Common use of Joint and Several Obligations Clause in Contracts

Joint and Several Obligations. All obligations of VOXX and EPXR as co-borrowers under this Note and the Related Agreements (the "Obligations") shall be joint and several obligations, and the Borrower shall make payment upon the maturity of the Obligations by acceleration or otherwise, and such obligation and liability on the part of the Borrower shall in no way be affected by any extensions, renewals and forbearance granted by the Holder to the Borrower, failure of Holder to give either EPXR or VOXX any notice, any failure of Holder to pursue to preserve its rights against either EPXR and/or VOXX, the release by Holder of any collateral now or thereafter acquired from either EPXR, VOXX and/or any other subsidiary of EPXR, and such agreement by each of EPXR and VOXX to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Holder to either EPXR, VOXX, or any other subsidiary of EPXR or any collateral for the Obligations or the lack thereof. Each of EPXR and VOXX expressly waives any and all rights of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which each of EPXR and/or VOXX may now or hereafter have against the other or other person or entity directly or contingently liable for the Obligations, or against or with respect to any other's property (including, without limitation, any property which is collateral for the Obligations), arising from the existence or performance of this Note, the Purchase Agreement or any other Related Agreement, until all Obligations have been indefeasibly paid in full and this Note, the Purchase Agreement and the other Related Agreements have been irrevocably terminated. [Balance of page intentionally left blank; signature page follows.]

Joint and Several Obligations. All obligations of VOXX and EPXR as co-borrowers under this Note and the Related Agreements (the "Obligations") shall be Each Borrower is accepting joint and several obligationsliability hereunder and under the other Loan Documents, the Secured Hedge Agreements and the Secured Treasury Management Agreements in consideration of the financial accommodation to be provided by the Lenders, the L/C Issuers, any Agent, Arranger or Lender or any Affiliate of any of the foregoing and the Hedge Banks under this Agreement, the other Loan Documents, the Secured Hedge Agreements and the Secured Treasury Management Agreements, for the mutual benefit, directly and indirectly, of the other Borrower and in consideration of the undertakings of the other Borrower to accept joint and several liability for such Borrower. Each Borrower jointly and severally hereby 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 Obligations, it being the intention of the parties hereto that all the Obligations shall be the joint and several obligations of each of the Borrowers without preferences or distinction between them. If and to the extent that any Borrower shall fail to make any payment with respect to any Obligation as and when due or to perform any Obligation in accordance with the terms thereof, then in each such event, the other Borrower will make such payment with respect to, or perform, such Obligation. The obligations of each Borrower under the provisions of this Section 10.20 constitute full recourse obligations of such Borrower, enforceable against it to the full extent of its properties and assets, irrespective of the validity, regularity or enforceability of this Agreement or any other circumstances whatsoever. Except as otherwise expressly provided herein, each Borrower hereby waives, to the extent permitted by applicable law, notice of acceptance of its joint and several liability. Except as otherwise expressly provided herein, each Borrower hereby waives, to the extent permitted by law, notice of any Loan made under this Agreement, notice of occurrence of any Default or Event of Default or of any demand for any payment under this Agreement, notice of any action at any time taken or omitted by any Lender under or in respect of any of the Obligations, any requirement of diligence and, generally, all demands, notices and other formalities of every kind in connection with this Agreement. Each Borrower hereby assents to, and waives notice of, to the extent permitted by applicable law, any extension or postponement of the time for the payment of any Obligation, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by any Lender at any time or times in respect of any default by the other Borrower in the performance or satisfaction of any term, covenant, condition or provision of this Agreement, any and all other indulgences whatsoever by any Lender in respect of any of the Obligations, and the Borrower shall make payment upon taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any Obligation or the maturity addition, substitution or release, in whole or in part, of the Obligations by acceleration other Borrower. Without limiting the generality of the foregoing, each Borrower assents to any other action or otherwise, and such obligation and liability delay in acting or failure to act on the part of the Borrower shall in no way be affected by any extensionsLender, renewals and forbearance granted by the Holder to the Borrower, failure of Holder to give either EPXR or VOXX any notice, any failure of Holder to pursue to preserve its rights against either EPXR and/or VOXX, the release by Holder of any collateral now or thereafter acquired from either EPXR, VOXX and/or any other subsidiary of EPXR, and such agreement by each of EPXR and VOXX to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Holder to either EPXR, VOXX, or any other subsidiary of EPXR or any collateral for the Obligations or the lack thereof. Each of EPXR and VOXX expressly waives any and all rights of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which each of EPXR and/or VOXX may now or hereafter have against the other or other person or entity directly or contingently liable for the Obligations, or against or with respect to any other's property (including, without limitation, any property failure strictly or diligently to assert any right or to pursue any remedy or to comply fully with the applicable laws or regulations thereunder which is collateral might, but for the Obligations), arising from the existence or performance provisions of this NoteSection 11.22, afford grounds for terminating, discharging or relieving such Borrower, in whole or in part, from any of its obligations under this Section 11.22, it being the intention of each Borrower that, so long as any Obligation remains unsatisfied, the Purchase Agreement obligations of such Borrower under this Section 11.22 shall not be discharged except by performance or payment and then only to the extent of such performance or payment. The obligations of each Borrower under this Section 11.22 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any Borrower or any Lender. The joint and several liability of the Borrowers hereunder shall continue in full force and effect notwithstanding any absorption, merger, amalgamation or any other Related Agreementchange whatsoever in the name, until all Obligations have been indefeasibly paid in full and membership, constitution or place of formation of any Borrower or any Lender. The provisions of this Note, Section 11.22 are made solely for the Purchase Agreement benefit of the Administrative Agent and the other Related Agreements have Secured Parties and their respective successors and assigns, and may be enforced by any such Person from time to time against any Borrower as often as occasion therefor may arise and without requirement on the part of the Administrative Agent or any other Secured Party first to marshal any of its claims or to exercise any of its rights against the other Borrower or to exhaust any remedies available to it against the other Borrower or to resort to any other source or means of obtaining payment of any Obligation or to elect any other remedy. If at any time, any payment, or any part thereof, made in respect of any Obligation, is rescinded or must otherwise be restored or returned by the Administrative Agent or any other Secured Party upon the insolvency, bankruptcy or reorganization of any Borrower, or otherwise, the provisions of this Section 11.22 will forthwith be reinstated in effect, as though such payment had not been irrevocably terminatedmade. [Balance Notwithstanding any provision to the contrary contained herein or in any other Loan Document, to the extent the joint and several obligations of page intentionally left blank; signature page followsany Borrower shall be adjudicated to be invalid or unenforceable for any reason (including because of any applicable state, provincial 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 permissible under applicable law (whether federal, state or provincial and including, without limitation, Title 11 of the United States Code, as now constituted or hereafter amended, or any other Debtor Relief Laws), after taking into account, among other things, such Borrower’s right of contribution and indemnification from each other Loan Party under applicable law.]

Joint and Several Obligations. All obligations of VOXX Each Borrower acknowledges that it is jointly and EPXR as co-borrowers under this Note and the Related Agreements (the "Obligations") shall be joint and several obligations, and the Borrower shall make payment upon the maturity severally liable for all of the Obligations and as a result hereby unconditionally guaranties the full and prompt payment when due, whether at maturity or earlier, by reason of acceleration or otherwise, and at all times thereafter, of all indebtedness, liabilities and obligations of every kind and nature of each other Borrower to Agent and Lenders and, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, joint or several, now or hereafter existing, or due or to become due, and howsoever owned, held or acquired by Agent or any Lender. Each Borrower agrees that if this guaranty, or any Liens securing this guaranty, would, but for the application of this sentence, be unenforceable under applicable law, this guaranty and each such obligation Lien shall be valid and liability on enforceable to the maximum extent that would not cause this guaranty or such Lien to be unenforceable under applicable law, and this guaranty shall automatically be deemed to have been amended accordingly at all relevant times. Each Borrower hereby agrees that its obligations under this guaranty shall be unconditional, irrespective of (a) the validity or enforceability of the Obligations or any part thereof, or of any promissory note or other document evidencing all or any part of the Obligations, (b) the absence of any attempt to collect the Obligations from any other Borrower shall in no way be affected or any Guarantor or other action to enforce the same, (c) the waiver or consent by Agent or any Lender with respect to any provision of any agreement, instrument or document evidencing or securing all or any part of the Obligations, or any other agreement, instrument or document now or hereafter executed by any extensionsother Borrower and delivered to Agent or any Lender (other than a waiver, renewals forgiveness or consent by Agent and forbearance granted Lenders that reduces the amount of any of the Obligations), (d) the failure by the Holder Agent or any Lender to the Borrowertake any steps to perfect and maintain its security interest in, failure of Holder to give either EPXR or VOXX any notice, any failure of Holder to pursue to preserve its rights against either EPXR and/or VOXXto, the release by Holder of any collateral now security or thereafter acquired from either EPXR, VOXX and/or any other subsidiary of EPXR, and such agreement by each of EPXR and VOXX to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Holder to either EPXR, VOXX, or any other subsidiary of EPXR or any collateral for the Obligations or the lack thereof. Each of EPXR and VOXX expressly waives any and all rights of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which each of EPXR and/or VOXX may now or hereafter have against the other or other person or entity directly or contingently liable Collateral for the Obligations, for its benefit, (e) Agent’s or against any Lender’s election, in any proceeding instituted under the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of the application of Section 1111(b)(2) of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (f) any borrowing or grant of a security interest by any Borrower as debtor-in-possession, under Section 364 of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (g) the disallowance, under Sxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of all or any portion of Agent’s or any Lender’s claim(s) for repayment of the Obligations or (h) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a borrower or a guarantor. Each Borrower hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of receivership or bankruptcy of any Borrower, protest or notice with respect to the Obligations and all demands whatsoever, and covenants that this guaranty will not be discharged, except by complete and irrevocable payment and performance of the Obligations. No notice to any other's property (includingBorrower or any other party shall be required for Agent or any Lender to make demand hereunder. Such demand shall constitute a mature and liquidated claim against the applicable Borrower. Upon the occurrence of any Event of Default, Agent or any Lender may, in its sole election, proceed directly and at once, without limitationnotice, against all or any property which is 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 any security or collateral for the Obligations), arising from . During the existence of an Event of Default, Agent and each Lender shall have the exclusive right to determine the application of payments and credits, if any from any Borrower, any other Person or any security or collateral for the Obligations, on account of the Obligations or of any other liability of any Borrower to Agent or any Lender. Each Borrower expressly waives all rights it may have now or in the future under any statute, or at common law, or at law or in equity, or otherwise, to compel Agent or Lenders to marshal assets or to proceed in respect of the Obligations guaranteed hereunder against any other Borrower or any Guarantor, any other party or against any security for the payment and performance of the Obligations before proceeding against, or as a condition to proceeding against, such Borrower. It is agreed among each Borrower, Agent and Lenders that the foregoing waivers are of the essence of the transaction contemplated by this Note, the Purchase Agreement or any other Related Agreement, until all Obligations have been indefeasibly paid in full and this Note, the Purchase Agreement and the other Related Agreements Loan Documents and that, but for the provisions of this Section 2.13 and such waivers, Agent and Lenders would decline to enter into this Agreement. Notwithstanding anything to the contrary set forth in this Section 2.13, it is the intent of the parties hereto that the liability incurred by each Borrower in respect of the Obligations of the other Borrowers (and any Lien granted by each Borrower to secure such Obligations), not constitute a fraudulent conveyance under Section 548 of the United States Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable law of any state or other governmental unit (“Fraudulent Conveyance”). Consequently, each Borrower, Agent and each Lender hereby agree that if a court of competent jurisdiction determines that the incurrence of liability by any Borrower in respect of the Obligations of any other Borrower (or any Liens granted by such Borrower to secure such Obligations) would, but for the application of this sentence, constitute a Fraudulent Conveyance, such liability (and such Liens) shall be valid and enforceable only to the maximum extent that would not cause the same to constitute a Fraudulent Conveyance, and this Agreement and the other Loan Documents shall automatically be deemed to have been irrevocably terminated. [Balance of page intentionally left blank; signature page followsamended accordingly.]

Joint and Several Obligations. All Each Guarantor agrees that the obligations of VOXX the “Guarantors” hereunder and EPXR as co-borrowers under this Note and the Related Agreements (the "Obligations") shall be other Transaction Documents are joint and several obligationsobligations of each of the Guarantors. Each Guarantor further specifically agrees that it shall not be necessary or required, and that no Guarantor shall be entitled to require, before or as a condition precedent to the Borrower shall enforcement of the obligations of such Guarantor hereunder or under the other Transaction Documents, that Agent or any Holder or any other Person: (a) make any effort to enforce the payment or performance by any other Guarantor of any of its obligations under this Agreement or the other Transaction Documents, or (b) forecloseagainst or seek to realize upon collateral security or other credit support, if any, now or hereafter existing, for the maturity Obligations or any obligations of any of the Guarantors under this Agreement or the other Transaction Documents, or (c) file suit or proceed to obtain or assert a claim for personal judgment against any other Guarantor or any other Person liable for payment or performance of any of the Obligations by acceleration or otherwise, and such obligation and liability on the part of any of the Borrower shall in no way be affected by obligations of any extensionsof the Guarantors under this Agreement or the other Transaction Documents, renewals and forbearance granted by the Holder or (d) exercise or assert any other right or remedy to the Borrower, failure of Holder to give either EPXR or VOXX any notice, any failure of Holder to pursue to preserve its rights against either EPXR and/or VOXXwhich Agent, the release by Holder of any collateral now Holders or thereafter acquired from either EPXR, VOXX and/or any other subsidiary person is or may be entitled in connection with this Agreement or the other Transaction Documents, the Obligations, or any security or other guaranty therefor, or (e) assert of EPXR, and such agreement by each file any claim against the assets of EPXR and VOXX to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Holder to either EPXR, VOXXthe other Guarantor, or any other subsidiary of EPXR or any collateral person liable for the Obligations or any of the lack obligations of any of the Guarantors under this Agreement or the other Transaction Documents, or any part thereof. Each of EPXR and VOXX expressly Guarantor hereby unconditionally waives any and all rights requirement that, as a condition precedent to the enforcement of subrogationthe obligations of such Guarantor hereunder or under the other Transaction Documents, reimbursementthe other Guarantors, indemnitythe Agent, exoneration, contribution the Agent or any other claim which each Holder be joined as parties to any proceedings for the enforcement of EPXR and/or VOXX may now any provision of this Agreement or hereafter have against the other or other person or entity directly or contingently liable for the Obligations, or against or with respect to any other's property (including, without limitation, any property which is collateral for the Obligations), arising from the existence or performance of this Note, the Purchase Agreement or any other Related Agreement, until all Obligations have been indefeasibly paid in full and this Note, the Purchase Agreement and the other Related Agreements have been irrevocably terminated. [Balance of page intentionally left blank; signature page followsTransaction Documents.]

Joint and Several Obligations. All obligations of VOXX and EPXR as co-borrowers (a) At all times when there is more than one Guarantor under this Note Guaranty, each Guarantor hereby acknowledges and agrees that (i) each Guarantor shall be jointly and severally liable to Buyer to the Related Agreements maximum extent permitted by Requirements of Law for all Guarantor Liabilities, (ii) the "Obligations"liability of each Guarantor (A) shall be joint absolute and several obligationsunconditional and shall remain in full force and effect (or be reinstated) until the Guaranteed Indebtedness shall have been fully and indefeasibly paid, the Guarantor Liabilities shall have been fully and indefeasibly paid, performed and discharged, the Repurchase Documents have been terminated and the expiration of any applicable preference or similar period pursuant to any Insolvency Law, or at law or in equity, without any claim having been made before the expiration of such period asserting an interest in all or any part of any payment(s) received by Buyer, and (B) until such payment has been made and such obligations satisfied, shall not be discharged, affected, modified or impaired on the Borrower shall make payment upon the maturity occurrence from time to time of any event, including any of the Obligations following, whether or not with notice to or the consent of each Guarantor, (1) the waiver, compromise, settlement, release, termination or amendment (including any extension or postponement of the time for payment or performance or renewal or refinancing) of any of the Repurchase Obligations, Guarantor Liabilities, (2) the failure to give notice to each Guarantor of the occurrence of an Event of Default, (3) the release, substitution or exchange by acceleration Buyer of any Purchased Asset, Pledged Collateral or otherwiseany collateral, and such obligation and liability on property or security for the Repurchase Documents or the Guarantor Liabilities (in each case, whether with or without consideration) or the acceptance by Buyer of any additional collateral or the availability or claimed availability of any other collateral or source of repayment or any nonperfection or other impairment of collateral, (4) the release of any Person primarily or secondarily liable for all or any part of the Borrower shall Repurchase Obligations or the Guarantor Liabilities, whether by Buyer or in no way be affected by connection with any extensions, renewals and forbearance granted by the Holder to the Borrower, failure of Holder to give either EPXR Insolvency Proceeding affecting any Guarantor or VOXX any notice, any failure of Holder to pursue to preserve its rights against either EPXR and/or VOXX, the release by Holder of any collateral now or thereafter acquired from either EPXR, VOXX and/or any other subsidiary of EPXR, and such agreement by each of EPXR and VOXX to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Holder to either EPXR, VOXXPerson who, or any of whose property, shall at the time in question be obligated in respect of the Repurchase Obligations or the Guarantor Liabilities, the other subsidiary duties and obligations under the Repurchase Documents or any part of EPXR the foregoing, or (5) to the extent permitted by Requirements of Law, any other event, occurrence, action or circumstance that would, in the absence of this Section 6.28, result in the release or discharge of any or all of Guarantors from the performance or observance of any of the Guarantor Liabilities, (iii) Buyer shall not be required first to initiate any suit or to exhaust its remedies against any Guarantor or any other Person to become liable, or against any of the Purchased Assets, Pledged Collateral or any collateral, property or security for the Repurchase Documents or the Guarantor Liabilities, in order to enforce this Guaranty or other Repurchase Documents and each Guarantor expressly agrees that, notwithstanding the occurrence of any of the foregoing, each Guarantor shall be and remain directly and unconditionally liable for all sums due under this Guaranty, (iv) when making any demand hereunder against any Guarantor, Buyer may, but shall be under no obligation to, make a similar demand on any other Guarantor, and any failure by Buyer to make any such demand or to collect any payments from any other Guarantor, or any release of any such other Guarantor, shall not relieve any Guarantor in respect of which a demand or collection is not made or Guarantors 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 Requirements of Law, of Buyer against Guarantors (or of any Guarantor against another Guarantor or Seller, Pledgor or any other Person obligated under the Repurchase Documents), and (v) on disposition by Buyer of any property encumbered by any Purchased Assets, Pledged Collateral or any collateral, property or security for the Guarantor Liabilities each Guarantor shall be and shall remain jointly and severally liable for any deficiency. (b) To the extent any Guarantor has paid any amount hereunder, it shall be entitled to collect such amount from the Seller, Pledgor or any other Person obligated under the Repurchase Documents for any amounts so paid by Guarantor; provided, however, that Guarantor’s claim for collection of such amount shall constitute a Guarantor Claim and shall be subject to the provisions of Section 6.24 above. To the extent that any Guarantor (the “paying Guarantor”) pays more than its proportionate share of any payment made hereunder, the paying Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor that has not paid its proportionate share; provided, that the provisions of this Section 6.28 shall not limit the duties, covenants, agreements, obligations and liabilities of any Guarantor to Buyer, and, notwithstanding any payment or payments made by the paying Guarantor hereunder or any set-off or application of funds of the paying Guarantor by Buyer, the paying Guarantor shall not be entitled to be subrogated to any of the rights of Buyer against any other Guarantor or any collateral for security or guarantee or right of set-off held by Buyer, nor shall the Obligations paying Guarantor seek or the lack thereof. Each of EPXR and VOXX expressly waives be entitled to seek any and all rights of subrogation, reimbursement, indemnity, exoneration, contribution or reimbursement from any other claim which each Guarantor in respect of EPXR and/or VOXX may now or hereafter have against payments made by the other or other person or entity directly or contingently liable for the Obligations, or against or with respect to any other's property (including, without limitation, any property which is collateral for the Obligations), arising from the existence or performance of this Note, the Purchase Agreement or any other Related Agreementpaying Guarantor hereunder, until all Obligations Guarantor Liabilities are fully and indefeasibly paid, performed and discharged and the Repurchase Documents have been indefeasibly terminated. If any amount shall be paid to the paying Guarantor on account of such subrogation rights at any time when all such amounts shall not have been paid in full full, such amount shall be held by the paying Guarantor in trust for Buyer, segregated from other funds of the paying Guarantor, and this Noteshall, forthwith upon receipt by the Purchase Agreement and paying Guarantor, be turned over to Buyer in the other Related Agreements have been irrevocably terminated. [Balance of page intentionally left blank; signature page followsexact form received by the paying Guarantor (duly indorsed by the paying Guarantor to Buyer, if required), to be applied against the Guarantor Liabilities, whether matured or unmatured, in such order as Buyer may determine.]

Joint and Several Obligations. All obligations of VOXX and EPXR as co-borrowers under this Note and the Related Agreements (the "Obligations") shall be Each Borrower is accepting joint and several obligationsliability hereunder and under the other Loan Documents, the Secured Hedge Agreements and the Secured Treasury Management Agreements in consideration of the financial accommodation to be provided by the Lenders, the L/C Issuers, any Agent, Arranger, the 2020 Incremental Lead Arrangers, the 2021 Incremental Lead Arrangers or Lender or any Affiliate of any of the foregoing and the Hedge Banks under this Agreement, the other Loan Documents, the Secured Hedge Agreements and the Secured Treasury Management Agreements, for the mutual benefit, directly and indirectly, of the other Borrower and in consideration of the undertakings of the other Borrower to accept joint and several liability for such Borrower. Each Borrower jointly and severally hereby 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 Obligations, it being the intention of the parties hereto that all the Obligations shall be the joint and several obligations of each of the Borrowers without preferences or distinction between them. If and to the extent that any Borrower shall fail to make any payment with respect to any Obligation as and when due or to perform any Obligation in accordance with the terms thereof, then in each such event, the other Borrower will make such payment with respect to, or perform, such Obligation. The obligations of each Borrower under the provisions of this Section 11.22 constitute full recourse obligations of such Borrower, enforceable against it to the full extent of its properties and assets, irrespective of the validity, regularity or enforceability of this Agreement or any other circumstances whatsoever. Except as otherwise expressly provided herein, each Borrower hereby waives, to the extent permitted by applicable law, notice of acceptance of its joint and several liability. Except as otherwise expressly provided herein, each Borrower hereby waives, to the extent permitted by law, notice of any Loan made under this Agreement, notice of occurrence of any Default or Event of Default or of any demand for any payment under this Agreement, notice of any action at any time taken or omitted by any Lender under or in respect of any of the Obligations, any requirement of diligence and, generally, all demands, notices and other formalities of every kind in connection with this Agreement. Each Borrower hereby assents to, and waives notice of, to the extent permitted by applicable law, any extension or postponement of the time for the payment of any Obligation, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by any Lender at any time or times in respect of any default by the other Borrower in the performance or satisfaction of any term, covenant, condition or provision of this Agreement, any and all other indulgences whatsoever by any Lender in respect of any of the Obligations, and the Borrower shall make payment upon taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any Obligation or the maturity addition, substitution or release, in whole or in part, of the Obligations by acceleration other Borrower. Without limiting the generality of the foregoing, each Borrower assents to any other action or otherwise, and such obligation and liability delay in acting or failure to act on the part of the Borrower shall in no way be affected by any extensionsLender, renewals and forbearance granted by the Holder to the Borrower, failure of Holder to give either EPXR or VOXX any notice, any failure of Holder to pursue to preserve its rights against either EPXR and/or VOXX, the release by Holder of any collateral now or thereafter acquired from either EPXR, VOXX and/or any other subsidiary of EPXR, and such agreement by each of EPXR and VOXX to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Holder to either EPXR, VOXX, or any other subsidiary of EPXR or any collateral for the Obligations or the lack thereof. Each of EPXR and VOXX expressly waives any and all rights of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which each of EPXR and/or VOXX may now or hereafter have against the other or other person or entity directly or contingently liable for the Obligations, or against or with respect to any other's property (including, without limitation, any property failure strictly or diligently to assert any right or to pursue any remedy or to comply fully with the applicable laws or regulations thereunder which is collateral might, but for the Obligations), arising from the existence or performance provisions of this NoteSection 11.22, afford grounds for terminating, discharging or relieving such Borrower, in whole or in part, from any of its obligations under this Section 11.22, it being the intention of each Borrower that, so long as any Obligation remains unsatisfied, the Purchase Agreement obligations of such Borrower under this Section 11.22 shall not be discharged except by performance or payment and then only to the extent of such performance or payment. The obligations of each Borrower under this Section 11.22 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any Borrower or any Lender. The joint and several liability of the Borrowers hereunder shall continue in full force and effect notwithstanding any absorption, merger, amalgamation or any other Related Agreementchange whatsoever in the name, until all Obligations have been indefeasibly paid in full and membership, constitution or place of formation of any Borrower or any Lender. The provisions of this Note, Section 11.22 are made solely for the Purchase Agreement benefit of the Administrative Agent and the other Related Agreements have Secured Parties and their respective successors and assigns, and may be enforced by any such Person from time to time against any Borrower as often as occasion therefor may arise and without requirement on the part of the Administrative Agent or any other Secured Party first to marshal any of its claims or to exercise any of its rights against the other Borrower or to exhaust any remedies available to it against the other Borrower or to resort to any other source or means of obtaining payment of any Obligation or to elect any other remedy. If at any time, any payment, or any part thereof, made in respect of any Obligation, is rescinded or must otherwise be restored or returned by the Administrative Agent or any other Secured Party upon the insolvency, bankruptcy or reorganization of any Borrower, or otherwise, the provisions of this Section 11.22 will forthwith be reinstated in effect, as though such payment had not been irrevocably terminatedmade. [Balance Notwithstanding any provision to the contrary contained herein or in any other Loan Document, to the extent the joint and several obligations of page intentionally left blank; signature page followsany Borrower shall be adjudicated to be invalid or unenforceable for any reason (including because of any applicable state, provincial 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 permissible under applicable law (whether federal, state or provincial and including, without limitation, Title 11 of the United States Code, as now constituted or hereafter amended, or any other Debtor Relief Laws), after taking into account, among other things, such Xxxxxxxx’s right of contribution and indemnification from each other Loan Party under applicable law.]

Joint and Several Obligations. All obligations of VOXX Each Borrower acknowledges that it is jointly and EPXR as co-borrowers under this Note and the Related Agreements (the "Obligations") shall be joint and several obligations, and the Borrower shall make payment upon the maturity severally liable for all of the Obligations and as a result hereby unconditionally guaranties the full and prompt payment when due, whether at maturity or earlier, by reason of acceleration or otherwise, and at all times thereafter, of all indebtedness, liabilities and obligations of every kind and nature of each other Borrower to Agent and Lenders and, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, joint or several, now or hereafter existing, or due or to become due, and howsoever owned, held or acquired by Agent or any Lender. Each Borrower agrees that if this guaranty, or any Liens securing this guaranty, would, but for the application of this sentence, be unenforceable under applicable law, this guaranty and each such obligation Lien shall be valid and liability on enforceable to the maximum extent that would not cause this guaranty or such Lien to be unenforceable under applicable law, and this guaranty shall automatically be deemed to have been amended accordingly at all relevant times. Each Borrower hereby agrees that its obligations under this guaranty shall be unconditional, irrespective of (a) the validity or enforceability of the Obligations or any part thereof, or of any promissory note or other document evidencing all or any part of the Obligations, (b) the absence of any attempt to collect the Obligations from any other Borrower shall in no way be affected or any Guarantor or other action to enforce the same, (c) the waiver or consent by Agent or any Lender with respect to any provision of any agreement, instrument or document evidencing or securing all or any part of the Obligations, or any other agreement, instrument or document now or hereafter executed by any extensionsother Borrower and delivered to Agent or any Lender (other than a waiver, renewals forgiveness or consent by Agent and forbearance granted Lenders that reduces the amount of any of the Obligations), (d) the failure by the Holder Agent or any Lender to the Borrowertake any steps to perfect and maintain its security interest in, failure of Holder to give either EPXR or VOXX any notice, any failure of Holder to pursue to preserve its rights against either EPXR and/or VOXXto, any security or Collateral for the release Obligations, for its benefit, (e) Agent's or any Lender's election, in any proceeding instituted under the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of the application of Section 1111(b)(2) of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (f) any borrowing or grant of a security interest by Holder any Borrower as debtor-in-possession, under Section 364 of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (g) the disallowance, under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of all or any portion of Agent's or any Lender's claim(s) for repayment of the Obligations or (h) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a borrower or a guarantor. Each Borrower hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of receivership or bankruptcy of any collateral now Borrower, protest or thereafter acquired from either EPXRnotice with respect to the Obligations and all demands whatsoever, VOXX and/or and covenants that this guaranty will not be discharged, except by complete and irrevocable payment and performance of the Obligations. No notice to any Borrower or any other subsidiary party shall be required for Agent or any Lender to make demand hereunder. Such demand shall constitute a mature and liquidated claim against the applicable Borrower. Upon the occurrence of EPXRany Event of Default, Agent or any Lender may, in its sole election, proceed directly and such agreement by each at once, without notice, against all or any Borrower to collect and recover the full amount or any portion of EPXR and VOXX to pay upon the Obligations, without first proceeding against any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Holder to either EPXR, VOXXother Borrower or any other Person, or any security or collateral for the Obligations. During the existence of an Event of Default, Agent and each Lender shall have the exclusive right to determine the application of payments and credits, if any from any Borrower, any other subsidiary Person or any security or collateral for the Obligations, on account of EPXR the Obligations or of any other liability of any Borrower to Agent or any Lender. At any time after and during the continuance of an Event of Default, Agent and each Lender may, in its sole discretion, without notice to any Borrower and regardless of the acceptance of any collateral for the payment hereof, appropriate and apply toward payment of the Obligations (i) any indebtedness due or to become due from Agent or any Lender to such Borrower and (ii) any moneys, credits or other property belonging to such Borrower at any time held by or coming into the lack possession of Agent or any Lender or any Affiliates thereof, whether for deposit or otherwise. Notwithstanding anything to the contrary set forth in this Section 2.13, it is the intent of the parties hereto that the liability incurred by each Borrower in respect of the Obligations of the other Borrowers (and any Lien granted by each Borrower to secure such Obligations), not constitute a fraudulent conveyance under Section 548 of the United States Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable law of any state or other governmental unit ("Fraudulent Conveyance"). Consequently, each Borrower, Agent and each Lender hereby agree that if a court of competent jurisdiction determines that the incurrence of liability by any Borrower in respect of the Obligations of any other Borrower (or any Liens granted by such Borrower to secure such Obligations) would, but for the application of this sentence, constitute a Fraudulent Conveyance, such liability (and such Liens) shall be valid and enforceable only to the maximum extent that would not cause the same to constitute a Fraudulent Conveyance, and this Agreement and the other Loan Documents shall automatically be deemed to have been amended accordingly. Each of EPXR and VOXX Borrower expressly waives all rights it may have now or in the future under any statute, or at common law, or at law or in equity, or otherwise, to compel Agent or Lenders to xxxxxxxx assets or to proceed in respect of the Obligations guaranteed hereunder against any other Borrower or any Guarantor, any other party or against any security for the payment and performance of the Obligations before proceeding against, or as a condition to proceeding against, such Borrower. It is agreed among each Borrower, Agent and Lenders that the foregoing waivers are of the essence of the transaction contemplated by this Agreement and the other Loan Documents and that, but for the provisions of this Section 2.13 and such waivers, Agent and Lenders would decline to enter into this Agreement. Each Borrower agrees that the provisions of this Section 2.13 are for the benefit of Agent and Lenders and their respective successors, transferees, endorsees and assigns, and nothing herein contained shall impair, as between any other Borrower and Agent or Lenders, the obligations of such other Borrower under the Loan Documents. Notwithstanding anything to the contrary in this Agreement or in any other Loan Document, and except as set forth in Section 2.13, each Borrower hereby expressly and irrevocably subordinates to payment of the Obligations any and all rights of at law or in equity to subrogation, reimbursement, indemnity, exoneration, contribution contribution, indemnification or set off (including those set forth in Section 2.14) and any other claim which each of EPXR and/or VOXX may now and all defenses available to a surety, guarantor or hereafter have against accommodation co-obligor until the other or other person or entity directly or contingently liable for the Obligations, or against or with respect to any other's property (including, without limitation, any property which is collateral for the Obligations), arising from the existence or performance of this Note, the Purchase Agreement or any other Related Agreement, until all Obligations have been are indefeasibly paid in full in cash. Each Borrower acknowledges and agrees that this Notesubordination is intended to benefit Agent and Lenders and shall not limit or otherwise affect such Borrower's liability hereunder or the enforceability of this Section 2.13, and that Agent, Lenders and their respective successors and assigns are intended third party beneficiaries of the Purchase waivers and agreements set forth in this Section 2.13. If Agent or any Lender may, under applicable law, proceed to realize its benefits under any of the Loan Documents giving Agent or such Lender a Lien upon any Collateral, whether owned by any Borrower or by any other Person, either by judicial foreclosure or by non-judicial sale or enforcement, Agent or any Lender may, at its sole option, determine which of its remedies or rights it may pursue without affecting any of its rights and remedies under this Section 2.13. If, in the exercise of any of its rights and remedies, Agent or any Lender shall forfeit any of its rights or remedies, including its right to enter a deficiency judgment against any Borrower or any other Person, whether because of any applicable laws pertaining to "election of remedies" or the like, each Borrower hereby consents to such action by Agent or such Lender and waives any claim based upon such action, even if such action by Agent or such Lender shall result in a full or partial loss of any rights of subrogation that each Borrower might otherwise have had but for such action by Agent or such Lender. Any election of remedies that results in the denial or impairment of the right of Agent or any Lender to seek a deficiency judgment against any Borrower shall not impair any other Borrower's obligation to pay the full amount of the Obligations. In the event Agent or any Lender shall bid at any foreclosure or trustee's sale or at any private sale permitted by law or the Loan Documents, Agent or such Lender may bid all or less than the amount of the Obligations and the amount of such bid need not be paid by Agent or such Lender but shall be credited against the Obligations. The amount of the successful bid at any such sale, whether Agent, Lender or any other party is the successful bidder, shall be conclusively deemed to be the fair market value of the Collateral and the difference between such bid amount and the remaining balance of the Obligations shall be conclusively deemed to be the amount of the Obligations guaranteed under this Section 2.13, notwithstanding that any present or future law or court decision or ruling may have the effect of reducing the amount of any deficiency claim to which Agent or any Lender might otherwise be entitled but for such bidding at any such sale. The liability of Borrowers under this Section 2.13 is in addition to and shall be cumulative with all liabilities of each Borrower to Agent and Lenders under this Agreement and the other Related Agreements have been irrevocably terminated. [Balance Loan Documents to which such Borrower is a party or in respect of page intentionally left blank; signature page followsany Obligations or obligation of the other Borrower, without any limitation as to amount, unless the instrument or agreement evidencing or creating such other liability specifically provides to the contrary.]

Joint and Several Obligations. All Each Guarantor agrees that the obligations of VOXX the “Guarantors” hereunder and EPXR as co-borrowers under this Note and the Related Agreements (the "Obligations") shall be other Transaction Documents are joint and several obligationsobligations of each of the Guarantors. Each Guarantor further specifically agrees that it shall not be necessary or required, and that no Guarantor shall be entitled to require, before or as a condition precedent to the Borrower shall enforcement of the obligations of such Guarantor hereunder or under the other Transaction Documents, that Collateral Agent or any Holder or any other Person: (a) make any effort to enforce the payment or performance by any other Guarantor of any of its obligations under this Agreement or the other Transaction Documents, or (b) foreclose against or seek to realize upon collateral security or other credit support, if any, now or hereafter existing, for the maturity Obligations or any obligations of any of the Guarantors under this Agreement or the other Transaction Documents, or (c) file suit or proceed to obtain or assert a claim for personal judgment against any other Guarantor or any other Person liable for payment or performance of any of the Obligations by acceleration or otherwise, and such obligation and liability on the part of any of the Borrower shall in no way be affected by obligations of any extensionsof the Guarantors under this Agreement or the other Transaction Documents, renewals and forbearance granted by the Holder or (d) exercise or assert any other right or remedy to the Borrower, failure of Holder to give either EPXR or VOXX any notice, any failure of Holder to pursue to preserve its rights against either EPXR and/or VOXXwhich Collateral Agent, the release by Holder of any collateral now Holders or thereafter acquired from either EPXR, VOXX and/or any other subsidiary person is or may be entitled in connection with this Agreement or the other Transaction Documents, the Obligations, or any security or other guaranty therefor, or (e) assert of EPXR, and such agreement by each file any claim against the assets of EPXR and VOXX to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Holder to either EPXR, VOXXthe other Guarantor, or any other subsidiary of EPXR or any collateral person liable for the Obligations or any of the lack obligations of any of the Guarantors under this Agreement or the other Transaction Documents, or any part thereof. Each of EPXR and VOXX expressly Guarantor hereby unconditionally waives any and all rights requirement that, as a condition precedent to the enforcement of subrogationthe obligations of such Guarantor hereunder or under the other Transaction Documents, reimbursementthe other Guarantors, indemnitythe Collateral Agent, exoneration, contribution the Collateral Agent or any other claim which each Holder be joined as parties to any proceedings for the enforcement of EPXR and/or VOXX may now any provision of this Agreement or hereafter have against the other or other person or entity directly or contingently liable for the Obligations, or against or with respect to any other's property (including, without limitation, any property which is collateral for the Obligations), arising from the existence or performance of this Note, the Purchase Agreement or any other Related Agreement, until all Obligations have been indefeasibly paid in full and this Note, the Purchase Agreement and the other Related Agreements have been irrevocably terminated. [Balance of page intentionally left blank; signature page followsTransaction Documents.]

Joint and Several Obligations. All obligations (a) Each Seller hereby acknowledges and agrees that (i) each Seller shall be jointly and severally liable to Buyer to the maximum extent permitted by Requirement of VOXX and EPXR as co-borrowers under this Note and Law for all Repurchase Obligations, (ii) the Related Agreements liability of each Seller with respect to the Repurchase Obligations (the "Obligations"A) shall be joint absolute and several obligations, and the Borrower shall make payment upon the maturity of the Obligations by acceleration or otherwise, and such obligation and liability on the part of the Borrower shall in no way be affected by any extensions, renewals and forbearance granted by the Holder unconditional to the Borrower, failure of Holder to give either EPXR or VOXX any notice, any failure of Holder to pursue to preserve its rights against either EPXR and/or VOXX, the release by Holder of any collateral now or thereafter acquired from either EPXR, VOXX and/or any other subsidiary of EPXR, and such agreement by each of EPXR and VOXX to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Holder to either EPXR, VOXX, or any other subsidiary of EPXR or any collateral for the Obligations or the lack thereof. Each of EPXR and VOXX expressly waives any and all rights of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which each of EPXR and/or VOXX may now or hereafter have against the other or other person or entity directly or contingently liable for the Obligations, or against or with respect to any other's property (including, without limitation, any property which is collateral for the Obligations), arising from the existence or performance of extent set forth in this Note, the Purchase Agreement or any other Related Agreement, until all Obligations have been indefeasibly paid in full and this Note, the Purchase Agreement and the other Related Agreements Transaction Documents and shall remain in full force and effect (or be reinstated) until all Repurchase Obligations shall have been irrevocably terminated. [Balance paid, performed and/or satisfied, as applicable, in full, and (B) until such payment, performance and/or satisfaction, as applicable, has occurred, shall not be discharged, affected, modified or impaired on the occurrence from time to time of page intentionally left blank; signature page followsany event, including any of the following, whether or not with notice to or the consent of each Seller, (1) the waiver, compromise, settlement, release, termination or amendment (including any extension or postponement of the time for payment, performance, satisfaction, renewal or refinancing) of any of the Repurchase Obligations (other than a waiver, compromise, settlement, release or termination in full of the Repurchase Obligations), (2) the failure to give notice to each Seller of the occurrence of an Event of Default, (3) the release, substitution or exchange by Buyer of any Purchased Loan (whether with or without consideration) or the acceptance by Buyer of any additional collateral or the availability or claimed availability of any other collateral or source of repayment or any non-perfection or other impairment of collateral, (4) the release of any Person primarily or secondarily liable for all or any part of the Repurchase Obligations, whether by Buyer or in connection with any Act of Insolvency affecting any Seller or any other Person who, or any of whose property, shall at the time in question be obligated in respect of the Repurchase Obligations or any part thereof, or (5) to the extent permitted by Requirement of Law, any other event, occurrence, action or circumstance that would, in the absence of this Section 32, result in the release or discharge of any or all Sellers from the performance or observance of any Repurchase Obligation, (iii) Buyer shall not be required first to initiate any suit or to exhaust its remedies against any Seller or any other Person to become liable, or against any of the Purchased Loans, in order to enforce the Transaction Documents and each Seller expressly agrees that, notwithstanding the occurrence of any of the foregoing, each Seller shall be and remain directly and primarily liable for all sums due under any of the Transaction Documents, (iv) when making any demand hereunder against any Seller, Buyer may, but shall be under no obligation to, make a similar demand on any other Seller, and any failure by Buyer to make any such demand or to collect any payments from any other Seller, or any release of any such other Seller shall not relieve any Seller in a 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 Buyer against Sellers, and (v) on disposition by Buyer of any property encumbered by any Purchased Loans, each Seller shall be and shall remain jointly and severally liable for any deficiency to the extent set forth in this Agreement and the other Transaction Documents.] (b) Buyer hereby acknowledges and agrees that the provisions of this Section 32 and the obligation of each Seller to be jointly and severally liable for the Repurchase Obligations do not and shall not violate any of the provisions of Section 13 of this Agreement or otherwise cause any Seller to no longer be a Special Purpose Entity.” (h) A new Exhibit XI shall be added to the Repurchase Agreement, in the form attached as Annex A to this Amendment.

Joint and Several Obligations. All obligations of VOXX and EPXR as co-borrowers (a) At all times during which there is more than one (1) Guarantor under this Note and Guaranty, the Related Agreements (the "Obligations") liability of each Guarantor shall be joint and several obligationsand the joint and several obligations of each Guarantor under this Guaranty and the other Credit Documents (a) (i) shall be absolute and unconditional and shall remain in full force and effect (or be reinstated) until all the Guarantee Indebtedness shall have been paid in full, the Guarantor Obligations shall have been satisfied in full and the expiration of any applicable preference or similar period pursuant to any bankruptcy, insolvency, reorganization, moratorium or similar law, or at law or in equity, without any claim having been made before the expiration of such period asserting an interest in all or any part of any payment(s) received by the Administrative Agent or the Lenders, and (ii) until such payment has been made and such obligations satisfied, shall not be discharged, affected, modified or impaired on the Borrower shall make payment upon the maturity happening from time to time of any event, including, without limitation, any of the Obligations by acceleration following, whether or otherwise, and such obligation and liability on not with notice to or the part consent of the Borrower shall in no way be affected by any extensions, renewals and forbearance granted by the Holder to the Borrower, failure of Holder to give either EPXR or VOXX any notice, any failure of Holder to pursue to preserve its rights against either EPXR and/or VOXXBorrowers, the release by Holder of any collateral now or thereafter acquired from either EPXRGuarantor, VOXX and/or any other subsidiary of EPXR, and such agreement by each of EPXR and VOXX to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Holder to either EPXR, VOXX, the Pledgor or any other subsidiary of EPXR Credit Party, (A) the waiver, compromise, settlement, release, termination or any collateral for the Obligations or the lack thereof. Each of EPXR and VOXX expressly waives any and all rights of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which each of EPXR and/or VOXX may now or hereafter have against the other or other person or entity directly or contingently liable for the Obligations, or against or with respect to any other's property amendment (including, without limitation, any property which is collateral extension or postponement of the time for the Obligations), arising from the existence payment or performance or renewal or refinancing) of this Noteany or all of the obligations or agreements of any Borrower, the Purchase Guarantor, the Pledgor or any other Credit Party under the Credit Agreement or any Credit Document, (B) the failure to give notice to the Borrowers, the Guarantor, the Pledgor or any other Related AgreementCredit Party of the occurrence of an Event of Default under any of the Credit Documents, (C) the release, substitution or exchange by the Administrative Agent or the Lenders of any or all of the Collateral, Pledged Collateral or any collateral, Property or security for the Guaranty or the Guarantee Liabilities (in each case, whether with or without consideration) or the acceptance by the Administrative Agent or the Lenders of any additional collateral or the availability or claimed availability of any other collateral or source of repayment or any nonperfection or other impairment of collateral, (D) the release of any Person primarily or secondarily liable for all or any part of the Obligations or the Guarantee Liabilities, whether by the Administrative Agent, the Lenders or in connection with any voluntary or involuntary liquidation, dissolution, receivership, insolvency, bankruptcy, assignment for the benefit of creditors or similar event or proceeding affecting any or all of the Borrowers, the Guarantor, the Pledgor, any other Credit Party or any other Person who, or any of whose Property or assets, shall at the time in question be obligated in respect of the Obligations or the Guarantee Liabilities or any part thereof, or (E) to the extent permitted by Requirements of Law, any other event, occurrence, action or circumstance that would, in the absence of this Section 34, result in the release or discharge of any or all of the Guarantors from the performance or observance of any obligation, covenant or agreement contained in the Credit Agreement or the Credit Documents; (b) each Guarantor expressly agrees that the Administrative Agent and the Lenders shall not be required first to initiate any suit or to exhaust its remedies against the Borrowers, the Guarantor, the Pledgor, any other Credit Party or any other Person to become liable, or against any of the Collateral, the Pledged Collateral or any collateral, security or Property for this Guaranty or the Guarantee Liabilities, in order to enforce this Guaranty or the Credit Documents and each Guarantor expressly agrees that, notwithstanding the occurrence of any of the foregoing, each Guarantor shall be and remain directly and primarily liable for all sums due under this Guaranty or any of the Credit Documents; and, (c) on disposition by the Administrative Agent or the Lenders of any Property encumbered by any Collateral, the Pledged Collateral or any collateral, Property or security for this Guaranty or the Guarantee Liabilities, each Guarantor shall be and shall remain jointly and severally liable for any deficiency. (b) Each Guarantor hereby agrees that, to the extent another Guarantor shall have paid more than its proportionate share of any payment made hereunder, such Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor which has not paid its proportionate share of such payment; provided however, that the provisions of this Subsection 34(b) shall in no respect limit the obligations and liabilities of each Guarantor to the Administrative Agent and the Lenders, and, notwithstanding any payment or payments made by a Guarantor (the “paying Guarantor”) hereunder or any set-off or application of funds of the paying Guarantor by the Administrative Agent or the Lenders, the paying Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent and the Lenders against any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or the Lenders, nor shall the paying Guarantor seek or be entitled to seek any contribution or reimbursement from the other Guarantor in respect of payments made by the paying Guarantor hereunder, until all Obligations have been indefeasibly paid in full and amounts owing to the Administrative Agent or the Lenders by the Guarantor under this Note, the Purchase Agreement Guaranty and the other Related Agreements Credit Documents are paid in full. If any amount shall be paid to the paying Guarantor on account of such subrogation rights at any time when all such amounts shall not have been irrevocably terminated. [Balance paid in full, such amount shall be held by the paying Guarantor in trust for the Administrative Agent and the Lenders, segregated from other funds of page intentionally left blank; signature page followsthe paying Guarantor, and shall, forthwith upon receipt by the paying Guarantor, be turned over to the Administrative Agent as agent for the Lenders, in the exact form received by the paying Guarantor (duly indorsed by the paying Guarantor to the Administrative Agent as agent for the Lenders, if required), to be applied against amounts owing to the Administrative Agent and the Lenders by the Guarantor under this Guaranty and the other Credit Documents, whether matured or unmatured, in such order as the Administrative Agent and the Lenders may determine in their discretion.]

Joint and Several Obligations. All obligations of VOXX and EPXR as co-borrowers under this Note and the Related Agreements (the "Obligations") shall be Each Borrower is accepting joint and several obligationsliability hereunder and under the other Loan Documents, the Secured Hedge Agreements and the Secured Treasury Management Agreements in consideration of the financial accommodation to be provided by the Lenders, the L/C Issuers, any Agent, Arranger or Lender or any Affiliate of any of the foregoing and the Hedge Banks under this Agreement, the other Loan Documents, the Secured Hedge Agreements and the Secured Treasury Management Agreements, for the mutual benefit, directly and indirectly, of the other Borrower and in consideration of the undertakings of the other Borrower to accept joint and several liability for such Borrower. Each Borrower jointly and severally hereby 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 Obligations, it being the intention of the parties hereto that all the Obligations shall be the joint and several obligations of each of the Borrowers without preferences or distinction between them. If and to the extent that any Borrower shall fail to make any payment with respect to any Obligation as and when due or to perform any Obligation in accordance with the terms thereof, then in each such event, the other Borrower will make such payment with respect to, or perform, such Obligation. The obligations of each Borrower under the provisions of this Section 10.20 constitute full recourse obligations of such Borrower, enforceable against it to the full extent of its properties and assets, irrespective of the validity, regularity or enforceability of this Agreement or any other circumstances whatsoever. Except as otherwise expressly provided herein, each Borrower hereby waives, to the extent permitted by applicable law, notice of acceptance of its joint and several liability. Except as otherwise expressly provided herein, each Borrower hereby waives, to the extent permitted by law, notice of any Loan made under this Agreement, notice of occurrence of any Default or Event of Default or of any demand for any payment under this Agreement, notice of any action at any time taken or omitted by any Lender under or in respect of any of the Obligations, any requirement of diligence and, generally, all demands, notices and other formalities of every kind in connection with this Agreement. Each Borrower hereby assents to, and waives notice of, to the extent permitted by applicable law, any extension or postponement of the time for the payment of any Obligation, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by any Lender at any time or times in respect of any default by the other Borrower in the performance or satisfaction of any term, covenant, condition or provision of this Agreement, any and all other indulgences whatsoever by any Lender in respect of any of the Obligations, and the Borrower shall make payment upon taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any Obligation or the maturity addition, substitution or release, in whole or in part, of the Obligations by acceleration other Borrower. Without limiting the generality of the foregoing, each Borrower assents to any other action or otherwise, and such obligation and liability delay in acting or failure to act on the part of the Borrower shall in no way be affected by any extensionsLender, renewals and forbearance granted by the Holder to the Borrower, failure of Holder to give either EPXR or VOXX any notice, any failure of Holder to pursue to preserve its rights against either EPXR and/or VOXX, the release by Holder of any collateral now or thereafter acquired from either EPXR, VOXX and/or any other subsidiary of EPXR, and such agreement by each of EPXR and VOXX to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Holder to either EPXR, VOXX, or any other subsidiary of EPXR or any collateral for the Obligations or the lack thereof. Each of EPXR and VOXX expressly waives any and all rights of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which each of EPXR and/or VOXX may now or hereafter have against the other or other person or entity directly or contingently liable for the Obligations, or against or with respect to any other's property (including, without limitation, any property failure strictly or diligently to assert any right or to pursue any remedy or to comply fully with the applicable laws or regulations thereunder which is collateral might, but for the Obligations), arising from the existence or performance provisions of this NoteSection 11.22, afford grounds for terminating, discharging or relieving such Borrower, in whole or in part, from any of its obligations under this Section 11.22, it being the intention of each Borrower that, so long as any Obligation remains unsatisfied, the Purchase Agreement obligations of such Borrower under this Section 11.22 shall not be discharged except by performance or payment and then only to the extent of such performance or payment. The obligations of each Borrower under this Section 11.22 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any Borrower or any Lender. The joint and several liability of the Borrowers hereunder shall continue in full force and effect notwithstanding any absorption, merger, amalgamation or any other Related Agreementchange whatsoever in the name, until all Obligations have been indefeasibly paid in full and membership, constitution or place of formation of any Borrower or any Lender. The provisions of this Note, Section 11.22 are made solely for the Purchase Agreement benefit of the Administrative Agent and the other Related Agreements have Secured Parties and their respective successors and assigns, and may be enforced by any such Person from time to time against any Borrower as often as occasion therefor may arise and without requirement on the part of the Administrative Agent or any other Secured Party first to marshal any of its claims or to exercise any of its rights against the other Borrower or to exhaust any remedies available to it against the other Borrower or to resort to any other source or means of obtaining payment of any Obligation or to elect any other remedy. If at any time, any payment, or any part thereof, made in respect of any Obligation, is rescinded or must otherwise be restored or returned by the Administrative Agent or any other Secured Party upon the insolvency, bankruptcy or reorganization of any Borrower, or otherwise, the provisions of this Section 11.22 will forthwith be reinstated in effect, as though such payment had not been irrevocably terminatedmade. [Balance Notwithstanding any provision to the contrary contained herein or in any other Loan Document, to the extent the joint and several obligations of page intentionally left blank; signature page followsany Borrower shall be adjudicated to be invalid or unenforceable for any reason (including because of any applicable state, provincial 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 permissible under applicable law (whether federal, state or provincial and including, without limitation, Title 11 of the United States Code, as now constituted or hereafter amended, or any other Debtor Relief Laws), after taking into account, among other things, such Xxxxxxxx’s right of contribution and indemnification from each other Loan Party under applicable law.]

Joint and Several Obligations. All obligations Notwithstanding anything to the contrary herein, each of VOXX the Aggregator Borrower and EPXR as coCo-borrowers under this Note and the Related Agreements (the "Obligations") shall be Borrower is accepting joint and several obligationsliability hereunder and under the other Loan Documents, the agreements in respect of Secured Cash Management Obligations and Other Secured Obligations and the agreements in respect of Secured Swap Obligations in consideration of the financial accommodation to be provided by the Lenders, the Issuing Banks, any Agent, Lead Arranger or Lender or any Affiliate of any of the foregoing under this Agreement, the other Loan Documents, the agreements in respect of Secured Cash Management Obligations and Other Secured Obligations and the agreements in respect of Secured Swap Obligations, for the mutual benefit, directly and indirectly, of the Borrower and in consideration of the undertakings of each Borrower to accept joint and several liability for the Borrowers. Each Borrower jointly and severally hereby 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 Loan Document Obligations, it being the intention of the parties hereto that all the Loan Document Obligations shall be the joint and several obligations of each Borrower without preferences or distinction between them. If and to the extent that either Borrower shall fail to make any payment with respect to any Loan Document Obligation as and when due or to perform any Loan Document Obligation in accordance with the terms thereof, then in each such event, the other Borrower will make such payment with respect to, or perform, such Loan Document Obligation. The obligations of each Borrower under the provisions of this Section 9.23 constitute full recourse obligations of each Borrower, enforceable against it to the full extent of its properties and assets, irrespective of the validity, regularity or enforceability of this Agreement or any other circumstances whatsoever. Except as otherwise expressly provided herein, each Borrower hereby waives, to the extent permitted by applicable Requirements of Law, notice of acceptance of its joint and several liability. Except as otherwise expressly provided herein, each Borrower hereby waives, to the extent permitted by law, notice of any Loan made under this Agreement, notice of occurrence of any Default or Event of Default or of any demand for any payment under this Agreement, notice of any action at any time taken or omitted by any Lender under or in respect of any of the Loan Document Obligations, any requirement of diligence and, generally, all demands, notices and other formalities of every kind in connection with this Agreement. Each Borrower hereby, to the extent permitted by applicable Requirements of Law, assents to and waives notice of any extension or postponement of the time for the payment of any Loan Document Obligation, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by any Lender at any time or times in respect of any default by each Borrower in the performance or satisfaction of any term, covenant, condition or provision of this Agreement, any and all other indulgences whatsoever by any Lender in respect of any of the Loan Document Obligations, and the Borrower shall make payment upon taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any Loan Document Obligation or the maturity addition, substitution or release, in whole or in part, of each Borrower. Without limiting the generality of the Obligations by acceleration foregoing, each Borrower assents to any other action or otherwise, and such obligation and liability delay in acting or failure to act on the part of the Borrower shall in no way be affected by any extensionsLender, renewals and forbearance granted by the Holder to the Borrower, failure of Holder to give either EPXR or VOXX any notice, any failure of Holder to pursue to preserve its rights against either EPXR and/or VOXX, the release by Holder of any collateral now or thereafter acquired from either EPXR, VOXX and/or any other subsidiary of EPXR, and such agreement by each of EPXR and VOXX to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Holder to either EPXR, VOXX, or any other subsidiary of EPXR or any collateral for the Obligations or the lack thereof. Each of EPXR and VOXX expressly waives any and all rights of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which each of EPXR and/or VOXX may now or hereafter have against the other or other person or entity directly or contingently liable for the Obligations, or against or with respect to any other's property (including, without limitation, any property failure strictly or diligently to assert any right or to pursue any remedy or to comply fully with the applicable laws or regulations thereunder which is collateral might, but for the Obligations), arising from the existence or performance provisions of this NoteSection 9.23, afford grounds for terminating, discharging or relieving each Borrower, in whole or in part, from any of its obligations under this Section 9.23, it being the intention of each Borrower that, so long as any Loan Document Obligation remains unsatisfied, the Purchase Agreement obligations of each Borrower under this Section 9.23 shall not be discharged except by performance or payment and then only to the extent of such performance or payment. The obligations of each Borrower under this Section 9.23 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any other Borrower or any Lender. The joint and several liability of each Borrower hereunder shall continue in full force and effect notwithstanding any absorption, merger, amalgamation or any other Related Agreementchange whatsoever in the name, until all Obligations have been indefeasibly paid in full and membership, constitution or place of formation of any Borrower or any Lender. The provisions of this Note, Section 9.23 are made solely for the Purchase Agreement benefit of the Administrative Agent and the other Related Agreements have Secured Parties and their respective successors and assigns, and may be enforced by any such Person from time to time against each Borrower as often as occasion therefor may arise and without requirement on the part of the Administrative Agent or any other Secured Party first to marshal any of its claims or to exercise any of its rights against each Borrower or to exhaust any remedies available to it against each Borrower or to resort to any other source or means of obtaining payment of any Loan Document Obligation or to elect any other remedy. If at any time, any payment, or any part thereof, made in respect of any Loan Document Obligation is rescinded or must otherwise be restored or returned by the Administrative Agent or any other Secured Party upon the insolvency, bankruptcy or reorganization of each Borrower, or otherwise, the provisions of this Section 9.23 will forthwith be reinstated in effect, as though such payment had not been irrevocably terminatedmade. [Balance Notwithstanding any provision to the contrary contained herein or in any other Loan Document, to the extent the joint and several obligations of page intentionally left blank; signature page followsany Borrower shall be adjudicated to be invalid or unenforceable for any reason (including because of any applicable state, provincial 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 permissible under applicable law (whether federal, state or provincial and including, without limitation, the Bankruptcy Code, as now constituted or hereafter amended, or any other Debtor Relief Laws), after taking into account, among other things, such Borrower’s right of contribution and indemnification from each other Loan Party under applicable law.]

Joint and Several Obligations. All Each permitted subtenant or assignee shall assume all obligations of VOXX and EPXR as co-borrowers Tenant under this Note and Lease with respect to the Related Agreements (Premises, or such portion thereof as may be covered by the "Obligations") shall be joint and several obligationssublease or assignment entered into by such party, and, if the Original Tenant is not conducting business in any portion of the Building, such permitted subtenant or assignee shall, if Landlord so elects, make direct payment to Landlord of the Rent in the amount set forth in the sublease or assignment, unless otherwise agreed in writing by the parties thereto, and the Borrower shall make payment upon the maturity performance of all of the Obligations by acceleration or otherwiseterms, covenants, conditions, and such obligation and liability agreements herein contained on the Tenant’s part of the Borrower shall in no way to be affected by any extensions, renewals and forbearance granted by the Holder to the Borrower, failure of Holder to give either EPXR or VOXX any notice, any failure of Holder to pursue to preserve its rights against either EPXR and/or VOXX, the release by Holder of any collateral now or thereafter acquired from either EPXR, VOXX and/or any other subsidiary of EPXR, and such agreement by each of EPXR and VOXX to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Holder to either EPXR, VOXX, or any other subsidiary of EPXR or any collateral for the Obligations or the lack thereof. Each of EPXR and VOXX expressly waives any and all rights of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which each of EPXR and/or VOXX may now or hereafter have against the other or other person or entity directly or contingently liable for the Obligations, or against or performed with respect to the Premises or such subleased space, as the case may be. No Transfer shall be valid and no transferee shall take possession of the Premises or any other's property part thereof unless, within ten (including10) days after the execution of the documentary evidence thereof, without limitation, any property which is collateral Tenant shall deliver to Landlord a duly executed duplicate original of the Transfer instrument in a form reasonably satisfactory to Landlord that (a) provides that the transferee assumes Tenant’s obligations for the Obligations)payment of Rent to the extent set forth in the sublease or assignment (or the allocable portion thereof, arising from in the existence or case of a sublease of a portion of the Premises) and for the full and faithful observance and performance of the covenants, terms and conditions contained herein, applicable to the Premises in the event of an assignment or applicable to the subleased space in the event of a sublease, (b) provides that the transferee will, at Landlord’s election, attorn directly to Landlord if Landlord will recognize the sublease or assignment, as the case may be, and not disturb the subtenant’s or assignee’s, as the case may be, right to possession of the Premises and provide all services required by this NoteLease in the event Tenant’s Lease is terminated for any reason on the terms set forth in the instrument of transfer, and (c) contains such other non-financial assurances as is then customarily required by Landlord’s first mortgage lenders, the Purchase Agreement form for which will be provided to Tenant on request. The failure or any other Related Agreement, until all Obligations have been indefeasibly paid in full and this Note, refusal of a transferee to execute such an instrument of assumption shall not release or discharge the Purchase Agreement and the other Related Agreements have been irrevocably terminated. [Balance of page intentionally left blank; signature page followstransferee from its obligations set forth above.]

Joint and Several Obligations. All obligations (a) Each of VOXX the Borrowers expressly represents and EPXR as co-borrowers under this Note acknowledges that it is part of a common enterprise with the other Borrowers and that any financial accommodations by the Administrative Agent and the Related Agreements (other Lenders to any other Borrower hereunder and under the "Obligations") shall other Loan Documents are and will be joint of direct and several obligationsindirect interest, benefit and advantage to the Borrowers. Each Borrower hereby agrees that such Borrower is jointly and severally liable for, and hereby absolutely and unconditionally guarantees to the Borrower shall make Administrative Agent and Lenders and their respective successors and assigns, the full and prompt payment upon the maturity of the Obligations (whether at stated maturity, by acceleration or otherwise) and performance of, and such obligation and liability on the part of the Borrower shall in no way be affected by any extensions, renewals and forbearance granted by the Holder all Obligations owed or hereafter owing to the Administrative Agent and Lenders by each other Borrower, failure of Holder to give either EPXR or VOXX any notice, any failure of Holder to pursue to preserve its rights against either EPXR and/or VOXX, the release by Holder of any collateral now or thereafter acquired from either EPXR, VOXX and/or any other subsidiary of EPXR, and such agreement by each of EPXR and VOXX to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Holder to either EPXR, VOXX, or any other subsidiary of EPXR or any collateral for the Obligations or the lack thereof. Each of EPXR and VOXX expressly waives any and all rights of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which each of EPXR and/or VOXX may now or hereafter have against the other or other person or entity directly or contingently liable for the Obligations, or against or with respect to any other's property (including, without limitation, the Loans. Each Borrower agrees that its guaranty obligation hereunder is a continuing guaranty of payment and performance and not of collection, that its obligations under this Section 10.19 shall not be discharged until payment and performance, in full, of the Obligations has occurred, and that its obligations under this Section 10.19 shall be absolute, unconditional and irrevocable, irrespective of, and unaffected by, (i) the genuineness, validity, regularity, enforceability or any property which is collateral for the Obligations)future amendment of, arising from the existence or performance of change in, this NoteAgreement, the Purchase Agreement any other Loan Document or any other Related Agreementagreement, until document or instrument to which any Borrower is or may become a party; (ii) the absence of any action to enforce this Agreement (including this Section 10.19), any other Loan Document or the waiver or consent by the Administrative Agent and Lenders with respect to any of the provisions thereof; (iii) the insolvency of any Borrower or Subsidiary; and (iv) any other action or circumstances that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Borrower shall be regarded, and shall be in the same position, as principal debtor with respect to the Obligations guaranteed hereunder. (b) The Borrowers acknowledge that any Loan Notice or other notice or request given by the Borrower Representative to the Administrative Agent shall bind the Borrowers, and that any notice given by the Administrative Agent or any other Lender to the Borrower Representative shall be effective with respect to the Borrowers. Each of the Borrowers acknowledges and agrees that the Borrowers shall be liable, on a joint and several basis, for all Obligations of the Loans and other Obligations, regardless of which Borrower actually may have been indefeasibly paid received the proceeds of any of the Loans or other extensions of credit or the amount of such Loans received or the manner in full which the Administrative Agent or any other Lender accounts among the Borrowers for such Loans or other extensions of credit on its books and this Noterecords, and further acknowledges and agrees that Loans and other extensions of credit to the Purchase Agreement Borrowers inure to the mutual benefit of all of the Borrowers and that the Administrative Agent and the other Related Agreements have been irrevocably terminated. [Balance Lenders are relying on the joint and several liability of page intentionally left blank; signature page followsthe Borrowers in extending the Loans and other financial accommodations hereunder.]

Joint and Several Obligations. All obligations of VOXX and EPXR as co-borrowers under this Note and the Related Agreements (the "Obligations") shall be Each Borrower is accepting joint and several obligationsliability hereunder and under the other Loan Documents, the Secured Hedge Agreements and the Secured Treasury Management Agreements in consideration of the financial accommodation to be provided by the Lenders, the L/C Issuers, any Agent, Arranger or Lender or any Affiliate of any of the foregoing and the Hedge Banks under this Agreement, the other Loan Documents, the Secured Hedge Agreements and the Secured Treasury Management Agreements, for the mutual benefit, directly and indirectly, of the other Borrower and in consideration of the undertakings of the other Borrower to accept joint and several liability for such Borrower. Each Borrower jointly and severally hereby 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 Obligations, it being the intention of the parties hereto that all the Obligations shall be the joint and several obligations of each of the Borrowers without preferences or distinction between them. If and to the extent that any Borrower shall fail to make any payment with respect to any Obligation as and when due or to perform any Obligation in accordance with the terms thereof, then in each such event, the other Borrower will make such payment with respect to, or perform, such Obligation. The obligations of each Borrower under the provisions of this Section 11.22 constitute full recourse obligations of such Borrower, enforceable against it to the full extent of its properties and assets, irrespective of the validity, regularity or enforceability of this Agreement or any other circumstances whatsoever. The provisions of this Section 11.22 supplement, and are not in limitation of, the provisions of Article IV hereof as they apply to each Borrower as a Guarantor (except as to its own primary Obligations) of the Obligations of each other Loan Party. Each Borrower hereby waives, to the maximum extent permitted by applicable Law, notice of acceptance of its joint and several liability. Each Borrower hereby waives, to the maximum extent permitted by law, notice of any Loan made under this Agreement, notice of occurrence of any Default or Event of Default or of any demand for any payment under this Agreement, notice of any action at any time taken or omitted by any Lender under or in respect of any of the Obligations, any requirement of diligence and, generally, all demands, notices and other formalities of every kind in connection with this Agreement. Each Borrower hereby assents to, and waives notice of, to the maximum extent permitted by applicable Law, any extension or postponement of the time for the payment of any Obligation, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by any Lender at any time or times in respect of any default by the other Borrower in the performance or satisfaction of any term, covenant, condition or provision of this Agreement, any and all other indulgences whatsoever by any Lender in respect of any of the Obligations, and the Borrower shall make payment upon taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any Obligation or the maturity addition, substitution or release, in whole or in part, of the Obligations by acceleration other Borrower. Without limiting the generality of the foregoing, each Borrower assents to any other action or otherwise, and such obligation and liability delay in acting or failure to act on the part of the Borrower shall in no way be affected by any extensionsLender, renewals and forbearance granted by the Holder to the Borrower, failure of Holder to give either EPXR or VOXX any notice, any failure of Holder to pursue to preserve its rights against either EPXR and/or VOXX, the release by Holder of any collateral now or thereafter acquired from either EPXR, VOXX and/or any other subsidiary of EPXR, and such agreement by each of EPXR and VOXX to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Holder to either EPXR, VOXX, or any other subsidiary of EPXR or any collateral for the Obligations or the lack thereof. Each of EPXR and VOXX expressly waives any and all rights of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which each of EPXR and/or VOXX may now or hereafter have against the other or other person or entity directly or contingently liable for the Obligations, or against or with respect to any other's property (including, without limitation, any property failure strictly or diligently to assert any right or to pursue any remedy or to comply fully with the applicable Laws or regulations thereunder which is collateral might, but for the Obligations), arising from the existence or performance provisions of this NoteSection 11.22, afford grounds for terminating, discharging or relieving such Borrower, in whole or in part, from any of its obligations under this Section 11.22, it being the intention of each Borrower that, so long as any Obligation remains unsatisfied, the Purchase Agreement obligations of such Borrower under this Section 11.22 shall not be discharged except by performance or payment and then only to the extent of such performance or payment. The obligations of each Borrower under this Section 11.22 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any Borrower or any Lender. The joint and several liability of the Borrowers hereunder shall continue in full force and effect notwithstanding any absorption, merger, amalgamation or any other Related Agreementchange whatsoever in the name, until all Obligations have been indefeasibly paid in full and membership, constitution or place of formation of any Borrower or any Lender. The provisions of this Note, Section 11.22 are made solely for the Purchase Agreement benefit of the Administrative Agent and the other Related Agreements have Secured Parties and their respective successors and assigns, and may be enforced by any such Person from time to time against any Borrower as often as occasion therefor may arise and without requirement on the part of the Administrative Agent or any other Secured Party first to marshal any of its claims or to exercise any of its rights against the other Borrower or to exhaust any remedies available to it against the other Borrower or to resort to any other source or means of obtaining payment of any Obligation or to elect any other remedy. If at any time, any payment, or any part thereof, made in respect of any Obligation, is rescinded or must otherwise be restored or returned by the Administrative Agent or any other Secured Party upon the insolvency, bankruptcy or reorganization of any Borrower, or otherwise, the provisions of this Section 11.22 will forthwith be reinstated in effect, as though such payment had not been irrevocably terminatedmade. [Balance Notwithstanding any provision to the contrary contained herein or in any other Loan Document, to the extent the joint and several obligations of page intentionally left blank; signature page followsany Borrower shall be adjudicated to be invalid or unenforceable for any reason (including because of any applicable state, provincial 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 permissible under applicable Law (whether federal, state or provincial and including, without limitation, Title 11 of the United States Code, as now constituted or hereafter amended, or any other Debtor Relief Laws), after taking into account, among other things, such Xxxxxxxx’s right of contribution and indemnification from each other Loan Party under applicable Law.]

Joint and Several Obligations. All obligations of VOXX Each Borrower acknowledges that it is jointly and EPXR as co-borrowers under this Note and the Related Agreements (the "Obligations") shall be joint and several obligations, and the Borrower shall make payment upon the maturity severally liable for all of the Obligations and as a result hereby unconditionally guaranties the full and prompt payment when due, whether at maturity or earlier, by reason of acceleration or otherwise, and at all times thereafter, of all Obligations of every kind and nature of each other Borrower to Agent and Lenders and, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, joint or several, now or hereafter existing, or due or to become due, and howsoever owned, held or acquired by Agent or any Lender. Each Borrower agrees that if this guaranty, or any Liens securing this guaranty, would, but for the application of this sentence, be unenforceable under applicable law, this guaranty and each such obligation Lien shall be valid and enforceable to the maximum extent that would not cause this guaranty or such Lien to be unenforceable under applicable law, and this guaranty shall automatically be deemed to have been amended accordingly at all relevant times. Each Borrower hereby agrees that its obligations under this guaranty shall be unconditional, irrespective of (a) the validity or enforceability of the Obligations or any part thereof, or of any promissory note or other document evidencing all or any part of the Obligations, (b) the absence of any attempt to collect the Obligations from any other Borrower or any Guarantor or other action to enforce the same, (c) the waiver or consent by Agent or any Lender with respect to any provision of any agreement, instrument or document evidencing or securing all or any part of the Obligations, or any other agreement, instrument or document now or hereafter executed by any other Borrower and delivered to Agent or any Lender (other than a waiver, forgiveness or consent by Agent and Lenders that reduces the amount of any of the Obligations), (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 to, any security or Collateral for the Obligations, for its benefit, (e) Agent's or any Lender's election, in any proceeding instituted under the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of the application of Section 1111(b)(2) of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (f) any borrowing or grant of a security interest by any Borrower as debtor-in-possession, under Section 364 of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (g) the disallowance, under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of all or any portion of Agent's or any Lender's claim(s) for repayment of the Obligations or (h) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a borrower or a guarantor. Each Borrower hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of receivership or bankruptcy of any other Borrower, protest or notice with respect to the Obligations owed by any other Borrower and all demands whatsoever with respect thereto, and covenants that this guaranty will not be discharged, except by complete and irrevocable payment and performance of the Obligations. No notice to any Borrower or any other party shall be required for Agent or any Lender to make demand hereunder. Such demand shall constitute a mature and liquidated claim against the applicable Borrower. During the existence of any Event of Default, Agent and Lenders may, at their election, proceed directly and at once, without notice, against all or any of the Borrowers 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 any security or collateral for the Obligations. During the existence of an Event of Default, Agent and each Lender shall have the exclusive right to determine the application of payments and credits, if any from any Borrower, any other Person or any security or collateral for the Obligations, on account of the Obligations or of any other liability of any Borrower to Agent or any Lender. Each Borrower hereby waives notice of acceptance of its joint and several liability, notice of any and all Loans made under this Agreement, notice of occurrence of any Event of Default, or of any demand for any payment of any Obligations owed by any other Borrower under this Agreement, notice of any action at any time taken or omitted by Agent, Tranche B Agent or any Lender under or in respect of any of the Obligations, any requirement of diligence and, generally, all formalities of every kind in connection with this Agreement. Each Borrower hereby assents to, and waives notice of, any extension or postponement of the time for the payment of any of the Obligations hereunder, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by Agent, Tranche B Agent or any 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 Agent, Tranche B Agent or any Lender in respect of any of the Obligations hereunder, and the taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any of such 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 the Borrower shall in no way be affected by any extensionsAgent, renewals and forbearance granted by the Holder to the Borrower, failure of Holder to give either EPXR or VOXX any notice, any failure of Holder to pursue to preserve its rights against either EPXR and/or VOXX, the release by Holder of any collateral now or thereafter acquired from either EPXR, VOXX and/or any other subsidiary of EPXR, and such agreement by each of EPXR and VOXX to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Holder to either EPXR, VOXX, Tranche B Agent or any other subsidiary of EPXR or any collateral for the Obligations or the lack thereof. Each of EPXR and VOXX expressly waives any and all rights of subrogationLender, reimbursement, indemnity, exoneration, contribution or any other claim which each of EPXR and/or VOXX may now or hereafter have against the other or other person or entity directly or contingently liable for the Obligations, or against or with respect to any other's property (including, without limitation, any property failure strictly or diligently to assert any right or to pursue any remedy or to comply fully with applicable laws or regulations thereunder which is collateral might, but for the provisions of this Section 2.14, afford grounds for terminating, discharging or releasing such Borrower, in whole or in part, from any of its obligations under this Section 2.14, it being the intention of each Borrower that, so long as any of the Obligations hereunder remain unsatisfied, the obligations of such Borrower under this Section 2.14 shall not be discharged except by performance and then only to the extent of such performance. Each Borrower hereby waives all suretyship and similar defenses to its absolute and unconditional liability on the Obligations. The obligations of each Borrower under this Section 2.14 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any Borrower, Agent, Tranche B Agent or any Lender. The joint and several liability of the Borrowers hereunder 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, Agent, Tranche B Agent or any Lender. Notwithstanding anything to the contrary set forth in this Section 2.14, it is the intent of the parties hereto that the liability incurred by each Borrower in respect of the Obligations of the other Borrowers (and any Lien granted by each Borrower to secure such Obligations), arising from not constitute a fraudulent conveyance under Section 548 of the existence United States Bankruptcy Code or performance a fraudulent conveyance or fraudulent transfer under the provisions of any applicable law of any state or other governmental unit ("Fraudulent Conveyance"). Consequently, each Borrower, Agent and each Lender hereby agree that if a court of competent jurisdiction determines that the incurrence of liability by any Borrower in respect of the Obligations of any other Borrower (or any Liens granted by such Borrower to secure such Obligations) would, but for the application of this Notesentence, constitute a Fraudulent Conveyance, such liability (and such Liens) shall be valid and enforceable only to the Purchase Agreement or any other Related Agreementmaximum extent that would not cause the same to constitute a Fraudulent Conveyance, until all Obligations have been indefeasibly paid in full and this Note, the Purchase Agreement and the other Related Agreements Loan Documents shall automatically be deemed to have been irrevocably terminated. [Balance of page intentionally left blank; signature page followsamended accordingly.]

Joint and Several Obligations. All obligations of VOXX Each Borrower acknowledges that it is jointly and EPXR as co-borrowers under this Note and the Related Agreements (the "Obligations") shall be joint and several obligations, and the Borrower shall make payment upon the maturity severally liable for all of the Obligations and as a result hereby unconditionally guaranties the full and prompt payment when due, whether at maturity or earlier, by reason of acceleration or otherwise, and at all times thereafter, of all indebtedness, liabilities and obligations of every kind and nature of each other Borrower to Agent and Lenders and, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, joint or several, now or hereafter existing, or due or to become due, and howsoever owned, held or acquired by Agent or any Lender. Each Borrower agrees that if this guaranty, or any Liens securing this guaranty, would, but for the application of this sentence, be unenforceable under applicable law, this guaranty and each such obligation Lien shall be valid and liability on enforceable to the maximum extent that would not cause this guaranty or such Lien to be unenforceable under applicable law, and this guaranty shall automatically be deemed to have been amended accordingly at all relevant times. Each Borrower hereby agrees that its obligations under this guaranty shall be unconditional, irrespective of (a) the validity or enforceability of the Obligations or any part thereof, or of any promissory note or other document evidencing all or any part of the Obligations, (b) the absence of any attempt to collect the Obligations from any other Borrower shall in no way be affected or any Guarantor or other action to enforce the same, (c) the waiver or consent by Agent or any Lender with respect to any provision of any agreement, instrument or document evidencing or securing all or any part of the Obligations, or any other agreement, instrument or document now or hereafter executed by any extensionsother Borrower and delivered to Agent or any Lender (other than a waiver, renewals forgiveness or consent by Agent and forbearance granted Lenders that reduces the amount of any of the Obligations), (d) the failure by the Holder Agent or any Lender to the Borrowertake any steps to perfect and maintain its security interest in, failure of Holder to give either EPXR or VOXX any notice, any failure of Holder to pursue to preserve its rights against either EPXR and/or VOXXto, any security or Collateral for the release Obligations, for its benefit, (e) Agent's or any Lender's election, in any proceeding instituted under the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of the application of Section 1111(b)(2) of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (f) any borrowing or grant of a security interest by Holder any Borrower as debtor-in-possession, under Section 364 of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (g) the disallowance, under Section 502 of the United States Bankruptcy Code or any other simxxxx xxxxxxxxxx xx xxxxxxxxxx xxgislation, of all or any portion of Agent's or any Lender's claim(s) for repayment of the Obligations or (h) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a borrower or a guarantor. Each Borrower hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of receivership or bankruptcy of any collateral now Borrower, protest or thereafter acquired from either EPXRnotice with respect to the Obligations and all demands whatsoever, VOXX and/or and covenants that this guaranty will not be discharged, except by complete and irrevocable payment and performance of the Obligations. No notice to any Borrower or any other subsidiary party shall be required for Agent or any Lender to make demand hereunder. Such demand shall constitute a mature and liquidated claim against the applicable Borrower. Upon the occurrence of EPXRany Event of Default, Agent or any Lender may, in its sole election, proceed directly and such agreement by each at once, without notice, against all or any Borrower to collect and recover the full amount or any portion of EPXR and VOXX to pay upon the Obligations, without first proceeding against any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Holder to either EPXR, VOXXother Borrower or any other Person, or any other subsidiary security or collateral for the Obligations. During any period in which an Event of EPXR Default exists, each Borrower irrevocably waives the right to direct the application of any and all payments and collections at any time or times hereafter received by Agent from or on behalf of such Borrower, and each Borrower does hereby irrevocably agree that Agent shall have the continuing exclusive right to apply and reapply any and all such payments and collections received at any time or times hereafter by Agent or its agent against the Obligations, in such manner as Agent may deem advisable, notwithstanding any entry by Agent or any Lender upon any of its books and records. At any time after and during the continuance of an Event of Default, Agent and each Lender may, in its sole discretion, without notice to any Borrower and regardless of the acceptance of any collateral for the payment hereof, appropriate and apply toward payment of the Obligations (i) any indebtedness due or the lack thereof. Each of EPXR and VOXX expressly waives any and all rights of subrogation, reimbursement, indemnity, exoneration, contribution to become due from Agent or any Lender to such Borrower and (ii) any moneys, credits or other claim which property belonging to such Borrower at any time held by or coming into the possession of Agent or any Lender or any Affiliates thereof, whether for deposit or otherwise. Notwithstanding anything to the contrary set forth in this Section 2.13, it is the intent of the parties hereto that the liability incurred by each Borrower in respect of EPXR and/or VOXX may now or hereafter have against the Obligations of the other or other person or entity directly or contingently liable for the Obligations, or against or with respect Borrowers (and any Lien granted by each Borrower to any other's property (including, without limitation, any property which is collateral for the secure such Obligations), arising from not constitute a fraudulent conveyance under Section 548 of the existence United States Bankruptcy Code or performance a fraudulent conveyance or fraudulent transfer under the provisions of any applicable law of any state or other governmental unit ( "Fraudulent Conveyance"). Consequently, each Borrower, Agent and each Lender hereby agree that if a court of competent jurisdiction determines that the incurrence of liability by any Borrower in respect of the Obligations of any other Borrower (or any Liens granted by such Borrower to secure such Obligations) would, but for the application of this Notesentence, constitute a Fraudulent Conveyance, such liability (and such Liens) shall be valid and enforceable only to the Purchase Agreement or any other Related Agreementmaximum extent that would not cause the same to constitute a Fraudulent Conveyance, until all Obligations have been indefeasibly paid in full and this Note, the Purchase Agreement and the other Related Agreements Loan Documents shall automatically be deemed to have been irrevocably terminated. [Balance of page intentionally left blank; signature page followsamended accordingly.]

Joint and Several Obligations. All obligations (a) Each Borrower hereby acknowledges and agrees that (i) each Borrower shall be jointly and severally liable to Lender to the maximum extent permitted by Requirements of VOXX and EPXR as co-borrowers under this Note and Law for all Secured Obligations, (ii) the Related Agreements liability of each Borrower with respect to the Secured Obligations (the "Obligations"A) shall be joint absolute and several obligationsunconditional and shall remain in full force and effect, and be reinstated, until all Secured Obligations shall have been paid, performed and/or satisfied, as applicable, in full, and (B) until such payment, performance and/or satisfaction, as applicable, has occurred, shall not be discharged, affected, modified or impaired on the Borrower shall make payment upon the maturity occurrence from time to time of any event, including any of the following, whether or not with notice to or the consent of any Borrower, (1) the waiver, compromise, settlement, release, termination or amendment (including any extension or postponement of the time for payment, performance, satisfaction, renewal or refinancing) of any of the Secured Obligations (other than a waiver, compromise, settlement, release or termination in full of the Secured Obligations), (2) the failure to give notice to any Borrower of the occurrence of any nonpayment or other default, (3) the failure to make any demand for payment of any amounts owing to Lender by acceleration any other Borrower, (4) the release, substitution or otherwiseexchange by Lender of any Underlying Loan (whether with or without consideration) or the acceptance by Lender of any additional collateral or the availability or claimed availability of any other collateral or source of repayment or any non-perfection or other impairment of collateral, and such obligation and liability on (5) the release of any Person primarily or secondarily liable for all or any part of the Secured Obligations, whether by Lender or in connection with any Bankruptcy Action affecting any Borrower shall in no way be affected by any extensions, renewals and forbearance granted by the Holder to the Borrower, failure of Holder to give either EPXR or VOXX any notice, any failure of Holder to pursue to preserve its rights against either EPXR and/or VOXX, the release by Holder of any collateral now or thereafter acquired from either EPXR, VOXX and/or any other subsidiary of EPXR, and such agreement by each of EPXR and VOXX to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Holder to either EPXR, VOXXPerson who, or any other subsidiary of EPXR whose property, shall at the time in question be obligated in respect of the Secured Obligations or any collateral part thereof, or (6) to the extent permitted by Requirements of Law, any other event, occurrence, action or circumstance that would, in the absence of this Section 11.17, result in the release or discharge of any or all Borrowers from the performance or observance of any Secured Obligation, (iii) Lender shall not be required first to initiate any suit or to exhaust its remedies against any Borrower or any other Person to become liable, or against any of the Underlying Loans, in order to enforce the Loan Documents and each Borrower expressly agrees that, notwithstanding the occurrence of any of the foregoing, each Borrower shall be and remain directly and primarily liable for all sums due under any of the Obligations Loan Documents, (iv) when making any demand hereunder against any Borrower, Lender may, but shall be under no obligation to, make a similar demand on any other Borrower, and any failure by Lender to make any such demand or to collect any payments from any other Borrower, or any release of any such other Borrower shall not relieve any Borrower in a respect of which a demand or collection is not made or Borrowers not so released of their obligations or liabilities hereunder, and shall not impair or affect the lack thereof. Each rights and remedies, express or implied, or as a matter of EPXR law, of Lender against Borrowers, and VOXX expressly (v) on disposition by Lender of any Underlying Loan, each Borrower shall be and shall remain jointly and severally liable for any deficiency to the extent set forth in this Agreement and the other Loan Documents. (b) In furtherance of the foregoing, each Borrower waives (i) any and all rights notices of subrogationthe creation, reimbursementrenewal, indemnity, exoneration, contribution extension or accrual of any amounts at any time owing to Lender by any other claim which each Borrower under the Loan Documents, (ii) any and all notices of EPXR and/or VOXX may now or hereafter proof of reliance by Lender upon any Borrower or acceptance of the obligations of any Borrower under this Section 11.17, and all such amounts, and any of them, shall conclusively be deemed to have against been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the other obligations of Borrowers under this Section 11.17, (iii) diligence, presentment, protest, demand for payment and notice of nonpayment or other person default to or entity directly or contingently liable for the Obligations, or against or upon any Borrower with respect to any other's property (includingamounts at any time owing to Lender by any Borrower under the Loan Documents, without limitation, any property which is collateral for the Obligations), arising from the existence or performance of other than such notices as are expressly required to be given under this Note, the Purchase Agreement or any of the other Related AgreementLoan Documents. (c) To the extent any Borrower (a “Paying Borrower”) shall have paid more than its proportionate share of any payment made hereunder, such Paying Borrower hereby waives (i) any right to subrogation or set-off that it may acquire on account of such payment against any other Borrower or any collateral security or guarantee and (ii) the right to seek contribution or reimbursement from any other Borrower in respect such payment, in each case, until all Secured Obligations have been indefeasibly are paid in full full. If any amount shall be paid to any Paying Borrower on account of such subrogation rights at any time when any Secured Obligations are outstanding, amount shall be held by Paying Borrower in trust for Lender, segregated from other funds of Paying Borrower, and this Noteshall, forthwith upon receipt by Paying Borrower, be turned over to Lender in the Purchase Agreement and exact form received by Paying Borrower (duly indorsed by the Paying Borrower to Lender, if required), to be applied against amounts owing to Lender by Borrowers under the Loan Documents, whether matured or unmatured, in such order as Lender may determine. (d) With respect to any matter under the Loan Documents for which (i) any consent or approval of Borrower is required, (ii) any notice to, or from, Borrower is required or (iii) any other Related Agreements have been irrevocably terminated. [Balance of page intentionally left blank; signature page followsundertaking is made by Borrower, unless otherwise specified with respect to such consent, approval, notice or undertaking, such action by (or notice to) any Borrower shall be sufficient for all such purpose.]

Joint and Several Obligations. All obligations of VOXX and EPXR as co-borrowers (a) At all times when there is more than one Guarantor under this Note Guaranty, each Guarantor hereby acknowledges and agrees that (i) each Guarantor shall be jointly and severally liable to Buyer to the maximum extent permitted by Requirements of Law for all Guarantor Liabilities, (ii) the liability of each Guarantor (A) shall be absolute and unconditional and shall remain in full force and effect (or be reinstated) until the Guaranteed Indebtedness shall have been fully and indefeasibly paid, the Guarantor Liabilities shall have been fully and indefeasibly paid, performed and discharged, the Repurchase Documents have been terminated and the Related Agreements expiration of any applicable preference or similar period pursuant to any Insolvency Law, or at law or in equity, without any claim having been made before the expiration of such period asserting an interest in all or any part of any payment(s) received by Buyer, and (B) until such payment has been made and such obligations satisfied, shall not be discharged, affected, modified or impaired on the occurrence from time to time of any event, including any of the following, whether or not with notice to or the consent of each Guarantor, (1) the waiver, compromise, settlement, release, termination or amendment (including any extension or postponement of the time for payment or performance or renewal or refinancing) of any of the Repurchase Obligations, Guarantor Liabilities, (2) the failure to give notice to each Guarantor of the occurrence of an Event of Default, (3) the release, substitution or exchange by Buyer of any Purchased Asset, Pledged Collateral or any collateral, property or security for the Repurchase Documents or the Guarantor Liabilities (in each case, whether with or without consideration) or the acceptance by Buyer of any additional collateral or the availability or claimed availability of any other collateral or source of repayment or any nonperfection or other impairment of collateral, (4) the release of any Person primarily or secondarily liable for all or any part of the Repurchase Obligations or the Guarantor Liabilities, whether by Buyer or in connection with any Insolvency Proceeding affecting any Guarantor or any other Person who, or any of whose property, shall at the time in question be obligated in respect of the Repurchase Obligations or the Guarantor Liabilities, the other duties and obligations under the Repurchase Documents or any part of the foregoing, or (5) to the extent permitted by Requirements of Law, any other event, occurrence, action or circumstance that would, in the absence of this Section 6.28, result in the release or discharge of any or all of Guarantors from the performance or observance of any of the Guarantor Liabilities, (iii) Buyer shall not be required first to initiate any suit or to exhaust its remedies against any Guarantor or any other Person to become liable, or against any of the Purchased Assets, Pledged Collateral or any collateral, property or security for the Repurchase Documents or the Guarantor Liabilities, in order to enforce this Guaranty or other Repurchase Documents and each Guarantor expressly agrees that, notwithstanding the occurrence of any of the foregoing, each Guarantor shall be and remain directly and unconditionally liable for all sums due under this Guaranty, (iv) when making any demand hereunder against any Guarantor, Buyer may, but shall be under no obligation to, make a similar demand on any other Guarantor, and any failure by Buyer to make any such demand or to collect any payments from any other Guarantor, or any release of any such other Guarantor, shall not relieve any Guarantor in respect of which a demand or collection is not made or Guarantors 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 Requirements of Law, of Buyer against Guarantors (or of any Guarantor against another Guarantor or Seller, Pledgor or any other Person obligated under the Repurchase Documents), and (v) on disposition by Buyer of any property encumbered by any Purchased Assets, Pledged Collateral or any collateral, property or security for the Guarantor Liabilities each Guarantor shall be and shall remain jointly and severally liable for any deficiency. (b) To the extent any Guarantor has paid any amount hereunder, it shall be entitled to collect such amount from the Seller, Pledgor or any other Person obligated under the Repurchase Documents for any amounts so paid by Guarantor; provided, however, that Guarantor's claim for collection of such amount shall constitute a Guarantor Claim and shall be subject to the provisions of Section 6.24 above. To the extent that any Guarantor (the "Obligationspaying Guarantor") pays more than its proportionate share of any payment made hereunder, the paying Guarantor shall be joint entitled to seek and several obligationsreceive contribution from and against any other Guarantor that has not paid its proportionate share; provided, that the provisions of this Section 6.28 shall not limit the duties, covenants, agreements, obligations and liabilities of any Guarantor to Buyer, and, notwithstanding any payment or payments made by the Borrower shall make payment upon the maturity paying Guarantor hereunder or any set‑off or application of funds of the Obligations paying Guarantor by acceleration or otherwiseBuyer, and such obligation and liability on the part paying Guarantor shall not be entitled to be subrogated to any of the Borrower shall in no way be affected by any extensions, renewals and forbearance granted by the Holder to the Borrower, failure rights of Holder to give either EPXR or VOXX any notice, any failure of Holder to pursue to preserve its rights Buyer against either EPXR and/or VOXX, the release by Holder of any collateral now or thereafter acquired from either EPXR, VOXX and/or any other subsidiary of EPXR, and such agreement by each of EPXR and VOXX to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Holder to either EPXR, VOXX, or any other subsidiary of EPXR Guarantor or any collateral for security or guarantee or right of set‑off held by Buyer, nor shall the Obligations paying Guarantor seek or the lack thereof. Each of EPXR and VOXX expressly waives be entitled to seek any and all rights of subrogation, reimbursement, indemnity, exoneration, contribution or reimbursement from any other claim which each Guarantor in respect of EPXR and/or VOXX may now or hereafter have against payments made by the other or other person or entity directly or contingently liable for the Obligations, or against or with respect to any other's property (including, without limitation, any property which is collateral for the Obligations), arising from the existence or performance of this Note, the Purchase Agreement or any other Related Agreementpaying Guarantor hereunder, until all Obligations Guarantor Liabilities are fully and indefeasibly paid, performed and discharged and the Repurchase Documents have been indefeasibly terminated. If any amount shall be paid to the paying Guarantor on account of such subrogation rights at any time when all such amounts shall not have been paid in full full, such amount shall be held by the paying Guarantor in trust for Buyer, segregated from other funds of the paying Guarantor, and this Noteshall, forthwith upon receipt by the Purchase Agreement and paying Guarantor, be turned over to Buyer in the other Related Agreements have been irrevocably terminated. [Balance of page intentionally left blank; signature page followsexact form received by the paying Guarantor (duly indorsed by the paying Guarantor to Buyer, if required), to be applied against the Guarantor Liabilities, whether matured or unmatured, in such order as Buyer may determine.]

Joint and Several Obligations. All obligations Each Person included in the term “Borrower” hereby irrevocably and unconditionally agrees that it is jointly and severally liable for all of VOXX and EPXR as co-borrowers under this Note and the Related Agreements (the "Obligations") shall be joint and several liabilities, obligations, covenants and the Borrower shall make payment upon the maturity of the Obligations by acceleration or otherwise, and such obligation and liability on the part agreements of the Borrower shall hereunder and under the other Loan Documents, whether now or hereafter existing or due or to become due. The obligations under the Loan Documents of any Person included in no way the term “Borrower” may be affected by any extensions, renewals and forbearance granted enforced by the Holder Lender against any one or more of such Person or all of them in any manner or order selected by the Lender in its sole discretion. Each Person included in the term “Borrower” hereby irrevocably waives (i) any rights of subrogation, and (ii) any rights of contribution, indemnity or reimbursement, in each case, that such Person may acquire or that may arise against any other Person included in the term “Borrower” due to any payment or performance made under this Agreement or any other Loan Document, in each case until all obligations of the Borrower under this Agreement and the other Loan Documents are paid in full and performed, no Letter of Credit is outstanding and Lender has no obligation to make any further Advances or issue any Letters of Credit Obligations. Without limiting the foregoing provisions of this Section 10.20, each Person included in the term “Borrower” acknowledges and agrees that: (a) its obligations under this Agreement and each other Loan Document shall remain enforceable against it even though such obligations may be unenforceable or not allowable against any other Person included in the term “Borrower” due to the existence of an insolvency proceeding involving such other Person; (b) its obligations under this Agreement are independent of the obligations of each other Person included in the term “Borrower”, failure and a separate action or actions may be brought and prosecuted against it in respect of Holder to give either EPXR such obligations irrespective of whether any action is brought against any such other Person or VOXX any noticesuch other Person is joined in any such action or actions; (c) it hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any failure or all of Holder to pursue to preserve its rights against either EPXR and/or VOXX, the release by Holder following: (i) any lack of validity or enforceability of this Agreement or any other Loan Document in respect of any collateral now other Person included in the term “Borrower”; (ii) any change in the time, manner or thereafter acquired from either EPXRplace of payment of, VOXX and/or or in any other subsidiary term of, all or any of EPXR, and such agreement by each the obligations of EPXR and VOXX to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Holder to either EPXR, VOXXother Person included in the term “Borrower” under or in respect of this Agreement or any other Loan Document, or any other subsidiary amendment or waiver of EPXR or any collateral for the Obligations or the lack thereof. Each of EPXR and VOXX expressly waives any and all rights of subrogation, reimbursement, indemnity, exoneration, contribution consent to departure from this Agreement or any other claim which each Loan Document, in respect of EPXR and/or VOXX may now any such other Person; (iii) any change, restructuring or hereafter have against termination of the structure or existence of any other Person included in the term “Borrower”; (iv) the failure of any other Person to execute or deliver any other person agreement or entity directly the release or contingently liable for the Obligations, or against or reduction of liability of any other Person with respect to any other's property (including, without limitation, obligations of any property which is collateral for Person included in the Obligations), arising from the existence or performance of term “Borrower” under this Note, the Purchase Agreement or any other Related Agreement, until all Obligations Loan Document; or (v) unless the obligations of the Borrower under this Agreement and the other Loan Documents have been indefeasibly paid in full and performed, no Letter of Credit is outstanding and Lender has no obligation to make any further Advances or issue any Letters of Credit Obligations, any other circumstance (including any statute of limitations) or any existence of or reliance on any representation by any other Person that might otherwise constitute a defense available to, or a discharge of, any other Person included in the term “Borrower”; (d) its obligations under this Note, the Purchase Agreement and the other Related Agreements have Loan Documents shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any such obligations is rescinded or must otherwise be returned by any Person upon the insolvency, bankruptcy or reorganization of any other Person included in the term “Borrower”, all as though such payment had not been made; and (e) it hereby unconditionally and irrevocably terminated. [Balance waives any right to revoke its joint and several liability under the Loan Documents and acknowledges that such liability is continuing in nature and applies to all obligations of page intentionally left blank; signature page followsthe Borrower under the Loan Documents, whether existing now or in the future.]

Joint and Several Obligations. All obligations Each and every representation, ----------------------------- warranty, covenant and agreement made by either of VOXX the Borrowers, hereunder and EPXR as co-borrowers under this Note and the Related Agreements (the "Obligations") other Loan Documents shall be joint and several obligationsseveral, and the Borrower shall make payment upon the maturity of the Obligations by acceleration whether or otherwisenot so expressed, and such obligation obligations of either of the Borrowers shall not be subject to any counterclaim, setoff, recoupment or defense based upon any claim either Borrower may have against the other Borrower or the Bank, and liability shall remain in full force and effect without regard to, and shall not be released, discharged or in any way affected by, any circumstance or condition affecting the other Borrower, including without limitation (a) any waiver, consent, extension, renewal, indulgence or other action or inaction under or in respect of this Agreement or any other Loan Document, or any agreement or other document related thereto with respect to the other Borrower, or any exercise or nonexercise of any right, remedy, power or privilege under or in respect of any such agreement or instrument with respect to the other Borrower, or the failure to give notice of any of the foregoing to Trans-Tech, it being agreed by Trans-Tech that notice in each such case to Alpha shall be sufficient and that no notice to the Borrowers shall be effective without notice to Alpha; (b) any invalidity or unenforceability, in whole or in part, of any such agreement or instrument with respect to the other Borrower; (c) any failure on the part of the other Borrower shall in no way be affected by for any extensionsreason to perform or comply with any term of any such agreement or instrument; (d) any bankruptcy, renewals and forbearance granted by the Holder insolvency, reorganization, arrangement, readjustment, composition, liquidation or similar proceeding with respect to the other Borrower or its properties or creditors; or (e) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, with respect to the other Borrower, failure . Each Borrower hereby waives any requirement of Holder diligence or promptness on the part of the Bank in the enforcement of the Bank's rights hereunder or under any other Loan Document with respect to give either EPXR the obligations of itself or VOXX any notice, of the other Borrower. Without limiting the foregoing any failure of Holder to make any demand upon, to pursue to preserve its or exhaust any rights or remedies against either EPXR and/or VOXX, the release by Holder of any collateral now or thereafter acquired from either EPXR, VOXX and/or any other subsidiary of EPXR, and such agreement by each of EPXR and VOXX to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Holder to either EPXR, VOXXa Borrower, or any delay with respect thereto, shall not affect the obligations of the other subsidiary of EPXR Borrower hereunder or any collateral for the Obligations or the lack thereof. Each of EPXR and VOXX expressly waives any and all rights of subrogation, reimbursement, indemnity, exoneration, contribution or under any other claim which each of EPXR and/or VOXX may now or hereafter have against the other or other person or entity directly or contingently liable for the Obligations, or against or with respect to any other's property (including, without limitation, any property which is collateral for the Obligations), arising from the existence or performance of this Note, the Purchase Agreement or any other Related Agreement, until all Obligations have been indefeasibly paid in full and this Note, the Purchase Agreement and the other Related Agreements have been irrevocably terminated. [Balance of page intentionally left blank; signature page followsLoan Document.]

Joint and Several Obligations. All obligations (a) Each Seller hereby acknowledges and agrees that (i) each Seller shall be jointly and severally liable to Buyer to the maximum extent permitted by Requirement of VOXX and EPXR as co-borrowers under this Note and Law for all Repurchase Obligations, (ii) the Related Agreements liability of each Seller with respect to the Repurchase Obligations (the "Obligations"A) shall be joint absolute and several obligations, and the Borrower shall make payment upon the maturity of the Obligations by acceleration or otherwise, and such obligation and liability on the part of the Borrower shall in no way be affected by any extensions, renewals and forbearance granted by the Holder unconditional to the Borrower, failure of Holder to give either EPXR or VOXX any notice, any failure of Holder to pursue to preserve its rights against either EPXR and/or VOXX, the release by Holder of any collateral now or thereafter acquired from either EPXR, VOXX and/or any other subsidiary of EPXR, and such agreement by each of EPXR and VOXX to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Holder to either EPXR, VOXX, or any other subsidiary of EPXR or any collateral for the Obligations or the lack thereof. Each of EPXR and VOXX expressly waives any and all rights of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which each of EPXR and/or VOXX may now or hereafter have against the other or other person or entity directly or contingently liable for the Obligations, or against or with respect to any other's property (including, without limitation, any property which is collateral for the Obligations), arising from the existence or performance of extent set forth in this Note, the Purchase Agreement or any other Related Agreement, until all Obligations have been indefeasibly paid in full and this Note, the Purchase Agreement and the other Related Agreements Transaction Documents and shall remain in full force and effect (or be reinstated) until all Repurchase Obligations shall have been irrevocably terminated. [Balance paid, performed and/or satisfied, as applicable, in full, and (B) until such payment, performance and/or satisfaction, as applicable, has occurred, shall not be discharged, affected, modified or impaired on the occurrence from time to time of page intentionally left blank; signature page followsany event, including any of the following, whether or not with notice to or the consent of each Seller, (1) the waiver, compromise, settlement, release, termination or amendment (including any extension or postponement of the time for payment, performance, satisfaction, renewal or refinancing) of any of the Repurchase Obligations (other than a waiver, compromise, settlement, release or termination in full of the Repurchase Obligations), (2) the failure to give notice to each Seller of the occurrence of an Event of Default, (3) the release, substitution or exchange by Buyer of any Purchased Loan (whether with or without consideration) or the acceptance by Buyer of any additional collateral or the availability or claimed availability of any other collateral or source of repayment or any non-perfection or other impairment of collateral, (4) the release of any Person primarily or secondarily liable for all or any part of the Repurchase Obligations, whether by Buyer or in connection with any Act of Insolvency affecting any Seller or any other Person who, or any of whose property, shall at the time in question be obligated in respect of the Repurchase Obligations or any part thereof, or (5) to the extent permitted by Requirement of Law, any other event, occurrence, action or circumstance that would, in the absence of this Section 32, result in the release or discharge of any or all Sellers from the performance or observance of any Repurchase Obligation, (iii) Buyer shall not be required first to initiate any suit or to exhaust its remedies against any Seller or any other Person to become liable, or against any of the Purchased Loans, in order to enforce the Transaction Documents and each Seller expressly agrees that, notwithstanding the occurrence of any of the foregoing, each Seller shall be and remain directly and primarily liable for all sums due under any of the Transaction Documents, (iv) when making any demand hereunder against any Seller, Buyer may, but shall be under no obligation to, make a similar demand on any other Seller, and any failure by Buyer to make any such demand or to collect any payments from any other Seller, or any release of any such other Seller shall not relieve any Seller in a 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 Buyer against Sellers, and (v) on disposition by Buyer of any property encumbered by any Purchased Loans, each Seller shall be and shall remain jointly and severally liable for any deficiency to the extent set forth in this Agreement and the other Transaction Documents.] (b) Buyer hereby acknowledges and agrees that the provisions of this Section 32 and the obligation of each Seller to be jointly and severally liable for the Repurchase Obligations do not and shall not violate any of the provisions of Section 13 of this Agreement or otherwise cause any Seller to no longer be a Special Purpose Entity.

Joint and Several Obligations. All obligations (a) Each of VOXX and EPXR as co-borrowers under this Note and the Related Agreements (the "Obligations") Borrowers shall be jointly and severally liable hereunder and under each of the other Loan Documents with respect to all Obligations, regardless of which of the Borrowers actually receives the proceeds of the Loans or the benefit of any other extensions of credit hereunder, or the manner in which the Lead Borrower, the Borrowers, the Administrative Agent, the Lenders or any of the Issuing Banks account therefore in their respective books and records. In furtherance and not in limitation of the foregoing, (i) each Borrower’s obligations and liabilities with respect to proceeds of Loans which it receives or Letters of Credit issued for its account, and related fees, costs and expenses, and (ii) each Borrower’s obligations and liabilities arising as a result of the joint and several liability of the Borrowers hereunder with respect to proceeds of Loans received by, or Letters of Credit issued for the account of, any of the other Borrowers, together with the related fees, costs and expenses, shall be separate and distinct obligations, both of which are primary obligations of such Borrower. Except as otherwise provided in any Loan Document, the joint and several liability of any of the Borrower Borrowers shall make payment upon not be impaired or released by (A) the maturity failure of the Administrative Agent, any Lender, the Collateral Agent or any Issuing Bank, any successors or assigns thereof, or any holder of any Note or any of the Obligations by acceleration to assert any claim or demand or to exercise or enforce any right, power or remedy against the Lead Borrower, any Borrower, any Subsidiary of any Borrower, any other Person, the Collateral or otherwise; (B) any extension or renewal for any period (whether or not longer than the original period) or exchange of any of the Obligations or the release or compromise of any obligation of any nature of any Person with respect thereto; (C) the surrender, and release or exchange of all or any part of any property (including without limitation the Collateral) securing payment, performance and/or observance of any of the Obligations or the compromise or extension or renewal for any period (whether or not longer than the original period) of any obligations of any nature of any Person with respect to any such obligation and liability property; (D) any action or inaction on the part of the Borrower shall in no way be affected by any extensionsAdministrative Agent, renewals and forbearance granted by the Holder to the Borrower, failure of Holder to give either EPXR or VOXX any noticeCollateral Agent, any failure of Holder to pursue to preserve its rights against either EPXR and/or VOXX, the release by Holder of Lender or any collateral now or thereafter acquired from either EPXR, VOXX and/or any other subsidiary of EPXR, and such agreement by each of EPXR and VOXX to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Holder to either EPXR, VOXXIssuing Bank, or any other subsidiary of EPXR event or any collateral for the Obligations or the lack thereof. Each of EPXR and VOXX expressly waives any and all rights of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which each of EPXR and/or VOXX may now or hereafter have against the other or other person or entity directly or contingently liable for the Obligations, or against or condition with respect to any other's property other Borrower, including any such action or inaction or other event or condition, which might otherwise constitute a defense available to, or a discharge of, such Borrower, or a guarantor or surety of or for any or all of the Obligations; and (E) any other act, matter or thing (other than payment or performance of the Obligations) which would or might, in the absence of this provision, operate to release, discharge or otherwise prejudicially affect the obligations of such Borrower or any other Borrower. (b) Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, to the extent the joint obligations of a Borrower shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of Section 548 of Chapter 11 of the Bankruptcy Code or under any property applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law) then the Obligations of each Borrower hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code). (c) To the extent that any Borrower shall make a payment under this Section 9.22 of all or any of the Obligations (other than Loans made to that Borrower for which it is collateral primarily liable) (a “Guarantor Payment”) that, taking into account all other Guarantor Payments then previously or concurrently made by any other Borrower, exceeds the amount that such Borrower would otherwise have paid if each Borrower had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such Borrower’s Allocable Amount (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Borrowers as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Obligations and termination of the Commitments, such Borrower shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower for the Obligations)amount of such excess, arising pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. As of any date of determination, the “Allocable Amount” of any Borrower shall be equal to the maximum amount of the claim that could then be recovered from such Borrower under this Section 9.22 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the existence Bankruptcy Code or performance under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. This Section 9.22 is intended only to define the relative rights of Borrowers and nothing set forth in this Section 9.22(c) is intended to or shall impair the obligations of Borrowers, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this NoteCredit Agreement. Nothing contained in this Section 9.22 shall limit the liability of any Borrower to pay the Loans made directly or indirectly to that Borrower and accrued interest, Fees and Expenses with respect thereto for which such Borrower shall be primarily liable. The parties hereto acknowledge that the Purchase Agreement or any rights of contribution and indemnification hereunder shall constitute assets of the Borrower to which such contribution and indemnification is owing. The rights of the indemnifying Borrowers against other Related Agreement, until all Obligations have been indefeasibly paid in Credit Parties under this Section 9.22 shall be exercisable upon the full and indefeasible payment of the Obligations and the termination of the Commitments. (d) The liability of Borrowers under this Note, the Purchase Section 9.22 is in addition to and shall be cumulative with all liabilities of each Borrower to Agent and Lenders under this Credit Agreement and the other Related Agreements have been irrevocably terminated. [Balance of page intentionally left blank; signature page followsLoan Documents to which such Borrower is a party, without any limitation as to amount.]

Joint and Several Obligations. All obligations (a) Each Seller hereby acknowledges and agrees that (i) each Seller shall be jointly and severally liable to Buyer to the maximum extent permitted by Requirement of VOXX and EPXR as co-borrowers under this Note and Law for all Repurchase Obligations, (ii) the Related Agreements liability of each Seller with respect to the Repurchase Obligations (the "Obligations"A) shall be joint absolute and several obligationsunconditional to the extent set forth in this Agreement and shall remain in full force and effect (or be reinstated) until all Repurchase Obligations shall have been paid in full, and (B) until such payment has been made, shall not be discharged, affected, modified or impaired on the Borrower shall make payment upon the maturity occurrence from time to time of any event, including any of the following, whether or not with notice to or the consent of each Seller, (1) the waiver, compromise, settlement, release, termination or amendment (including any extension or postponement of the time for payment or performance or renewal or refinancing) of any of the Repurchase Obligations except for and to the extent that any waiver, compromise, settlement, release, termination or amendment that, by acceleration its terms, expressly discharges, affects, modifies or otherwiseimpairs the obligations of any Seller, and such obligation and liability on (2) the failure to give notice to each Seller of the occurrence of an Event of Default, (3) the release, substitution or exchange by Buyer of any Purchased Asset (whether with or without consideration) or the acceptance by Buyer of any additional collateral or the availability or claimed availability of any other collateral or source of repayment or any nonperfection or other impairment of collateral, (4) the release of any Person primarily or secondarily liable for all or any part of the Borrower shall Repurchase Obligations, whether by Buyer or in no way be affected by connection with any extensions, renewals and forbearance granted by the Holder to the Borrower, failure of Holder to give either EPXR Insolvency Proceeding affecting any Seller or VOXX any notice, any failure of Holder to pursue to preserve its rights against either EPXR and/or VOXX, the release by Holder of any collateral now or thereafter acquired from either EPXR, VOXX and/or any other subsidiary of EPXR, and such agreement by each of EPXR and VOXX to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Holder to either EPXR, VOXXPerson who, or any other subsidiary of EPXR whose property, shall at the time in question be obligated in respect of the Repurchase Obligations or any collateral for part thereof, or (5) to the Obligations extent permitted by Requirements of Law, any other event, occurrence, action or circumstance that would, in the lack thereof. Each absence of EPXR this Section 27, result in the release or discharge of any or all of Sellers from the performance or observance of any Repurchase Obligation other than any such release or discharge expressly set forth in a written instrument between Buyer and VOXX expressly waives the applicable Seller, (iii) Buyer shall not be required first to initiate any and all rights of subrogation, reimbursement, indemnity, exoneration, contribution suit or to exhaust its remedies against any Seller or any other claim which each of EPXR and/or VOXX may now or hereafter have against the other or other person or entity directly or contingently liable for the ObligationsPerson to become liable, or against any of the Purchased Loans, in order to enforce the Transaction Documents and each Seller expressly agrees that, notwithstanding the occurrence of any of the foregoing, each Seller shall be and remain directly and primarily liable for all sums due under any of the Transaction Documents, (iv) when making any demand hereunder against any Seller, Buyer may, but shall be under no obligation to, make a similar demand on any other Seller, and any failure by Buyer to make any such demand or with to collect any payments from any other Seller, or any release of any such other Seller shall not relieve any Seller in a respect to any other's property 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 Buyer against Sellers, and (including, without limitation, v) on disposition by Buyer of any property which is collateral encumbered by any Purchased Loans, each Seller shall be and shall remain jointly and severally liable for any deficiency to the Obligations), arising from the existence or performance of extent set forth in this Note, the Purchase Agreement. (b) Notwithstanding anything in this Agreement or any other Related AgreementTransaction Document to the contrary, until all Obligations have been indefeasibly paid in full (i) the obligations of each Seller with respect to joint and this Noteseveral liability hereunder shall be limited to a maximum aggregate amount equal to the greatest amount that would not render such Seller’s obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the Bankruptcy Code or any provisions of applicable state law (collectively, the Purchase Agreement “Fraudulent Transfer Laws”), in each case after giving effect to all other liabilities of such Seller, contingent or otherwise, that are relevant under the Fraudulent Transfer laws and (ii) Buyer and each Seller acknowledges and agrees that the obligation of Sellers hereunder is a joint and several obligation of each Seller and all Sellers. (c) Buyer hereby acknowledges and agrees that the provisions of this Section 27 and the other Related Agreements have been irrevocably terminated. [Balance obligation of page intentionally left blank; signature page followseach Seller to be jointly and severally liable for the Repurchase Obligations do not and shall not violate any of the provisions of Section 9 of this Agreement or otherwise cause any Seller to no longer be a Special Purpose Entity.]” (e) A new Exhibit VIII shall be added to the Repurchase Agreement in the form attached as Annex A to this Amendment.

Joint and Several Obligations. All obligations of VOXX and EPXR as co-borrowers (a) At all times during which there is more than one (1) Guarantor under this Note and Agreement, the Related Agreements (the "Obligations") liability of each Guarantor shall be joint and several obligationsand the joint and several obligations of each Guarantor under this Guaranty and the other Repurchase Documents (a) (i) shall be absolute and unconditional and shall remain in full force and effect (or be reinstated) until all the Guarantee Indebtedness shall have been paid in full, the Guarantor Obligations shall have been satisfied in full and the expiration of any applicable preference or similar period pursuant to any bankruptcy, insolvency, reorganization, moratorium or similar law, or at law or in equity, without any claim having been made before the expiration of such period asserting an interest in all or any part of any payment(s) received by the Purchaser, and (ii) until such payment has been made and such obligations satisfied, shall not be discharged, affected, modified or impaired on the Borrower shall make payment upon the maturity happening from time to time of any event, including, without limitation, any of the Obligations by acceleration following, whether or otherwise, and such obligation and liability on not with notice to or the part consent of the Borrower shall in no way be affected by any extensions, renewals and forbearance granted by the Holder to the Borrower, failure of Holder to give either EPXR or VOXX any notice, any failure of Holder to pursue to preserve its rights against either EPXR and/or VOXXSeller, the release by Holder of any collateral now or thereafter acquired from either EPXR, VOXX and/or any other subsidiary of EPXR, and such agreement by each of EPXR and VOXX to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Holder to either EPXR, VOXX, or any other subsidiary of EPXR or any collateral for the Obligations Guarantors or the lack thereof. Each of EPXR and VOXX expressly waives any and all rights of subrogationPledgor, reimbursement(A) the waiver, indemnitycompromise, exonerationsettlement, contribution release, termination or any other claim which each of EPXR and/or VOXX may now or hereafter have against the other or other person or entity directly or contingently liable for the Obligations, or against or with respect to any other's property amendment (including, without limitation, any property which is collateral extension or postponement of the time for the Obligations), arising from the existence payment or performance or renewal or refinancing) of this Noteany or all of the obligations or agreements of any Seller, the Purchase Guarantors or the Pledgor under the Repurchase Agreement or any Repurchase Document, (B) the failure to give notice to the Seller, the Guarantors or the Pledgor of the occurrence of an Event of Default under any of the Repurchase Documents, (C) the release, substitution or exchange by the Purchaser of any or all of the Purchased Items or Pledged Collateral (whether with or without consideration) or the acceptance by the Purchaser of any additional collateral or the availability or claimed availability of any other Related Agreementcollateral or source of repayment or any nonperfection or other impairment of collateral, (D) the release of any Person primarily or secondarily liable for all or any part of the Obligations or the Guarantee Liabilities, whether by the Purchaser or in connection with any voluntary or involuntary liquidation, dissolution, receivership, insolvency, bankruptcy, assignment for the benefit of creditors or similar event or proceeding affecting any or all of the Seller, the Guarantors, the Pledgor or any other Person who, or any of whose Property, shall at the time in question be obligated in respect of the Obligations or the Guarantee Liabilities or any part thereof, or (E) to the extent permitted by Applicable Law, any other event, occurrence, action or circumstance that would, in the absence of this Section 30, result in the release or discharge of any or all of the Guarantors from the performance or observance of any obligation, covenant or agreement contained in the Repurchase Agreement or the Repurchase Documents; (b) each Guarantor expressly agrees that the Purchaser shall not be required first to initiate any suit or to exhaust its remedies against the Seller, the Guarantors, the Pledgor or any other Person to become liable, or against any of the Purchased Items or the Pledged Collateral, in order to enforce this Guaranty or the Repurchase Documents and each Guarantor expressly agrees that, notwithstanding the occurrence of any of the foregoing, each Guarantor shall be and remain directly and primarily liable for all sums due under this Guaranty or any of the Repurchase Documents; and, (c) on disposition by the Purchaser of any Property encumbered by any Purchased Items, each Guarantor shall be and shall remain jointly and severally liable for any deficiency. (b) Each Guarantor hereby agrees that, to the extent another Guarantor shall have paid more than its proportionate share of any payment made hereunder, such Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor which has not paid its proportionate share of such payment; provided however, that the provisions of this Section 30(b) shall in no respect limit the obligations and liabilities of each Guarantor to the Purchaser, and, notwithstanding any payment or payments made by a Guarantor (the “paying Guarantor”) hereunder or any set-off or application of funds of the paying Guarantor by the Purchaser, the paying Guarantor shall not be entitled to be subrogated to any of the rights of the Purchaser against any other Guarantor or any collateral security or guarantee or right of offset held by the Purchaser, nor shall the paying Guarantor seek or be entitled to seek any contribution or reimbursement from the other Guarantor in respect of payments made by the paying Guarantor hereunder, until all Obligations have been indefeasibly paid in full and amounts owing to the Purchaser by the Guarantors under this Note, the Purchase Agreement Guaranty and the other Related Agreements Repurchase Documents are paid in full. If any amount shall be paid to the paying Guarantor on account of such subrogation rights at any time when all such amounts shall not have been irrevocably terminated. [Balance paid in full, such amount shall be held by the paying Guarantor in trust for the Purchaser, segregated from other funds of page intentionally left blank; signature page followsthe paying Guarantor, and shall, forthwith upon receipt by the paying Guarantor, be turned over to the Purchaser in the exact form received by the paying Guarantor (duly indorsed by the paying Guarantor to the Purchaser, if required), to be applied against amounts owing to the Purchaser by the Guarantors under this Guaranty and the other Repurchase Documents, whether matured or unmatured, in such order as the Purchaser may determine in its discretion.]

Joint and Several Obligations. (a) All obligations and liabilities of VOXX and EPXR as co-borrowers under this Note and each Company to the Related Agreements Purchaser (the "Obligations") shall be joint and several obligations, and the Borrower shall make payment upon the maturity of the Obligations by acceleration or otherwiseseveral, and such obligation obligations and liability liabilities on the part of the Borrower Companies shall in no way be affected by any extensions, renewals and forbearance granted by the Holder Purchaser to the Borrowerany Company, failure of Holder the Purchaser to give either EPXR or VOXX any Company any notice, any failure of Holder the Purchaser to pursue to preserve its rights against either EPXR and/or VOXXany Company, the release by Holder the Purchaser of any collateral now or thereafter acquired from either EPXR, VOXX and/or any other subsidiary of EPXRCompany, and such agreement by each of EPXR and VOXX any Company to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Holder the Purchaser to either EPXR, VOXX, or any other subsidiary of EPXR Company or any collateral for the such Obligations or the lack thereof. . (b) Each of EPXR and VOXX Company expressly waives any and all rights of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which each of EPXR and/or VOXX such Company may now or hereafter have against the other or other person or entity directly or contingently liable for the Obligations, or against or with respect to any other's property (including, without limitation, any property which is collateral for the Obligations), arising from the existence or performance of this Note, the Purchase Agreement or any other Related Agreement, until all Obligations have been indefeasibly paid in full and this Note, the Purchase Agreement and the other Related Agreements have has been irrevocably terminated. [Balance . (c) Each Company represents and warrants to the Purchaser that (i) Companies have one or more common shareholders, directors and officers, (ii) the businesses and corporate activities of page intentionally left blank; signature page followsCompanies 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 and (iv) Companies will receive a substantial economic benefit from entering into this Agreement and will receive a substantial economic benefit from all amounts advanced by the Purchaser to each Company in connection with the transactions contemplated hereby, in each case, whether or not such amount is used directly by any Company.]

Joint and Several Obligations. All obligations of VOXX and EPXR as co-borrowers under this Note and the Related Agreements (the "Obligations") shall be Each Borrower is accepting joint and several obligationsliability hereunder and under the other Loan Documents, the Secured Hedge Agreements and the Secured Treasury Management Agreements in consideration of the financial accommodation to be provided by the Lenders, the L/C Issuers, any Agent, Arranger, the 2020 Incremental Lead Arrangers, the 2021 Incremental Lead Arrangers or Lender or any Affiliate of any of the foregoing and the Hedge Banks under this Agreement, the other Loan Documents, the Secured Hedge Agreements and the Secured Treasury Management Agreements, for the mutual benefit, directly and indirectly, of the other Borrower and in consideration of the undertakings of the other Borrower to accept joint and several liability for such Borrower. Each Borrower jointly and severally hereby 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 Obligations, it being the intention of the parties hereto that all the Obligations shall be the joint and several obligations of each of the Borrowers without preferences or distinction between them. If and to the extent that any Borrower shall fail to make any payment with respect to any Obligation as and when due or to perform any Obligation in accordance with the terms thereof, then in each such event, the other Borrower will make such payment with respect to, or perform, such Obligation. The |US-DOCS\126402975.16140630557.8|| obligations of each Borrower under the provisions of this Section 11.22 constitute full recourse obligations of such Borrower, enforceable against it to the full extent of its properties and assets, irrespective of the validity, regularity or enforceability of this Agreement or any other circumstances whatsoever. Except as otherwise expressly provided herein, each Borrower hereby waives, to the extent permitted by applicable law, notice of acceptance of its joint and several liability. Except as otherwise expressly provided herein, each Borrower hereby waives, to the extent permitted by law, notice of any Loan made under this Agreement, notice of occurrence of any Default or Event of Default or of any demand for any payment under this Agreement, notice of any action at any time taken or omitted by any Lender under or in respect of any of the Obligations, any requirement of diligence and, generally, all demands, notices and other formalities of every kind in connection with this Agreement. Each Borrower hereby assents to, and waives notice of, to the extent permitted by applicable law, any extension or postponement of the time for the payment of any Obligation, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by any Lender at any time or times in respect of any default by the other Borrower in the performance or satisfaction of any term, covenant, condition or provision of this Agreement, any and all other indulgences whatsoever by any Lender in respect of any of the Obligations, and the Borrower shall make payment upon taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any Obligation or the maturity addition, substitution or release, in whole or in part, of the Obligations by acceleration other Borrower. Without limiting the generality of the foregoing, each Borrower assents to any other action or otherwise, and such obligation and liability delay in acting or failure to act on the part of the Borrower shall in no way be affected by any extensionsLender, renewals and forbearance granted by the Holder to the Borrower, failure of Holder to give either EPXR or VOXX any notice, any failure of Holder to pursue to preserve its rights against either EPXR and/or VOXX, the release by Holder of any collateral now or thereafter acquired from either EPXR, VOXX and/or any other subsidiary of EPXR, and such agreement by each of EPXR and VOXX to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Holder to either EPXR, VOXX, or any other subsidiary of EPXR or any collateral for the Obligations or the lack thereof. Each of EPXR and VOXX expressly waives any and all rights of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which each of EPXR and/or VOXX may now or hereafter have against the other or other person or entity directly or contingently liable for the Obligations, or against or with respect to any other's property (including, without limitation, any property failure strictly or diligently to assert any right or to pursue any remedy or to comply fully with the applicable laws or regulations thereunder which is collateral might, but for the Obligations), arising from the existence or performance provisions of this NoteSection 11.22, afford grounds for terminating, discharging or relieving such Borrower, in whole or in part, from any of its obligations under this Section 11.22, it being the intention of each Borrower that, so long as any Obligation remains unsatisfied, the Purchase Agreement obligations of such Borrower under this Section 11.22 shall not be discharged except by performance or payment and then only to the extent of such performance or payment. The obligations of each Borrower under this Section 11.22 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any Borrower or any Lender. The joint and several liability of the Borrowers hereunder shall continue in full force and effect notwithstanding any absorption, merger, amalgamation or any other Related Agreementchange whatsoever in the name, until all Obligations have been indefeasibly paid in full and membership, constitution or place of formation of any Borrower or any Lender. The provisions of this Note, Section 11.22 are made solely for the Purchase Agreement benefit of the Administrative Agent and the other Related Agreements have Secured Parties and their respective successors and assigns, and may be enforced by any such Person from time to time against any Borrower as often as occasion therefor may arise and without requirement on the part of the Administrative Agent or any other Secured Party first to marshal any of its claims or to exercise any of its rights against the other Borrower or to exhaust any remedies available to it against the other Borrower or to resort to any other source or means of obtaining payment of any Obligation or to elect any other remedy. If at any time, any payment, or any part thereof, made in respect of any Obligation, is rescinded or must otherwise be restored or returned by the Administrative Agent or any other Secured Party upon the insolvency, bankruptcy or reorganization of any Borrower, or otherwise, the provisions of this Section 11.22 will forthwith be reinstated in effect, as though such payment had not been irrevocably terminatedmade. [Balance Notwithstanding any provision to the contrary contained herein or in any other Loan Document, to the extent the joint and several obligations of page intentionally left blank; signature page followsany Borrower shall be adjudicated to be invalid or unenforceable for any reason (including because of any applicable state, provincial 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 permissible under applicable law (whether federal, state or provincial and including, without limitation, Title 11 of the United States Code, as now constituted or hereafter amended, |US-DOCS\126402975.16140630557.8|| or any other Debtor Relief Laws), after taking into account, among other things, such Xxxxxxxx’s right of contribution and indemnification from each other Loan Party under applicable law.]

Joint and Several Obligations. All obligations of VOXX the ----------------------------- Borrowers or either of them hereunder or under the Notes are joint and EPXR as coseveral obligations of the Parent and A & B-borrowers under this Note Hawaii. All notices to be given by the Borrowers hereunder shall not be effective unless executed on behalf of both of the Borrowers, although the Agent and the Related Agreements (Banks may, in their sole discretion, honor a notice from one Borrower and the "Obligations") shall Borrowers both agree to be bound thereby. The Borrowers acknowledge and confirm for the benefit of the Banks and the Agent that both Borrowers derive and will continue to derive sub- stantial economic benefit from the Banks extending credit hereunder for the use of the Borrowers separately and/or jointly. Although all parties hereto intend that the Borrowers be joint and several obligationsprimary obligors hereunder, and to the extent, if any, that either Borrower shall make payment upon the maturity is deemed to be a guarantor of the Obligations by acceleration or otherwise, and such obligation and liability on the part obligations of the other Borrower shall in no way be affected by hereunder, each Borrower hereby (i) waives any extensions, renewals and forbearance granted by right to require the Holder Agent or the Banks to proceed against the other Borrower, failure of Holder to give either EPXR proceed against or VOXX exhaust any noticesecurity held from the other Borrower, or pursue any failure of Holder to pursue to preserve other remedy in its rights against either EPXR and/or VOXXor their power whatsoever, the release by Holder (ii) waives any defense because of any collateral now or thereafter acquired from either EPXR, VOXX and/or any other subsidiary of EPXR, and such agreement by each of EPXR and VOXX to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Holder to either EPXR, VOXX, disability or any other subsidiary defense or cessation of EPXR or any collateral for lia- bility of the Obligations or the lack thereof. Each of EPXR and VOXX expressly waives any and all rights of subrogation, reimbursement, indemnity, exoneration, contribution other Borrower or any other claim which each Person, (iii) until payment in full of EPXR and/or VOXX the Obligations, waives any right to proceed against the other Borrower or any other Person or to participate in any security for the Obligations, (iv) agrees that the Banks and the Agent may, at their election and in their sole discretion, exercise any right or remedy it may now or hereafter have against the other Borrower or other person or entity directly or contingently liable for the Obligations, or against or with respect to any other's property (including, without limitation, any property which is collateral for the Obligations), arising security held from the existence other Borrower without affecting or performance impairing in any way the Obligations of this Note, such Borrower except to the Purchase Agreement or any other Related Agreement, until all extent the Obligations have been indefeasibly paid in full paid, and this Note(v) waives any defense arising out of the absence, impairment, or loss of any right of reimbursement or subrogation or other right or remedy of such Borrower against the Purchase Agreement other Borrower or any such security, whether resulting from such election by the Agent and the other Related Agreements have been irrevocably terminated. [Balance of page intentionally left blank; signature page followsBanks or otherwise.]

Joint and Several Obligations. All obligations (a) Seller hereby acknowledges and agrees that (i) Seller shall be jointly and severally liable with the sellers under each Other Repurchase Agreement to Buyer to the maximum extent permitted by Requirements of VOXX Law for all Repurchase Obligations and EPXR as co-borrowers under this Note and all Other Facility Repurchase Obligations, (ii) the Related Agreements liability of Seller (the "Obligations"A) shall be joint absolute and several obligationsunconditional and shall remain in full force and effect (or be reinstated) until all Repurchase Obligations and all Other Facility Repurchase Obligations shall have been paid in full and the expiration of any applicable preference or similar period pursuant to any Insolvency Law, or at law or in equity, without any claim having been made before the expiration of such period asserting an interest in all or any part of any payment(s) received by Buyer, and (B) until such payment has been made, shall not be discharged, affected, modified or impaired on the Borrower shall make payment upon the maturity occurrence from time to time of any event, including any of the following, whether or not with notice to or the consent of Seller, (1) the waiver, compromise, settlement, release, modification, supplementation, termination or amendment (including any extension or postponement of the time for payment or performance or renewal or refinancing) of any of the Repurchase Obligations, Repurchase Documents, any Other Facility Repurchase Obligations or “Repurchase Documents” (as defined in the Kensington Repurchase Agreement) or the “Facility Documents” (as defined in the Gloss Loan Agreement), (2) the failure to give notice to Seller of the occurrence of an Event of Default, (3) the release, substitution or exchange by acceleration Buyer of any Purchased Asset or otherwise“Purchased Asset” (as defined in the Kensington Repurchase Agreement) or “Pledged Asset” (as defined in the Gloss Loan Agreement) (whether with or without consideration) or the acceptance by Buyer of any additional collateral or the availability or claimed availability of any other collateral or source of repayment or any nonperfection or other impairment of collateral, and such obligation and liability on (4) the release of any Person primarily or secondarily liable for all or any part of the Borrower shall Repurchase Obligations or any Other Facility Repurchase Obligations, whether by Buyer or in no way be affected by connection with any extensions, renewals and forbearance granted by the Holder to the Borrower, failure of Holder to give either EPXR or VOXX any noticeInsolvency Proceeding affecting Seller, any failure of Holder to pursue to preserve its rights against either EPXR and/or VOXX, seller under the release by Holder of any collateral now or thereafter acquired from either EPXR, VOXX and/or any other subsidiary of EPXR, and such agreement by each of EPXR and VOXX to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Holder to either EPXR, VOXXOther Repurchase Agreement, or any other subsidiary of EPXR Person who, or any collateral for of whose property, shall at the time in question be obligated in respect of the Repurchase Obligations, any Other Facility Repurchase Obligations or any part thereof, (5) the lack thereof. Each sale, exchange, waiver, surrender or release of EPXR any Purchased Asset, “Purchased Asset” (as defined in the Kensington Repurchase Agreement), guarantee or other collateral by Buyer, “Pledged Asset” (as defined in the Gloss Loan Agreement), (6) the failure of Buyer to protect, secure, perfect or insure any Lien at any time held by Buyer as security for amounts owed by Seller or any seller under the Other Repurchase Agreement, or (7) to the extent permitted by Requirements of Law, any other event, occurrence, action or circumstance that would, in the absence of this Section 18.27, result in the release or discharge Seller from the performance or observance of any Repurchase Obligation or any seller from the performance or observance of any Other Facility Repurchase Obligation, (iii) Buyer shall not be required first to initiate any suit or to exhaust its remedies against Seller, any seller under the Other Repurchase Agreement or any other Person to become liable, or against any of the Purchased Assets or “Purchased Assets” (as defined in the Kensington Repurchase Agreement) or “Pledged Assets” (as defined in the Gloss Loan Agreement), in order to enforce the Repurchase Documents and VOXX the “Repurchase Documents” (as defined in the Kensington Repurchase Agreement) or the “Facility Documents” (as defined in the Gloss Loan Agreement) and Seller expressly agrees that, notwithstanding the occurrence of any of the foregoing, Seller shall be and remain directly and primarily liable for all sums due under any of the Repurchase Documents and the “Repurchase Documents” (as defined in the Kensington Repurchase Agreement) or the “Facility Documents” (as defined in the Gloss Loan Agreement), (iv) when making any demand hereunder against Seller or any of the Purchased Assets, Buyer may, but shall be under no obligation to, make a similar demand on any seller under the Other Repurchase Agreement, or otherwise pursue such rights and remedies as it may have against any seller under the Other Repurchase Agreement 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 make any such demand, file suit or otherwise pursue such other rights or remedies or to collect any payments from any such other 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 any such other seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve Seller if a demand or collection is not made and shall not release Seller of its 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 (as used herein, the term “demand” shall include the commencement and continuation of legal proceedings), (v) on disposition by Buyer of any property encumbered by any Purchased Assets or “Purchased Assets” (as defined in the Kensington Repurchase Agreement) or “Pledged Assets” (as defined in the Gloss Loan Agreement), Seller shall be and shall remain jointly and severally liable for any deficiency, (vi) Seller waives (A) any and all rights notice of subrogationthe creation, reimbursementrenewal, indemnity, exoneration, contribution extension or accrual of any amounts at any time owing to Buyer by any other claim which each seller under the “Repurchase Documents” (as defined in the Kensington Repurchase Agreement) or the “Facility Documents” (as defined in the Gloss Loan Agreement) and notice of EPXR and/or VOXX may now or hereafter proof of reliance by Buyer upon Seller or acceptance of the obligations of Seller under this Section 18.27, and all such amounts, and any of them, shall conclusively be deemed to have against been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the obligations of Seller under this Agreement, and all dealings between Seller, on the one hand, and Buyer, on the other hand, likewise shall be conclusively presumed to have been had or other person consummated in reliance upon the obligations of Seller under this Agreement and the Other Repurchase Agreement, and (B) diligence, presentment, protest, demand for payment and notice of default or entity directly nonpayment to or contingently liable for the Obligations, or against or upon Seller with respect to any other's property (including, without limitation, amounts at any property which is collateral for time owing to Buyer by Seller under the Obligations), arising from the existence or performance of this Note, the Purchase Agreement Repurchase Documents or any other Related seller under the “Repurchase Documents” (as defined in the Kensington Repurchase Agreement) or the “Facility Documents” (as defined in the Gloss Loan Agreement), and (vii) Seller shall continue to be liable under this Section 18.27 without regard to (A) the validity, regularity or enforceability of any other provision of this Agreement, until all Obligations have been indefeasibly paid the Other Repurchase Agreement, any other Repurchase Document or any other “Repurchase Document” (as defined in full the Kensington Repurchase Agreement) or the “Facility Documents” (as defined in the Gloss Loan Agreement), any amounts at any time owing to Buyer by Seller under the Repurchase Documents or any seller under the “Repurchase Documents” (as defined in the Kensington Repurchase Agreement) or the “Facility Documents” (as defined in the Gloss Loan Agreement), 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 (iii) 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 any seller under the “Repurchase Documents” (as defined in the Kensington Repurchase Agreement) or the “Facility Documents” (as defined in the Gloss Loan Agreement), in bankruptcy or in any other instance. (b) Seller shall remain fully obligated under this Agreement 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” (as defined in any Kensington Repurchase Agreement) or the “Facility Documents” (as defined in the Gloss Loan Agreement) may be rescinded by Buyer and any the payment of any such amounts may be continued, and the 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 (including any extension or postponement of the time for payment or performance or renewal or refinancing of any Other Facility Repurchase Obligation), and this NoteAgreement, the Purchase Other Repurchase Agreements, the Repurchase Documents, the “Repurchase Documents” (as defined in the Kensington Repurchase Agreement) or the “Facility Documents” (as defined in the Gloss Loan Agreement) 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 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 or any seller under the “Repurchase Documents” (as defined in the Kensington Repurchase Agreement) or the “Facility Documents” (as defined in the Gloss Loan Agreement) 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 by sellers under the “Repurchase Documents” (as defined in the Kensington Repurchase Agreement) or the “Facility Documents” (as defined in the Gloss Loan Agreement), or any property subject thereto. (c) The Repurchase Obligations and all Other Facility Repurchase Obligations are full recourse obligations to Seller, and Seller hereby forever waives, demises, acquits and discharges any and all defenses, and shall at no time assert or allege any defense, to the contrary. (d) Anything herein or in any other Repurchase Document to the contrary notwithstanding, the maximum liability of Seller hereunder in respect of the liabilities of the sellers under each Other Repurchase Agreement and the other Related Agreements have been irrevocably terminated. [Balance “Repurchase Documents” (as defined in the Kensington Repurchase Agreement) or the “Facility Documents” (as defined in the Gloss Loan Agreement) shall in no event exceed the amount which can be guaranteed by Seller under applicable federal and state laws relating to the insolvency of page intentionally left blank; signature page followsdebtors.]

Joint and Several Obligations. All obligations of VOXX and EPXR as co-borrowers (a) At all times during which there is more than one (1) Seller under this Note and Agreement, the Related Agreements (the "Obligations") liability of each Seller shall be joint and several obligationsand the joint and several obligations of each Seller under the Repurchase Documents (a) (i) shall be absolute and unconditional and shall remain in full force and effect (or be reinstated) until all the Obligations shall have been paid in full and the expiration of any applicable preference or similar period pursuant to any bankruptcy, insolvency, reorganization, moratorium or similar law, or at law or in equity, without any claim having been made before the expiration of such period asserting an interest in all or any part of any payment(s) received by the Deal Agent as agent for the Secured Parties, and (ii) until such payment has been made, shall not be discharged, affected, modified or impaired on the Borrower shall make payment upon the maturity happening from time to time of any event, including, without limitation, any of the Obligations by acceleration following, whether or otherwise, and such obligation and liability on not with notice to or the part consent of the Borrower shall in no way be affected by any extensions, renewals and forbearance granted by the Holder to the Borrower, failure of Holder to give either EPXR or VOXX any notice, any failure of Holder to pursue to preserve its rights against either EPXR and/or VOXXSeller, the release by Holder of any collateral now or thereafter acquired from either EPXR, VOXX and/or any other subsidiary of EPXR, and such agreement by each of EPXR and VOXX to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Holder to either EPXR, VOXX, or any other subsidiary of EPXR or any collateral for the Obligations Guarantor or the lack thereof. Each of EPXR and VOXX expressly waives any and all rights of subrogationPledgor, reimbursement(A) the waiver, indemnitycompromise, exonerationsettlement, contribution release, termination or any other claim which each of EPXR and/or VOXX may now or hereafter have against the other or other person or entity directly or contingently liable for the Obligations, or against or with respect to any other's property amendment (including, without limitation, any property which is collateral extension or postponement of the time for the Obligations), arising from the existence payment or performance or renewal or refinancing) of this Noteany or all of the obligations or agreements of any Seller, the Purchase Guarantor or the Pledgor under the Agreement or any Repurchase Document, (B) the failure to give notice to any Seller, the Guarantor or the Pledgor of the occurrence of an Event of Default under any of the Repurchase Documents, (C) the release, substitution or exchange by the Deal Agent as agent for the Secured Parties of any or all of the Purchased Items (whether with or without consideration) or the acceptance by the Deal Agent as agent for the Secured Parties of any additional collateral or the availability or claimed availability of any other Related Agreementcollateral or source of repayment or any nonperfection or other impairment of collateral, (D) the release of any Person primarily or secondarily liable for all or any part of the Obligations, whether by the Deal Agent as agent for the Secured Parties or in connection with any voluntary or involuntary liquidation, dissolution, receivership, insolvency, bankruptcy, assignment for the benefit of creditors or similar event or proceeding affecting any or all of any Seller, the Guarantor, the Pledgor or any other Person who, or any of whose Property, shall at the time in question be obligated in respect of the Obligations or any part thereof, or (E) to the extent permitted by Applicable Law, any other event, occurrence, action or circumstance that would, in the absence of this Section 13.24, result in the release or discharge of any or all of any Seller from the performance or observance of any obligation, covenant or agreement contained in the Agreement or the Repurchase Documents; (b) each Seller expressly agrees that the Deal Agent as agent for the Secured Parties shall not be required first to initiate any suit or to exhaust its remedies against any Seller, the Guarantor, the Pledgor or any other Person to become liable, or against any of the Purchased Items or the Pledged Collateral, in order to enforce this Agreement or the Repurchase Documents and each Seller, the Guarantor and the Pledgor expressly agree that, notwithstanding the occurrence of any of the foregoing, each Seller shall be and remain directly and primarily liable for all sums due under the Agreement or any of the Repurchase Documents; and, (c) on disposition by the Deal Agent as agent for the Secured Parties of any Property encumbered by any Purchased Items, each Seller shall be and shall remain jointly and severally liable for any deficiency. (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 Section 13.24 shall in no respect limit the obligations and liabilities of any Seller to the Deal Agent, the Purchaser, or any Secured Party, 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 Deal Agent on behalf of the Secured Parties, the paying Seller shall not be entitled to be subrogated to any of the rights of the Deal Agent, the Purchaser or any Secured Party against any other Seller or any collateral security or guarantee or right of offset held by the Deal Agent, the Purchaser or any Secured Party, 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 Obligations amounts owing to the Deal Agent, the Purchaser or any Secured Party 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 indefeasibly paid in full full, such amount shall be held by the paying Seller in trust for the Deal Agent on behalf of the Secured Parties, segregated from other funds of the paying Seller, and this Noteshall, forthwith upon receipt by the paying Seller, be turned over to the Deal Agent on behalf of the Secured Parties in the exact form received by the paying Seller (duly indorsed by the paying Seller to the Deal Agent on behalf of the Secured Parties, if required), to be applied against amounts owing to the Deal Agent, the Purchase Agreement and Purchaser or any Secured Party by the other Related Agreements have been irrevocably terminated. [Balance of page intentionally left blank; signature page followsSeller under the Repurchase Documents, whether matured or unmatured, in such order as the Deal Agent may determine in its discretion.]

Joint and Several Obligations. (a) All obligations of VOXX and EPXR as co-borrowers Obligations under this Note Agreement that are stated under this Agreement to be Obligations of both Borrowers, including their Obligations in respect of the Revolving Credit Loans, Swingline Loans and RCF LCs (but excluding, for the Related Agreements (avoidance of doubt, the "Obligations") Term Loans, any Incremental Term Loans and any AUD LCs), shall be joint and several Obligations of each Borrower (such Obligations, “Joint and Several Obligations”). Anything contained in this Agreement and the other Loan Documents to the contrary notwithstanding, the Obligations of each Borrower hereunder, solely with respect to the Joint and Several Obligations and to the extent that such Borrower did not receive proceeds of Revolving Credit Loans from any Borrowing hereunder, in any action or proceeding involving any state corporate, limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the Obligations of such Borrower would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under this Section 2.21(a) in respect of such Obligations, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Borrower or any other person, be automatically limited and reduced to the highest amount (after giving effect to any right of contribution) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding. (b) Each Borrower hereby agrees that until the payment and satisfaction in full in cash of all Obligations (other than those described in clause (b) of the definition thereof or contingent obligations, in each case, not then due and payable) and the Borrower shall make payment upon the maturity expiration and termination of the Obligations Commitments of the Lenders under this Agreement it shall not exercise any direct or indirect right or remedy arising as a result of such Joint and Several Obligations, whether by acceleration subrogation or otherwise, against the other Borrower or any other Guarantor. (c) Each Borrower hereby agrees that to the extent that a Borrower shall have paid more than its proportionate share of any payment made hereunder in respect of Joint and Several Obligations, such obligation Borrower shall be entitled to seek and liability on receive contribution from and against the part other Borrower. Each Borrower’s right of contribution shall be subject to the Borrower terms and conditions of Section 2.21(b). The provisions of this Section 2.21(c) shall in no way be affected by any extensions, renewals respect limit the obligations and forbearance granted by the Holder liabilities of either Borrower to the Borrower, failure of Holder to give either EPXR or VOXX any notice, any failure of Holder to pursue to preserve its rights against either EPXR and/or VOXXAdministrative Agent, the release by Holder of any collateral now or thereafter acquired from either EPXRIssuing Lenders, VOXX and/or any other subsidiary of EPXRthe Swingline Lender and the Lenders, and such agreement each Borrower shall remain liable to the Administrative Agent, the Issuing Lenders, the Swingline Lender and the Lenders for the full amount of all Joint and Several Obligations. (d) The Joint and Several Obligations of the Borrowers, to the fullest extent permitted by each applicable Law, are absolute, irrevocable and unconditional, joint and several, irrespective of EPXR the value, genuineness, validity, regularity or enforceability of the Joint and VOXX to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Holder to either EPXR, VOXXSeveral Obligations, or any substitution, release or exchange of any guarantee of or security for any of the Joint and Several Obligations, and, irrespective of any other subsidiary circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of EPXR a surety or guarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any collateral for one or more of the Obligations following shall not alter or impair the lack thereof. Each liability of EPXR the Borrowers hereunder which shall remain absolute, irrevocable and VOXX expressly waives unconditional under any and all rights circumstances as described above: (i) at any time or from time to time, without notice to the Borrowers, to the extent permitted by applicable law, the time for any performance of subrogation, reimbursement, indemnity, exoneration, contribution or compliance with any other claim which each of EPXR and/or VOXX may now or hereafter have against the other or other person or entity directly or contingently liable for the ObligationsJoint and Several Obligations shall be extended, or against such performance or with respect to compliance shall be waived; (ii) any other's property (including, without limitation, of the acts mentioned in any property which is collateral for of the Obligations), arising from the existence or performance provisions of this Note, the Purchase Agreement or any other Related Agreementagreement or instrument referred to herein or therein shall be done or omitted; (iii) the maturity of any of the Joint and Several Obligations shall be accelerated, until or any of the Joint and Several Obligations shall be amended in any respect, or any right under the Loan Documents or any other agreement or instrument referred to herein or therein shall be amended or waived in any respect or any guarantee of any of the Joint and Several Obligations or except as permitted pursuant to Section 9.02, any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; (iv) any Lien or security interest granted to, or in favor of, an Issuing Lender, any Lender or the Administrative Agent as security for any of the Joint and Several Obligations shall fail to be perfected; or (v) the release of any other Guarantor pursuant to Section 9.02 or otherwise. To the extent permitted by applicable law, each Borrower hereby expressly waives diligence, presentment, demand of payment, protest and all Obligations have been indefeasibly paid in full notices whatsoever, and this Noteany requirement that any Secured Party exhaust any right, the Purchase Agreement and power or remedy or proceed against the other Related Agreements have been irrevocably terminatedBorrower under this Agreement or any other agreement or instrument referred to herein or therein, or against any person under any other guarantee of, or security for, any of the Joint and Several Obligations. [Balance The Borrowers waive, to the extent permitted by Law, any and all notice of page intentionally left blank; signature page followsthe creation, renewal, extension, waiver, termination or accrual of any of the Joint and Several Obligations. The Borrowers’ Joint and Several Obligations shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against the Borrowers or either of them or against any other person which may be or become liable in respect of all or any part of the Joint and Several Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto.]

Joint and Several Obligations. All obligations Each of VOXX the Sellers and EPXR as co-borrowers under this Note Buyer hereby acknowledge and agree that the Original Sellers are each jointly and severally liable to Buyer for all of their and the Related Agreements Additional Sellers' and NCMV's respective representations, warranties and covenants hereunder and under the Repurchase Agreement. The Original Sellers hereby unconditionally and irrevocably guarantee to the Buyer the prompt and complete payment and performance by the Additional Sellers and NCMV when due (whether at the "Obligations") shall be joint and several obligationsstated maturity, and the Borrower shall make payment upon the maturity of the Obligations by acceleration or otherwise, and such obligation and liability on the part ) of the Borrower shall in no way be affected by any extensions, renewals and forbearance granted by the Holder to the Borrower, failure of Holder to give either EPXR or VOXX any notice, any failure of Holder to pursue to preserve its rights against either EPXR and/or VOXX, the release by Holder of any collateral now or thereafter acquired from either EPXR, VOXX and/or any other subsidiary of EPXR, and such agreement by each of EPXR and VOXX to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Holder to either EPXR, VOXX, or any other subsidiary of EPXR or any collateral for the their Obligations or the lack thereofhereunder. Each of EPXR and VOXX expressly Original Seller waives any and all notice of the creation, renewal, extension or accrual of any of the Additional Sellers' or NCMV's Obligations hereunder and notice of or proof of reliance by the Buyer upon this guaranty or acceptance of this guaranty; the Additional Sellers' or NCMV's Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived in reliance upon this guaranty; and all dealings between the Original Sellers, NCMV or the Additional Sellers, on the one hand, and the Buyer, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this guaranty. Each Original Seller waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Additional Sellers and NCMV or this guaranty with respect to the Additional Sellers' and NCMV's Obligations. This guaranty shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (i) the validity or enforceability of the Repurchase Agreement, the other Program Agreements, any of the Additional Sellers' or NCMV's Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Buyer, (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 the Additional Sellers or NCMV against the Buyer, or (iii) any other circumstance whatsoever (with or without notice to or knowledge of the Additional Sellers, NCMV or the Original Sellers) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Additional Sellers or NCMV for their Obligations, or of the Original Sellers under this guaranty, in bankruptcy or in any other instance. When pursuing its rights of subrogationand remedies hereunder against the Original Sellers, reimbursementthe Buyer may, indemnitybut shall be under no obligation, exonerationto pursue such rights and remedies that they may have against the Additional Sellers, contribution NCMV or any other claim which each Person or against any collateral security or guarantee for the Additional Sellers' or NCMV's Obligations or any right of EPXR and/or VOXX may now offset with respect thereto, and any failure by the Buyer to pursue such other rights or hereafter have remedies or to collect any payments from Additional Sellers or NCMV 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 Original Sellers or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Original Sellers 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 the Buyer against the other or other person or entity directly or contingently liable for Original Sellers. This guaranty shall remain in full force and effect and be binding in accordance with and to the Obligationsextent of its terms upon the Original Sellers and their successors and assigns thereof, or against or with respect and shall inure to any other's property (includingthe benefit of the Buyer, without limitationand successors, any property which is collateral for the Obligations)indorsees, arising from the existence or performance of this Note, the Purchase Agreement or any other Related Agreementtransferees and assigns, until all of each Additional Seller's and NCMV's Obligations and the obligations of each Original Seller under this guaranty and the Repurchase Agreement shall have been indefeasibly paid satisfied by payment in full full, notwithstanding that from time to time during the term of the Repurchase Agreement the Additional Sellers and this Note, the Purchase Agreement and the other Related Agreements have been irrevocably terminated. [Balance of page intentionally left blank; signature page followsNCMV may be free from any Obligations.]

Joint and Several Obligations. All obligations of VOXX Each Borrower acknowledges ----------------------------- that it is jointly and EPXR as co-borrowers under this Note and the Related Agreements (the "Obligations") shall be joint and several obligations, and the Borrower shall make payment upon the maturity severally liable for all of the Obligations and as a result hereby unconditionally guaranties the full and prompt payment when due, whether at maturity or earlier, by reason of acceleration or otherwise, and at all times thereafter, of all Obligations of every kind and nature of each other Borrower to Collateral Agent and Lenders and, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, joint or several, now or hereafter existing, or due or to become due, and howsoever owned, held or acquired by Collateral Agent or any Lender. Each Borrower agrees that if this guaranty, or any Liens securing this guaranty, would, but for the application of this sentence, be unenforceable under applicable law, this guaranty and each such obligation Lien shall be valid and liability enforceable to the maximum extent that would not cause this guaranty or such Lien to be unenforceable under applicable law, and this guaranty shall automatically be deemed to have been amended accordingly at all relevant times. Each Borrower hereby agrees that its obligations under this guaranty shall be unconditional, irrespective of (a) the validity or enforceability of the obligations or any part thereof, or of any promissory note or other document evidencing all or any part of the Obligations, (b) the absence of any attempt to collect the obligations from any other Borrower or any Guarantor or other action to enforce the same, (c) the waiver or consent by Collateral Agent or any Lender with respect to any provision of any agreement, instrument or document evidencing or securing all or any part of the Obligations, or any other agreement, instrument or document now or hereafter executed by any other Borrower and delivered to Collateral Agent or any Lender (other than a waiver, forgiveness or consent by Collateral Agent and Lenders that reduces the amount of any of the Obligations), (d) the failure by 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, for its benefit, (e) Collateral Agent's or any Lender's election, in any proceeding instituted under the Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of the application of Section 1111(b)(2) of the Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (f) any borrowing or grant of a security interest by any Borrower as debtor-in-possession, under Section 364 of the Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (g) the disallowance, under Section 502 of the Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of all or any portion of Collateral Agent's or any Lender's claim(s) for repayment of the obligations or (h) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a borrower or a guarantor. Each Borrower hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of receivership or bankruptcy of any other Borrower, protest or notice with respect to the Obligations owed by any other Borrower and all demands whatsoever with respect thereto, and covenants that this guaranty will not be discharged, except by complete and irrevocable payment and performance of the Obligations. No notice to any Borrower or any other party shall be required for Collateral Agent or any Lender to make demand hereunder. Such demand shall constitute a mature and liquidated claim against the applicable Borrower. During the existence of any Event of Default, Collateral Agent and Lenders may, at their election, proceed directly and at once, without notice,' against all or any of the Borrowers 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 any security or collateral for the Obligations. Each Borrower hereby waives notice of acceptance of its joint and several liability, notice of occurrence of any Event of Default, or of any demand for any payment of any Obligations owed by any other Borrower under this Agreement, notice of any action at any time taken or omitted by Collateral Agent or any Lender under or in respect of any of the Obligations, any requirement of diligence and, generally, all formalities of every kind in connection with this Agreement. Each Borrower hereby assents to, and waives notice of, any extension or postponement of the time for the payment of any of the obligations hereunder, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by Collateral Agent or any 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 Collateral Agent or any Lender in respect of any of the Obligations hereunder, and the taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any of such 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 the Borrower shall in no way be affected by any extensions, renewals and forbearance granted by the Holder to the Borrower, failure of Holder to give either EPXR or VOXX any notice, any failure of Holder to pursue to preserve its rights against either EPXR and/or VOXX, the release by Holder of any collateral now or thereafter acquired from either EPXR, VOXX and/or any other subsidiary of EPXR, and such agreement by each of EPXR and VOXX to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Holder to either EPXR, VOXX, Collateral Agent or any other subsidiary of EPXR or any collateral for the Obligations or the lack thereof. Each of EPXR and VOXX expressly waives any and all rights of subrogationLender, reimbursement, indemnity, exoneration, contribution or any other claim which each of EPXR and/or VOXX may now or hereafter have against the other or other person or entity directly or contingently liable for the Obligations, or against or with respect to any other's property (including, without limitation, any property failure strictly or diligently to assert any right or to pursue any remedy or to comply fully with applicable laws or regulations thereunder which is collateral might, but for the Obligations), arising from the existence or performance provisions of this NoteSection 13.14, afford grounds for terminating, discharging or releasing such Borrower, in whole or in part, from any of its obligations under this Section 13.14, it being the intention of each Borrower that, so long as any of the Obligations hereunder remain unsatisfied, the Purchase Agreement obligations of such Borrower under this Section 13.14 shall not be discharged except by performance and then only to the extent of such performance. Each Borrower hereby waives all suretyship and similar defenses to its absolute and unconditional liability on the Obligations. The obligations of each Borrower under this Section 13.14 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any Borrower, Collateral Agent or any Lender. The joint and several liability of the Borrowers hereunder shall continue in full force and effect notwithstanding any absorption, merger, amalgamation or any other Related Agreementchange whatsoever in the name, until all Obligations have been indefeasibly paid in full and this Notemembership, the Purchase Agreement and the other Related Agreements have been irrevocably terminated. [Balance constitution or place of page intentionally left blank; signature page followsformation of any Borrower, Collateral Agent or any Lender.]

Joint and Several Obligations. All obligations Subject to the provisions of VOXX and EPXR as co-borrowers under this Note and Section 2.07 hereof: (a) Each of the Related Agreements (the "Obligations") Borrowers shall be joint jointly and several obligations, and the Borrower shall make payment upon the maturity of the Obligations by acceleration or otherwise, and such obligation and liability on the part of the Borrower shall in no way be affected by any extensions, renewals and forbearance granted by the Holder to the Borrower, failure of Holder to give either EPXR or VOXX any notice, any failure of Holder to pursue to preserve its rights against either EPXR and/or VOXX, the release by Holder of any collateral now or thereafter acquired from either EPXR, VOXX and/or any other subsidiary of EPXR, and such agreement by each of EPXR and VOXX to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Holder to either EPXR, VOXX, or any other subsidiary of EPXR or any collateral for the Obligations or the lack thereof. Each of EPXR and VOXX expressly waives any and all rights of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which each of EPXR and/or VOXX may now or hereafter have against severally liable with the other or other person or entity directly or contingently liable Borrowers for the Obligations, and each of the Obligations shall be secured by all of the Collateral. Each of the Borrowers acknowledges that it is a co-borrower hereunder and is jointly and severally liable under this Agreement and the other Loan Documents. All Bridge Loans extended to any of the Borrowers or against requested by any of the Borrowers shall be deemed to be Bridge Loans extended for each of the Borrowers, and each of the Borrowers hereby authorizes each other of the Borrowers to effectuate Bridge Loans on its behalf. Notwithstanding anything to the contrary contained in this Agreement or any of the other Loan Documents, the Lender shall be entitled to rely upon any request, notice or other communication received by them from any of the Borrowers on behalf of all Borrowers, and shall be entitled to treat their giving of any notice hereunder to any of the Borrowers as notice to each and all Borrowers. (b) Each of the Borrowers agrees that the joint and several liability of the Borrowers provided for in this Section 2.06 shall not be impaired or affected by any modification, supplement, extension or amendment or any contract or agreement to which the other Borrower may hereafter agree (other than an agreement signed by the Lender specifically releasing such liability), nor by any delay, extension of time, renewal, compromise or other indulgence granted by the Lender with respect to any otherof the Obligations, nor by any other agreements or arrangements whatsoever with the other Borrower or with any other Person, each of the Borrowers hereby waiving all notice of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each of the Borrowers is direct and unconditional as to all of the Obligations, and may be enforced without requiring the Lender first to resort to any other right, remedy or security. Each of the Borrowers hereby expressly waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Obligations, the Bridge Note, this Agreement or any other Loan Document and any requirement that the Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any of the Borrowers or any other Person or any collateral. (c) Each of the Borrowers hereby irrevocably subordinates and makes junior to the Obligations each of the other Borrower's property "claims" (as defined in Section 101(5) of the Bankruptcy Code) to which such Borrowers are or would be entitled by virtue of the provisions of the first paragraph of this Section 2.06 or the performance of such Borrower's obligations thereunder including, without limitation, any property which is collateral for right of subrogation (whether contractual, under Section 509 of the ObligationsBankruptcy Code or otherwise), arising from the existence reimbursement, contribution, exoneration or performance of this Notesimilar right, the Purchase Agreement or indemnity, or any other Related Agreement, right of recourse to security for any of the Obligations unless and until all of the Obligations to the Lender have been indefeasibly paid in full in immediately available funds and this Note, the Purchase Agreement and the other Related Agreements shall have been irrevocably terminated. [Balance of page intentionally left blank; signature page followsterminated in accordance with its terms.]

Joint and Several Obligations. All obligations (a) At all times during which there is more than one (1) Guarantor under the Guaranty, the liability of VOXX and EPXR as co-borrowers under this Note and the Related Agreements (the "Obligations") each Guarantor shall be joint and several obligationsand the joint and several obligations of each Guarantor under the Repurchase Documents (a) (i) shall be absolute and unconditional and shall remain in full force and effect (or be reinstated) until all the Obligations shall have been paid in full and the expiration of any applicable preference or similar period pursuant to any bankruptcy, insolvency, reorganization, moratorium or similar law, or at law or in equity, without any claim having been made before the expiration of such period asserting an interest in all or any part of any payment(s) received by the Buyer, and (ii) until such payment has been made, shall not be discharged, affected, modified or impaired on the Borrower shall make payment upon the maturity happening from time to time of any event, including, without limitation, any of the Obligations by acceleration following, whether or otherwise, and such obligation and liability on not with notice to or the part consent of the Borrower shall in no way be affected by any extensions, renewals and forbearance granted by the Holder to the Borrower, failure of Holder to give either EPXR or VOXX any noticeSeller, any failure of Holder to pursue to preserve its rights against either EPXR and/or VOXX, the release by Holder of any collateral now or thereafter acquired from either EPXR, VOXX and/or any other subsidiary of EPXR, and such agreement by each of EPXR and VOXX to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Holder to either EPXR, VOXX, or any other subsidiary of EPXR or any collateral for the Obligations Guarantor or the lack thereof. Each of EPXR and VOXX expressly waives any and all rights of subrogationPledgor, reimbursement(A) the waiver, indemnitycompromise, exonerationsettlement, contribution release, termination or any other claim which each of EPXR and/or VOXX may now or hereafter have against the other or other person or entity directly or contingently liable for the Obligations, or against or with respect to any other's property amendment (including, without limitation, any property which is collateral extension or postponement of the time for the Obligations), arising from the existence payment or performance or renewal or refinancing) of this Noteany or all of the obligations or agreements of any Seller, any Guarantor or the Purchase Pledgor under the Repurchase Agreement or any Repurchase Document, (B) the failure to give notice to any Seller, any Guarantor or the Pledgor of the occurrence of an Event of Default under any of the Repurchase Documents, (C) the release, substitution or exchange by the Buyer of any or all of the Purchased Items or the Equity Interests (in each case, whether with or without consideration) or the acceptance by the Buyer of any additional collateral or the availability or claimed availability of any other Related Agreementcollateral or source of repayment or any nonperfection or other impairment of collateral, (D) the release of any Person primarily or secondarily liable for all or any part of the Obligations, whether by the Buyer or in connection with any voluntary or involuntary liquidation, dissolution, receivership, insolvency, bankruptcy, assignment for the benefit of creditors or similar event or proceeding affecting any or all Sellers, any Guarantors, the Pledgor or any other Person who, or any of whose Property, shall at the time in question be obligated in respect of the Obligations or any part thereof, or (E) to the extent permitted by Applicable Law, any other event, occurrence, action or circumstance that would, in the absence of this Section 29, result in the release or discharge of any or all Guarantors from the performance or observance of any obligation, covenant or agreement contained in the Repurchase Documents; (b) each Guarantor expressly agrees that the Buyer shall not be required first to initiate any suit or to exhaust its remedies against any Seller, any Guarantor, the Pledgor or any other Person to become liable, or against any of the Purchased Items or the Equity Interests, in order to enforce this Guaranty or the other Repurchase Documents and each Guarantor expressly agrees that, notwithstanding the occurrence of any of the foregoing, each Guarantor shall be and remain directly and primarily liable for all sums due under the Repurchase Agreement or any of the Repurchase Documents, as and to the extent limited by this Guaranty; and, (c) on disposition by the Buyer of any Property encumbered by any Purchased Items or the Equity Interests, each Guarantor shall be and shall remain jointly and severally liable for any deficiency, as and to the extent limited by this Guaranty. (b) Each Guarantor hereby agrees that, to the extent another Guarantor shall have paid more than its proportionate share of any payment made hereunder, the Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor which has not paid its proportionate share of such payment; provided however, that the provisions of this Section 29(b) shall in no respect limit the obligations and liabilities of any Guarantor to the Buyer, and, notwithstanding any payment or payments made by any Guarantor (the “paying Guarantor”) hereunder or any set-off or application of funds of the paying Guarantor by the Buyer, the paying Guarantor shall not be entitled to be subrogated to any of the rights of the Buyer against any other Guarantor or any collateral security or guarantee or right of offset held by the Buyer, nor shall the paying Guarantor seek or be entitled to seek any contribution or reimbursement from the other Guarantor in respect of payments made by the paying Guarantor hereunder, until all Obligations amounts owing to the Buyer by the Guarantors under the Repurchase Documents are paid in full. If any amount shall be paid to the paying Guarantor on account of such subrogation rights at any time when all such amounts shall not have been indefeasibly paid in full full, such amount shall be held by the paying Guarantor in trust for the Buyer, segregated from other funds of the paying Guarantor, and this Noteshall, forthwith upon receipt by the Purchase Agreement and paying Guarantor, be turned over to the other Related Agreements have been irrevocably terminated. [Balance of page intentionally left blank; signature page followsBuyer in the exact form received by the paying Guarantor (duly indorsed by the paying Guarantor to the Buyer, if required), to be applied against amounts owing to the Buyer by the Guarantors under the Repurchase Documents, whether matured or unmatured, in such order as the Buyer may determine in its discretion.]”

Joint and Several Obligations. All obligations of VOXX and EPXR as co-borrowers (a) At all times during which there is more than one (1) Seller under this Note Agreement, each Seller hereby acknowledges and agrees that (i) such Seller shall be jointly and severally liable to the Purchaser to the maximum extent permitted by Applicable Law for all representations, warranties, covenants, duties and indemnities of the Sellers, arising under this Agreement and the Related Agreements other Repurchase Documents, as applicable, and the Obligations; (ii) the "Obligations"liability of each Seller (A) shall be joint absolute and several obligationsunconditional and shall remain in full force and effect (or be reinstated) until all the Obligations shall have been paid in full and the expiration of any applicable preference or similar period pursuant to any bankruptcy, insolvency, reorganization, moratorium or similar law, or at law or in equity, without any claim having been made before the expiration of such period asserting an interest in all or any part of any payment(s) received by the Purchaser, and (B) until such payment has been made, shall not be discharged, affected, modified or impaired on the Borrower shall make payment upon the maturity happening from time to time of any event, including, without limitation, any of the Obligations by acceleration following, whether or otherwise, and such obligation and liability on not with notice to or the part consent of the Borrower shall in no way be affected by any extensions, renewals and forbearance granted by the Holder to the Borrower, failure of Holder to give either EPXR or VOXX any notice, any failure of Holder to pursue to preserve its rights against either EPXR and/or VOXXeach Seller, the release by Holder of any collateral now or thereafter acquired from either EPXR, VOXX and/or any other subsidiary of EPXR, and such agreement by each of EPXR and VOXX to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Holder to either EPXR, VOXX, or any other subsidiary of EPXR or any collateral for the Obligations Guarantor or the lack thereof. Each of EPXR and VOXX expressly waives any and all rights of subrogationPledgor, reimbursement(1) the waiver, indemnitycompromise, exonerationsettlement, contribution release, termination or any other claim which each of EPXR and/or VOXX may now or hereafter have against the other or other person or entity directly or contingently liable for the Obligations, or against or with respect to any other's property amendment (including, without limitation, any property which is collateral extension or postponement of the time for the Obligations), arising from the existence payment or performance or renewal or refinancing) of this Noteany or all of the obligations or agreements of any Seller, the Purchase Guarantor or the Pledgor under the Repurchase Agreement or any Repurchase Document, (2) the failure to give notice to each Seller, the Guarantor or the Pledgor of the occurrence of an Event of Default under any of the Repurchase Documents, (3) the release, substitution or exchange by the Purchaser of any or all of the Purchased Items or Pledged Collateral (whether with or without consideration) or the acceptance by the Purchaser of any additional collateral or the availability or claimed availability of any other Related Agreementcollateral or source of repayment or any nonperfection or other impairment of collateral, (4) the release of any Person primarily or secondarily liable for all or any part of the Obligations, whether by the Purchaser or in connection with any voluntary or involuntary liquidation, dissolution, receivership, insolvency, bankruptcy, assignment for the benefit of creditors or similar event or proceeding affecting any or all of each Seller, the Guarantor, the Pledgor or any other Person who, or any of whose Property, shall at the time in question be obligated in respect of the Obligations or any part thereof, or (5) to the extent permitted by Applicable Law, any other event, occurrence, action or circumstance that would, in the absence of this Section 13.26, result in the release or discharge of any or all of the Sellers from the performance or observance of any obligation, covenant or agreement contained in the Repurchase Agreement or the Repurchase Documents; (iii) the Purchaser shall not be required first to initiate any suit or to exhaust its remedies against any Seller, the Guarantor, the Pledgor or any other Person to become liable, or against any of the Purchased Items or the Pledged Collateral, in order to enforce this Repurchase Agreement or the Repurchase Documents and each Seller, the Guarantor and the Pledgor expressly agree that, notwithstanding the occurrence of any of the foregoing, each Seller shall be and remain directly and primarily liable for all sums due under the Repurchase Agreement or any of the Repurchase Documents; (iv) when making any demand hereunder against any Seller, the Purchaser may, but shall be under no obligation to, make a similar demand on any other Seller, and any failure by the Purchaser to make any such demand or to collect any payments from any other Seller, or any release of any such other Seller shall not relieve any Seller in a 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 Purchaser against the Sellers; and (v) on disposition by the Purchaser of any Property encumbered by any Purchased Items or the Pledged Collateral, each Seller shall be and shall remain jointly and severally liable for any deficiency. (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 Subsection 13.26(b) shall in no respect limit the obligations and liabilities of each Seller to the Purchaser, and, notwithstanding any payment or payments made by a Seller (the “paying Seller”) hereunder or any set–off or application of funds of the paying Seller by the Purchaser, the paying Seller shall not be entitled to be subrogated to any of the rights of the Purchaser against any other Seller or any collateral security or guarantee or right of offset held by the Purchaser, 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 Obligations amounts owing to the Purchaser 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 indefeasibly paid in full, such amount shall be held by the paying Seller in trust for the Purchaser, segregated from other funds of the paying Seller, and shall, forthwith upon receipt by the paying Seller, be turned over to the Purchaser in the exact form received by the paying Seller (duly indorsed by the paying Seller to the Purchaser, if required), to be applied against amounts owing to the Purchaser by the Seller under the Repurchase Documents, in accordance with the terms of this Agreement. (c) The Obligations are full and this Note, the Purchase Agreement recourse obligations to each Seller and the other Related Agreements have been irrevocably terminated. [Balance of page intentionally left blank; signature page followsSellers hereby forever waive, demise, acquit and discharge any and all defenses, and shall at no time assert or allege any defense, to the contrary.]

Joint and Several Obligations. All obligations of VOXX Each Borrower acknowledges that it is jointly and EPXR as co-borrowers under this Note and the Related Agreements (the "Obligations") shall be joint and several obligations, and the Borrower shall make payment upon the maturity severally liable for all of the Obligations and as a result hereby unconditionally guaranties the full and prompt payment when due, whether at maturity or earlier, by reason of acceleration or otherwise, and at all times thereafter, of all indebtedness, liabilities and obligations of every kind and nature of each other Borrower to Agent and Lenders and, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, joint or several, now or hereafter existing, or due or to become due, and howsoever owned, held or acquired by Agent or any Lender. Each Borrower agrees that if this guaranty, or any Liens securing this guaranty, would, but for the application of this sentence, be unenforceable under applicable law, this guaranty and each such obligation Lien shall be valid and liability on enforceable to the maximum extent that would not cause this guaranty or such Lien to be unenforceable under applicable law, and this guaranty shall automatically be deemed to have been amended accordingly at all relevant times. Each Borrower hereby agrees that its obligations under this guaranty shall be unconditional, irrespective of (a) the validity or enforceability of the Obligations or any part thereof, or of any promissory note or other document evidencing all or any part of the Obligations, (b) the absence of any attempt to collect the Obligations from any other Borrower shall in no way be affected or any Guarantor or other action to enforce the same, (c) the waiver or consent by Agent or any Lender with respect to any provision of any agreement, instrument or document evidencing or securing all or any part of the Obligations, or any other agreement, instrument or document now or hereafter executed by any extensionsother Borrower and delivered to Agent or any Lender (other than a waiver, renewals forgiveness or consent by Agent and forbearance granted Lenders that reduces the amount of any of the Obligations), (d) the failure by the Holder Agent or any Lender to the Borrowertake any steps to perfect and maintain its security interest in, failure of Holder to give either EPXR or VOXX any notice, any failure of Holder to pursue to preserve its rights against either EPXR and/or VOXXto, any security or Collateral for the release Obligations, for its benefit, (e) Agent’s or any Lender’s election, in any proceeding instituted under the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of the application of Section 1111(b)(2) of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (f) any borrowing or grant of a security interest by Holder any Borrower as debtor-in-possession, under Section 364 of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (g) the disallowance, under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of all or any portion of Agent’s or any Lender’s claim(s) for repayment of the Obligations or (h) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a borrower or a guarantor. Each Borrower hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of receivership or bankruptcy of any collateral now Borrower, protest or thereafter acquired from either EPXRnotice with respect to the Obligations and all demands whatsoever, VOXX and/or and covenants that this guaranty will not be discharged, except by complete and irrevocable payment and performance of the Obligations. No notice to any Borrower or any other subsidiary party shall be required for Agent or any Lender to make demand hereunder. Such demand shall constitute a mature and liquidated claim against the applicable Borrower. Upon the occurrence of EPXRany Event of Default, Agent or any Lender may, in its sole election, proceed directly and such agreement by each at once, without notice, against all or any Borrower to collect and recover the full amount or any portion of EPXR and VOXX to pay upon the Obligations, without first proceeding against any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Holder to either EPXR, VOXXother Borrower or any other Person, or any security or collateral for the Obligations. During the existence of an Event of Default, Agent and each Lender shall have the exclusive right to determine the application of payments and credits, if any from any Borrower, any other subsidiary Person or any security or collateral for the Obligations, on account of EPXR the Obligations or of any other liability of any Borrower to Agent or any Lender. At any time after and during the continuance of an Event of Default, Agent and each Lender may, in its sole discretion, without notice to any Borrower and regardless of the acceptance of any collateral for the payment hereof, appropriate and apply toward payment of the Obligations (i) any indebtedness due or to become due from Agent or any Lender to such Borrower and (ii) any moneys, credits or other property belonging to such Borrower at any time held by or coming into the lack possession of Agent or any Lender or any Affiliates thereof, whether for deposit or otherwise. Notwithstanding anything to the contrary set forth in this Section 2.13, it is the intent of the parties hereto that the liability incurred by each Borrower in respect of the Obligations of the other Borrowers (and any Lien granted by each Borrower to secure such Obligations), not constitute a fraudulent conveyance under Section 548 of the United States Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable law of any state or other governmental unit (“Fraudulent Conveyance”). Consequently, each Borrower, Agent and each Lender hereby agree that if a court of competent jurisdiction determines that the incurrence of liability by any Borrower in respect of the Obligations of any other Borrower (or any Liens granted by such Borrower to secure such Obligations) would, but for the application of this sentence, constitute a Fraudulent Conveyance, such liability (and such Liens) shall be valid and enforceable only to the maximum extent that would not cause the same to constitute a Fraudulent Conveyance, and this Agreement and the other Loan Documents shall automatically be deemed to have been amended accordingly. Each of EPXR and VOXX Borrower expressly waives all rights it may have now or in the future under any statute, or at common law, or at law or in equity, or otherwise, to compel Agent or Lenders to marshal assets or to proceed in respect of the Obligations guaranteed hereunder against any other Borrower or any Guarantor, any other party or against any security for the payment and performance of the Obligations before proceeding against, or as a condition to proceeding against, such Borrower. It is agreed among each Borrower, Agent and Lenders that the foregoing waivers are of the essence of the transaction contemplated by this Agreement and the other Loan Documents and that, but for the provisions of this Section 2.13 and such waivers, Agent and Lenders would decline to enter into this Agreement. Each Borrower agrees that the provisions of this Section 2.13 are for the benefit of Agent and Lenders and their respective successors, transferees, endorsees and assigns, and nothing herein contained shall impair, as between any other Borrower and Agent or Lenders, the obligations of such other Borrower under the Loan Documents. Notwithstanding anything to the contrary in this Agreement or in any other Loan Document, and except as set forth in Section 2.13, each Borrower hereby expressly and irrevocably subordinates to payment of the Obligations any and all rights of at law or in equity to subrogation, reimbursement, indemnity, exoneration, contribution contribution, indemnification or set off (including those set forth in Section 2.14) and any other claim which each of EPXR and/or VOXX may now and all defenses available to a surety, guarantor or hereafter have against accommodation co-obligor until the other or other person or entity directly or contingently liable for the Obligations, or against or with respect to any other's property (including, without limitation, any property which is collateral for the Obligations), arising from the existence or performance of this Note, the Purchase Agreement or any other Related Agreement, until all Obligations have been are indefeasibly paid in full in cash. Each Borrower acknowledges and agrees that this Notesubordination is intended to benefit Agent and Lenders and shall not limit or otherwise affect such Borrower’s liability hereunder or the enforceability of this Section 2.13, and that Agent, Lenders and their respective successors and assigns are intended third party beneficiaries of the Purchase waivers and agreements set forth in this Section 2.13. If Agent or any Lender may, under applicable law, proceed to realize its benefits under any of the Loan Documents giving Agent or such Lender a Lien upon any Collateral, whether owned by any Borrower or by any other Person, either by judicial foreclosure or by non-judicial sale or enforcement, Agent or any Lender may, at its sole option, determine which of its remedies or rights it may pursue without affecting any of its rights and remedies under this Section 2.13. If, in the exercise of any of its rights and remedies, Agent or any Lender shall forfeit any of its rights or remedies, including its right to enter a deficiency judgment against any Borrower or any other Person, whether because of any applicable laws pertaining to “election of remedies” or the like, each Borrower hereby consents to such action by Agent or such Lender and waives any claim based upon such action, even if such action by Agent or such Lender shall result in a full or partial loss of any rights of subrogation that each Borrower might otherwise have had but for such action by Agent or such Lender. Any election of remedies that results in the denial or impairment of the right of Agent or any Lender to seek a deficiency judgment against any Borrower shall not impair any other Borrower’s obligation to pay the full amount of the Obligations. In the event Agent or any Lender shall bid at any foreclosure or trustee’s sale or at any private sale permitted by law or the Loan Documents, Agent or such Lender may bid all or less than the amount of the Obligations and the amount of such bid need not be paid by Agent or such Lender but shall be credited against the Obligations. The amount of the successful bid at any such sale, whether Agent, Lender or any other party is the successful bidder, shall be conclusively deemed to be the fair market value of the Collateral and the difference between such bid amount and the remaining balance of the Obligations shall be conclusively deemed to be the amount of the Obligations guaranteed under this Section 2.13, notwithstanding that any present or future law or court decision or ruling may have the effect of reducing the amount of any deficiency claim to which Agent or any Lender might otherwise be entitled but for such bidding at any such sale. The liability of Borrowers under this Section 2.13 is in addition to and shall be cumulative with all liabilities of each Borrower to Agent and Lenders under this Agreement and the other Related Agreements have been irrevocably terminated. [Balance Loan Documents to which such Borrower is a party or in respect of page intentionally left blank; signature page followsany Obligations or obligation of the other Borrower, without any limitation as to amount, unless the instrument or agreement evidencing or creating such other liability specifically provides to the contrary.]

Joint and Several Obligations. All obligations (a) Seller hereby acknowledges and agrees that (i) Seller shall be jointly and severally liable with the sellers under each Other Repurchase Agreement to Buyer to the maximum extent permitted by Requirements of VOXX Law for all Repurchase Obligations and EPXR as co-borrowers under this Note and all Other Facility Repurchase Obligations, (ii) the Related Agreements liability of Seller (the "Obligations"A) shall be joint absolute and several obligationsunconditional and shall remain in full force and effect (or be reinstated) until all Repurchase Obligations and all Other Facility Repurchase Obligations shall have been paid in full and the expiration of any applicable preference or similar period pursuant to any Insolvency Law, or at law or in equity, without any claim having been made before the expiration of such period asserting an interest in all or any part of any payment(s) received by Buyer, and (B) until such payment has been made, shall not be discharged, affected, modified or impaired on the Borrower shall make payment upon the maturity occurrence from time to time of any event, including any of the following, whether or not with notice to or the consent of Seller, (1) the waiver, compromise, settlement, release, modification, supplementation, termination or amendment (including any extension or postponement of the time for payment or performance or renewal or refinancing) of any of the Repurchase Obligations, Repurchase Documents, any Other Facility Repurchase Obligations or “Repurchase Documents” (as defined in the Kensington Repurchase Agreement) or the “Facility Documents” (as defined in the Gloss Loan Agreement), (2) the failure to give notice to Seller of the occurrence of an Event of Default, (3) the release, substitution or exchange by acceleration Buyer of any Purchased Asset or otherwise“Purchased Asset” (as defined in the Kensington Repurchase Agreement) or “Pledged Asset” (as defined in the Gloss Loan Agreement) (whether with or without consideration) or the acceptance by Buyer of any additional collateral or the availability or claimed availability of any other collateral or source of repayment or any nonperfection or other impairment of collateral, and such obligation and liability on (4) the release of any Person primarily or secondarily liable for all or any part of the Borrower shall Repurchase Obligations or any Other Facility Repurchase Obligations, whether by Buyer or in no way be affected by connection with any extensions, renewals and forbearance granted by the Holder to the Borrower, failure of Holder to give either EPXR or VOXX any noticeInsolvency Proceeding affecting Seller, any failure of Holder to pursue to preserve its rights against either EPXR and/or VOXX, seller under the release by Holder of any collateral now or thereafter acquired from either EPXR, VOXX and/or any other subsidiary of EPXR, and such agreement by each of EPXR and VOXX to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Holder to either EPXR, VOXXOther Repurchase Agreement, or any other subsidiary of EPXR Person who, or any collateral for of whose property, shall at the time in question be obligated in respect of the Repurchase Obligations, any Other Facility Repurchase Obligations or any part thereof, (5) the lack thereof. Each sale, exchange, waiver, surrender or release of EPXR any Purchased Asset, “Purchased Asset” (as defined in the Kensington Repurchase Agreement), guarantee or other collateral by Buyer, “Pledged Asset” (as defined in the Gloss Loan Agreement), (6) the failure of Buyer to protect, secure, perfect or insure any Lien at any time held by Buyer as security for amounts owed by Seller or any seller under the Other Repurchase Agreement, or (7) to the extent permitted by Requirements of Law, any other event, occurrence, action or circumstance that would, in the absence of this Section 18.27, result in the release or discharge Seller from the performance or observance of any Repurchase Obligation or any seller from the performance or observance of any Other Facility Repurchase Obligation, (iii) Buyer shall not be required first to initiate any suit or to exhaust its remedies against Seller, any seller under the Other Repurchase Agreement or any other Person to become liable, or against any of the Purchased Assets or “Purchased Assets” (as defined in the Kensington Repurchase Agreement) or “Pledged Assets” (as defined in the Gloss Loan Agreement), in order to enforce the Repurchase Documents and VOXX the “Repurchase Documents” (as defined in the Kensington Repurchase Agreement) or the “Facility Documents” (as defined in the Gloss Loan Agreement) and Seller expressly agrees that, notwithstanding the occurrence of any of the foregoing, Seller shall be and remain directly and primarily liable for all sums due under any of the Repurchase Documents and the “Repurchase Documents” (as defined in the Kensington Repurchase Agreement) or the “Facility Documents” (as defined in the Gloss Loan Agreement), (iv) when making any demand hereunder against Seller or any of the Purchased Assets, Buyer may, but shall be under no obligation to, make a similar demand on any seller under the Other Repurchase Agreement, or otherwise pursue such rights and remedies as it may have against any seller under the Other Repurchase Agreement 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 make any such demand, file suit or otherwise pursue such other rights or remedies or to collect any payments from any such other 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 any such other seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve Seller if a demand or collection is not made and shall not release Seller of its 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 (as used herein, the term “demand” shall include the commencement and continuation of legal proceedings), (v) on disposition by Buyer of any property encumbered by any Purchased Assets or “Purchased Assets” (as defined in the Kensington Repurchase Agreement) or “Pledged Assets” (as defined in the Gloss Loan Agreement), Seller shall be and shall remain jointly and severally liable for any deficiency, (vi) Seller waives (A) any and all rights notice of subrogationthe creation, reimbursementrenewal, indemnity, exoneration, contribution extension or accrual of any amounts at any time owing to Buyer by any other claim which each seller under the “Repurchase Documents” (as defined in the Kensington Repurchase Agreement) or the “Facility Documents” (as defined in the Gloss Loan Agreement) and notice of EPXR and/or VOXX may now or hereafter proof of reliance by Buyer upon Seller or acceptance of the obligations of Seller under this Section 18.27, and all such amounts, and any of them, shall conclusively be deemed to have against been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the obligations of Seller under this Agreement, and all dealings between Seller, on the one hand, and Buyer, on the other hand, likewise shall be conclusively presumed to have been had or other person consummated in reliance upon the obligations of Seller under this Agreement and the Other Repurchase Agreement, and (B) diligence, presentment, protest, demand for payment and notice of default or entity directly nonpayment to or contingently liable for the Obligations, or against or upon Seller with respect to any other's property (including, without limitation, amounts at any property which is collateral for time owing to Buyer by Seller under the Obligations), arising from the existence or performance of this Note, the Purchase Agreement Repurchase Documents or any other Related seller under the “Repurchase Documents” (as defined in the Kensington Repurchase Agreement) or the “Facility Documents” (as defined in the Gloss Loan Agreement), and (vii) Seller shall continue to be liable under this Section 18.27 without regard to (A) the validity, regularity or enforceability of any other provision of this Agreement, until all Obligations have been indefeasibly paid the Other Repurchase Agreement, any other Repurchase Document or any other “Repurchase Document” (as defined in full the Kensington Repurchase Agreement) or the “Facility Documents” (as defined in the Gloss Loan Agreement), any amounts at any time owing to Buyer by Seller under the Repurchase Documents or any seller under the “Repurchase Documents” (as defined in the Kensington Repurchase Agreement) or the “Facility Documents” (as defined in the Gloss Loan Agreement), 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 (iii) 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 any seller under the “Repurchase Documents” (as defined in the Kensington Repurchase Agreement) or the “Facility Documents” (as defined in the Gloss Loan Agreement), in bankruptcy or in any other instance. (b) Seller shall remain fully obligated under this Agreement 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” (as defined in any Kensington Repurchase Agreement) or the “Facility Documents” (as defined in the Gloss Loan Agreement) may be rescinded by Buyer and any the payment of any such amounts may be continued, and the 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 (including any extension or postponement of the time for payment or performance or renewal or refinancing of any Other Facility Repurchase Obligation), and this NoteAgreement, the Purchase Other Repurchase Agreements, the Repurchase Documents, the “Repurchase Documents” (as defined in the Kensington Repurchase Agreement) or the “Facility Documents” (as defined in the Gloss Loan Agreement) 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 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 or any seller under the “Repurchase Documents” (as defined in the Kensington Repurchase Agreement) or the “Facility Documents” (as defined in the Gloss Loan Agreement) 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 by sellers under the “Repurchase Documents” (as defined in the Kensington Repurchase Agreement) or the “Facility Documents” (as defined in the Gloss Loan Agreement), or any property subject thereto. (c) The Repurchase Obligations and all Other Facility Repurchase Obligations are full recourse obligations to Seller, and Seller hereby forever waives, demises, acquits and discharges any and all defenses, and shall at no time assert or allege any defense, to the contrary. (d) Anything herein or in any other Repurchase Document to the contrary notwithstanding, the maximum liability of Seller hereunder in respect of the liabilities of the sellers under each Other Repurchase Agreement and the other Related Agreements have been irrevocably terminated. [Balance “Repurchase Documents” (as defined in the Kensington Repurchase Agreement) or the “Facility Documents” (as defined in the Gloss Loan Agreement) shall in no event exceed the amount which can be guaranteed by Seller under applicable federal and state laws relating to the insolvency of page intentionally left blank; signature page followsdebtors.] (n) Article 18 of the Repurchase Agreement is hereby amended by inserting the following new Section 18.28 in correct numerical order:

Joint and Several Obligations. All Each of the undersigned Borrowers, if more than one, hereby irrevocably designate the other Borrower its attorney-in-fact to borrow, sign and endorse the Revolving Loan Note, and execute and deliver all instruments, documents, writings and further assurances, required hereunder on its behalf. Each Borrower authorizes Lender to pay over or credit all Loan Proceeds to any Borrower for distribution among such Borrowers, as their needs require. Each of the Borrowers affirms and agrees that all Loans, advances, obligations of VOXX and EPXR as co-borrowers liabilities hereunder and under this the Revolving Loan Note and the Related Agreements (the "Obligations") issued pursuant hereto shall be the joint and several obligationsobligation of each Borrower, and the that each Borrower shall make payment upon the Revolving Loan Note issued pursuant hereto in accordance with its terms, or upon its earlier maturity of the Obligations by acceleration acceleration, call or otherwise, otherwise and that such obligation and liability on the part of the Borrower Borrowers shall in no way be affected by any extensions, renewals and forbearance or forbearances granted by the Holder Lender to the Borrowerthem or any of them, failure of Holder Lender to give either EPXR them or VOXX any of them notice of borrowing or other notice, any failure of Holder Lender to pursue to or preserve its rights against either EPXR and/or VOXXthem or any of them, the release by Holder Lender of any collateral Collateral now or thereafter hereafter acquired from either EPXRor any guarantees or obligations, VOXX and/or failure of Lender's best efforts in obtaining "commercially reasonable" prices for any other subsidiary of EPXRCollateral disposed of, and that such agreement by each of EPXR and VOXX such Borrowers to pay upon any notice the Revolving Loan Note issued pursuant thereto hereto is unconditional and unaffected by does not require prior recourse by Holder to either EPXR, VOXX, or any other subsidiary of EPXR or any collateral for the Obligations or the lack thereof. Each of EPXR and VOXX expressly waives any and all rights of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which each of EPXR and/or VOXX may now or hereafter have against the other or other person or entity directly or contingently liable for the Obligations, or against or with respect Lender to any other's property (including, without limitation, any property which is collateral for the Obligations), arising from the existence or performance of this Note, the Purchase Agreement or any other Related Agreement, until all Obligations have been indefeasibly paid in full and this Note, the Purchase Agreement and the other Related Agreements have been irrevocably terminated. [Balance of page intentionally left blank; signature page followsCollateral .]

Joint and Several Obligations. (a) All of the obligations of VOXX and EPXR as co-borrowers Borrowers under this Note Agreement and the Related other Financing Agreements (the "Obligations") shall be joint and several obligationsseveral. Each Borrower hereby waives promptness, diligence and notice of acceptance of this Amendment, of any action taken or omitted in reliance hereon or of any default by the other Borrower shall make or any Affiliates in the payment upon of any Obligations or in the maturity performance of any covenants, agreements, terms, conditions under this Agreement or any other Financing Agreement. Each Borrower expressly waives the Obligations by acceleration right to require the Lender to protect, secure, perfect, insure, proceed against or otherwise, and such obligation and liability on the part of the Borrower shall in no way be affected by exhaust any extensions, renewals and forbearance security granted by the Holder other Borrower or any other Affiliate as security for the payment of any Obligations or to exhaust any right or take any action against such other Borrower or Affiliate or their respective properties before pursuing its remedies against the Collateral owned by such Borrower. (b) The obligations of each Borrower under this Section 8.14 shall be absolute and unconditional, failure of Holder shall not be subject to give either EPXR any counterclaim, set-off, deduction or VOXX defense based upon any noticeclaim any other Borrower or Affiliate may have against each other or against the Lender and shall remain in full force and effect without regard to and shall not be released, discharged or in any way affected or impaired by, any failure thing, event, happening, matter, circumstance or condition whatsoever (whether or not the Borrowers shall have any knowledge or notice thereof or consent thereto), including, without limitation: (i) any lack of Holder to pursue to preserve its rights against either EPXR and/or VOXX, the release by Holder en- forceability of any collateral now Obligation, (ii) any change of the time, manner or thereafter acquired from either EPXR, VOXX and/or any other subsidiary place of EPXR, and such agreement by each of EPXR and VOXX to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Holder to either EPXR, VOXXpayment, or any other subsidiary term, of EPXR or any collateral for the Obligations or the lack thereof. Each of EPXR and VOXX expressly waives any and all rights of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which each of EPXR and/or VOXX may now or hereafter have against the other or other person or entity directly or contingently liable for the Obligations, or against or with respect to any other's property Obligation (including, without limitation, any property which is collateral renewal or extension of time for the Obligationspayment), arising from (iii) any exchange, release, or non- perfection of any Collateral, (iv) any law, regulation or order of any jurisdiction affecting any term of any Obligation or Borrowers' or any Affiliates' rights with respect thereto, (v) any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or similar proceedings with respect to the existence other Borrower or performance of this Note, the Purchase Agreement any Affiliate or any other Related Agreementobligor or guarantor of any Obligation and (vi) any other circumstance which might otherwise constitute a defense available to, until or a discharge of, Borrower or a guarantor. (c) Any rights of subrogation of either Borrower to the rights of Lender as against the other Borrower or any Affiliates and any claims arising therefrom shall at all times be, in all respects subordinate and junior to all Obligations until such time that all such Obligations shall have been indefeasibly paid in full and this Note, the Purchase Agreement and the other Related Agreements have been irrevocably terminated. [Balance of page intentionally left blank; signature page followsin cash.]

Joint and Several Obligations. All obligations Each Seller hereby acknowledges and agrees that (i) each Seller shall be jointly and severally liable to Buyer to the maximum extent permitted by any Requirement of VOXX and EPXR as co-borrowers under this Note and Law for all Repurchase Obligations, (ii) the Related Agreements liability of each Seller with respect to the Repurchase Obligations (the "Obligations"A) shall be joint absolute and several obligations, and the Borrower shall make payment upon the maturity of the Obligations by acceleration or otherwise, and such obligation and liability on the part of the Borrower shall in no way be affected by any extensions, renewals and forbearance granted by the Holder unconditional to the Borrower, failure of Holder to give either EPXR or VOXX any notice, any failure of Holder to pursue to preserve its rights against either EPXR and/or VOXX, the release by Holder of any collateral now or thereafter acquired from either EPXR, VOXX and/or any other subsidiary of EPXR, and such agreement by each of EPXR and VOXX to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Holder to either EPXR, VOXX, or any other subsidiary of EPXR or any collateral for the Obligations or the lack thereof. Each of EPXR and VOXX expressly waives any and all rights of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which each of EPXR and/or VOXX may now or hereafter have against the other or other person or entity directly or contingently liable for the Obligations, or against or with respect to any other's property (including, without limitation, any property which is collateral for the Obligations), arising from the existence or performance of extent set forth in this Note, the Purchase Agreement or any other Related Agreement, until all Obligations have been indefeasibly paid in full and this Note, the Purchase Agreement and the other Related Agreements Transaction Documents and shall remain in full force and effect (or be reinstated) until all Repurchase Obligations shall have been irrevocably terminated. [Balance paid, performed and/or satisfied, as applicable, in full, and (B) until such payment, performance and/or satisfaction, as applicable, has occurred, shall not be discharged, affected, modified or impaired on the occurrence from time to time of page intentionally left blank; signature page followsany event, including any of the following, whether or not with notice to or the consent of each Seller (it being understood and agreed that no notice or consent shall be imputed to either Seller where neither Seller received the same, and the provisions of this section shall in no event relieve any requirement contained in this Agreement or the other Transaction Documents to provide notice where such notice is required and neither Seller has received delivery of such notice or to obtain consent where such consent is required and neither Seller has provided such consent), (1) the waiver, compromise, settlement, release, termination or amendment (including any extension or postponement of the time for payment, performance, satisfaction, renewal or refinancing) of any of the Repurchase Obligations (other than a waiver, compromise, settlement, release or termination in full of the Repurchase Obligations), (2) the failure to give notice to each Seller of the occurrence of an Event of Default, (3) the release by Buyer of any Purchased Loan (whether with or without consideration) or the acceptance by Buyer of any additional collateral or the availability or claimed availability of any other collateral or source of repayment or any non-perfection or other impairment of collateral, (4) the release of any Person primarily or secondarily liable for all or any part of the Repurchase Obligations, whether by Buyer or in connection with any Act of Insolvency affecting a Seller or any other Person who, or any of whose property, shall at the time in question be obligated in respect of the Repurchase Obligations or any part thereof, or (5) to the extent permitted by any Requirement of Law, any other event, occurrence, action or circumstance that would, in the absence of this Section 33, result in the release or discharge of a Seller from the performance or observance of any Repurchase Obligation, (iii) Buyer shall not be required first to initiate any suit or to exhaust its remedies against a Seller or any other Person for such Seller or Person to become liable, or against any of the Purchased Loans, in order to enforce the Transaction Documents and each Seller expressly agrees that, notwithstanding the occurrence of any of the foregoing, each Seller shall be and remain directly and primarily liable for all sums due under any of the Transaction Documents, (iv) when making any demand hereunder against a Seller, Buyer may, but shall be under no obligation to, make a similar demand on another Seller, and any failure by Buyer to make any such demand or to collect any payments from another Seller, or any release of another Seller shall not relieve such Seller in a respect of which a demand or collection is not made or a Seller not so released of its 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 such Seller, and (v) on disposition by Buyer of any property encumbered by any Purchased Loans, each Seller shall be and shall remain jointly and severally liable for any deficiency to the extent set forth in this Agreement and the other Transaction Documents.]

Joint and Several Obligations. All obligations (a) Seller hereby acknowledges and agrees that (i) Seller shall be jointly and severally liable with the sellers under each Other Repurchase Agreement to Buyer to the maximum extent permitted by Requirements of VOXX Law for all Repurchase Obligations and EPXR as co-borrowers under this Note and all Other Facility Repurchase Obligations, (ii) the Related Agreements liability of Seller (the "Obligations"A) shall be joint absolute and several obligationsunconditional and shall remain in full force and effect (or be reinstated) until all Repurchase Obligations and all Other Facility Repurchase Obligations shall have been paid in full and the expiration of any applicable preference or similar period pursuant to any Insolvency Law, or at law or in equity, without any claim having been made before the expiration of such period asserting an interest in all or any part of any payment(s) received by Buyer, and (B) until such payment has been made, shall not be discharged, affected, modified or impaired on the Borrower shall make payment upon the maturity occurrence from time to time of any event, including any of the following, whether or not with - 92 - notice to or the consent of Seller, (1) the waiver, compromise, settlement, release, modification, supplementation, termination or amendment (including any extension or postponement of the time for payment or performance or renewal or refinancing) of any of the Repurchase Obligations, Repurchase Documents, any Other Facility Repurchase Obligations or “Repurchase Documents” (as defined in the Kensington Repurchase Agreement) or the “Facility Documents” (as defined in the Gloss Loan Agreement), (2) the failure to give notice to Seller of the occurrence of an Event of Default, (3) the release, substitution or exchange by acceleration Buyer of any Purchased Asset or otherwise“Purchased Asset” (as defined in the Kensington Repurchase Agreement) or “Pledged Asset” (as defined in the Gloss Loan Agreement) (whether with or without consideration) or the acceptance by Buyer of any additional collateral or the availability or claimed availability of any other collateral or source of repayment or any nonperfection or other impairment of collateral, and such obligation and liability on (4) the release of any Person primarily or secondarily liable for all or any part of the Borrower shall Repurchase Obligations or any Other Facility Repurchase Obligations, whether by Buyer or in no way be affected by connection with any extensions, renewals and forbearance granted by the Holder to the Borrower, failure of Holder to give either EPXR or VOXX any noticeInsolvency Proceeding affecting Seller, any failure of Holder to pursue to preserve its rights against either EPXR and/or VOXX, seller under the release by Holder of any collateral now or thereafter acquired from either EPXR, VOXX and/or any other subsidiary of EPXR, and such agreement by each of EPXR and VOXX to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Holder to either EPXR, VOXXOther Repurchase Agreement, or any other subsidiary of EPXR Person who, or any collateral for of whose property, shall at the time in question be obligated in respect of the Repurchase Obligations, any Other Facility Repurchase Obligations or any part thereof, (5) the lack thereof. Each sale, exchange, waiver, surrender or release of EPXR any Purchased Asset, “Purchased Asset” (as defined in the Kensington Repurchase Agreement), guarantee or other collateral by Buyer, “Pledged Asset” (as defined in the Gloss Loan Agreement), (6) the failure of Buyer to protect, secure, perfect or insure any Lien at any time held by Buyer as security for amounts owed by Seller or any seller under the Other Repurchase Agreement, or (7) to the extent permitted by Requirements of Law, any other event, occurrence, action or circumstance that would, in the absence of this Section 18.27, result in the release or discharge Seller from the performance or observance of any Repurchase Obligation or any seller from the performance or observance of any Other Facility Repurchase Obligation, (iii) Buyer shall not be required first to initiate any suit or to exhaust its remedies against Seller, any seller under the Other Repurchase Agreement or any other Person to become liable, or against any of the Purchased Assets or “Purchased Assets” (as defined in the Kensington Repurchase Agreement) or “Pledged Assets” (as defined in the Gloss Loan Agreement), in order to enforce the Repurchase Documents and VOXX the “Repurchase Documents” (as defined in the Kensington Repurchase Agreement) or the “Facility Documents” (as defined in the Gloss Loan Agreement) and Seller expressly agrees that, notwithstanding the occurrence of any of the foregoing, Seller shall be and remain directly and primarily liable for all sums due under any of the Repurchase Documents and the “Repurchase Documents” (as defined in the Kensington Repurchase Agreement) or the “Facility Documents” (as defined in the Gloss Loan Agreement), (iv) when making any demand hereunder against Seller or any of the Purchased Assets, Buyer may, but shall be under no obligation to, make a similar demand on any seller under the Other Repurchase Agreement, or otherwise pursue such rights and remedies as it may have against any seller under the Other Repurchase Agreement 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 make any such demand, file suit or otherwise pursue such other rights or remedies or to collect any payments from any such other 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 any such other seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve Seller if a demand or collection is not made and shall not release Seller of its 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 (as used herein, the term “demand” shall include the commencement and continuation of legal proceedings), (v) on disposition by Buyer of any property encumbered by any Purchased Assets or “Purchased Assets” (as defined in the Kensington Repurchase Agreement) or “Pledged Assets” (as defined in the Gloss Loan Agreement), Seller shall be and shall remain jointly and severally liable for any deficiency, (vi) Seller waives (A) any and all rights notice of subrogationthe creation, reimbursementrenewal, indemnity, exoneration, contribution extension or accrual of any amounts at any time owing to Buyer by any other claim which each seller under the “Repurchase Documents” (as defined in - 93 - the Kensington Repurchase Agreement) or the “Facility Documents” (as defined in the Gloss Loan Agreement) and notice of EPXR and/or VOXX may now or hereafter proof of reliance by Buyer upon Seller or acceptance of the obligations of Seller under this Section 18.27, and all such amounts, and any of them, shall conclusively be deemed to have against been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the obligations of Seller under this Agreement, and all dealings between Seller, on the one hand, and Buyer, on the other hand, likewise shall be conclusively presumed to have been had or other person consummated in reliance upon the obligations of Seller under this Agreement and the Other Repurchase Agreement, and (B) diligence, presentment, protest, demand for payment and notice of default or entity directly nonpayment to or contingently liable for the Obligations, or against or upon Seller with respect to any other's property (including, without limitation, amounts at any property which is collateral for time owing to Buyer by Seller under the Obligations), arising from the existence or performance of this Note, the Purchase Agreement Repurchase Documents or any other Related seller under the “Repurchase Documents” (as defined in the Kensington Repurchase Agreement) or the “Facility Documents” (as defined in the Gloss Loan Agreement), and (vii) Seller shall continue to be liable under this Section 18.27 without regard to (A) the validity, regularity or enforceability of any other provision of this Agreement, until all Obligations have been indefeasibly paid the Other Repurchase Agreement, any other Repurchase Document or any other “Repurchase Document” (as defined in full the Kensington Repurchase Agreement) or the “Facility Documents” (as defined in the Gloss Loan Agreement), any amounts at any time owing to Buyer by Seller under the Repurchase Documents or any seller under the “Repurchase Documents” (as defined in the Kensington Repurchase Agreement) or the “Facility Documents” (as defined in the Gloss Loan Agreement), 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 (iii) 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 any seller under the “Repurchase Documents” (as defined in the Kensington Repurchase Agreement) or the “Facility Documents” (as defined in the Gloss Loan Agreement), in bankruptcy or in any other instance. (b) Seller shall remain fully obligated under this Agreement 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” (as defined in any Kensington Repurchase Agreement) or the “Facility Documents” (as defined in the Gloss Loan Agreement) may be rescinded by Buyer and any the payment of any such amounts may be continued, and the 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 (including any extension or postponement of the time for payment or performance or renewal or refinancing of any Other Facility Repurchase Obligation), and this NoteAgreement, the Purchase Other Repurchase Agreements, the Repurchase Documents, the “Repurchase Documents” (as defined in the Kensington Repurchase Agreement) or the “Facility Documents” (as defined in the Gloss Loan Agreement) 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 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 or any seller under the “Repurchase Documents” (as defined in the Kensington Repurchase Agreement) or the “Facility Documents” (as defined in the Gloss Loan Agreement) 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 by sellers under the “Repurchase Documents” (as defined in the Kensington Repurchase Agreement) or the “Facility Documents” (as defined in the Gloss Loan Agreement), or any property subject thereto. (c) The Repurchase Obligations and all Other Facility Repurchase Obligations are full recourse obligations to Seller, and Seller hereby forever waives, demises, acquits and discharges any and all defenses, and shall at no time assert or allege any defense, to the contrary. (d) Anything herein or in any other Repurchase Document to the contrary notwithstanding, the maximum liability of Seller hereunder in respect of the liabilities of the sellers under each Other Repurchase Agreement and the other Related Agreements have been irrevocably terminated. [Balance “Repurchase Documents” (as defined in the Kensington Repurchase Agreement) or the “Facility Documents” (as defined in the Gloss Loan Agreement) shall in no event exceed the amount which can be guaranteed by Seller under applicable federal and state laws relating to the insolvency of page intentionally left blank; signature page followsdebtors.]

Joint and Several Obligations. All obligations (a) Each of VOXX and EPXR as co-borrowers under this Note and the Related Agreements (the "Obligations") shall be Borrowers is accepting joint and several obligationsliability hereunder and under the other Loan Documents in consideration of the financial accommodations to be provided by the Lenders under this Credit Agreement, for the mutual benefit, directly and indirectly, of each of the Borrowers and in consideration of the undertakings of each other Borrower shall make to accept joint and several liability for the Obligations. (b) Each of the Borrowers, jointly and severally, hereby 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 upon the maturity and performance of all of the Obligations by acceleration or otherwise, and such obligation and liability on the part of the Borrower shall in no way be affected by any extensions, renewals and forbearance granted by the Holder to the Borrower, failure of Holder to give either EPXR or VOXX any notice, any failure of Holder to pursue to preserve its rights against either EPXR and/or VOXX, the release by Holder of any collateral now or thereafter acquired from either EPXR, VOXX and/or any other subsidiary of EPXR, and such agreement by each of EPXR and VOXX to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Holder to either EPXR, VOXX, or any other subsidiary of EPXR or any collateral for the Obligations or the lack thereof. Each of EPXR and VOXX expressly waives any and all rights of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which each of EPXR and/or VOXX may now or hereafter have against the other or other person or entity directly or contingently liable for the Obligations, or against or with respect to any other's property (including, without limitation, any property which is collateral for the ObligationsObligations arising under this Section 1.3), arising from it being the existence intention of the parties hereto that all of the Obligations shall be the joint and several Obligations of each of the Borrowers without preferences or performance distinction among them. (c) If and to the extent that any of the Borrowers shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation. (d) The Obligations of each of the Borrowers under the provisions of this NoteSection 1.3 constitute full recourse Obligations of each of the Borrowers enforceable against each such Person to the full extent of its properties and assets, irrespective of the Purchase validity, regularity or enforceability of this Credit Agreement or any other Related circumstance whatsoever. (e) Except as otherwise expressly provided in this Credit Agreement, each of the Borrowers hereby waives notice of acceptance of its joint and several liability, notice of any Loans made under this Credit Agreement, notice of any action at any time taken or omitted by the Lenders under or in respect of any of the Obligations, and, generally, to the extent permitted by applicable law, all demands, notices and other formalities of every kind in connection with this Credit Agreement. Each of the Borrowers 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 the Lenders at any time or times in respect of any default by any of the Borrowers in the performance or satisfaction of any term, covenant, condition or provision of this Credit Agreement, any amendment of this Credit Agreement or any other Loan Document, any and all other indulgences whatsoever by the 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 of the Borrowers. Without limiting the generality of the foregoing, each of the Borrowers assents to any other action or delay in acting or failure to act on the part of the Lenders with respect to the failure by any of the Borrowers 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 1.3, afford grounds for terminating, discharging or relieving any of the Borrowers, in whole or in part, from any of its Obligations under this Section 1.3, it being the intention of each of the Borrowers that, so long as any of the Obligations hereunder remain unsatisfied, the Obligations of such Borrowers under this Section 1.3 shall not be discharged except by performance and then only to the extent of such performance. The Obligations of each of the Borrowers under this Section 1.3 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, re-construction or similar proceeding with respect to any of the Borrowers or the Lenders. The joint and several liability of the Borrowers hereunder 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 of the Borrowers or any Lender. (f) The provisions of this Section 1.3 are made for the benefit of the Lenders and their successors and assigns, and may be enforced in good faith by them from time to time against any or all of the Borrowers as often as the occasion therefor may arise and without requirement on the part of any Lender first to marshal any of their claims or to exercise any of their rights against any other Borrower or to exhaust any remedies available to them against any other Borrower or to resort to any other source or means of obtaining payment of any of the Obligations hereunder or to elect any other remedy. The provisions of this Section 1.3 shall remain in effect until all of the Obligations shall have been indefeasibly paid in full and this Noteor otherwise fully satisfied. If at any time, any payment, or any part thereof, made in respect of any of the Obligations, is rescinded or must otherwise be restored or returned by the Lenders upon the insolvency, bankruptcy or reorganization of any of the Borrowers, or otherwise, the Purchase Agreement and the provisions of this Section 1.3 will forthwith be reinstated in effect, as though such payment had not been made. (g) Any notice, request, waiver, consent or other Related Agreements have been irrevocably terminated. [Balance of page intentionally left blank; signature page followsaction made, given or taken to or by any Borrower shall bind all Borrowers.]

Joint and Several Obligations. All obligations Each Seller hereby acknowledges and agrees that (i) each Seller shall be jointly and severally liable to Buyer to the maximum extent permitted by Requirements of VOXX and EPXR as co-borrowers under this Note and Law for all Secured Obligations, (ii) the Related Agreements liability of each Seller with respect to the Secured Obligations (the "Obligations"A) shall be joint absolute and several obligations, and the Borrower shall make payment upon the maturity of the Obligations by acceleration or otherwise, and such obligation and liability on the part of the Borrower shall in no way be affected by any extensions, renewals and forbearance granted by the Holder unconditional to the Borrower, failure of Holder to give either EPXR or VOXX any notice, any failure of Holder to pursue to preserve its rights against either EPXR and/or VOXX, the release by Holder of any collateral now or thereafter acquired from either EPXR, VOXX and/or any other subsidiary of EPXR, and such agreement by each of EPXR and VOXX to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Holder to either EPXR, VOXX, or any other subsidiary of EPXR or any collateral for the Obligations or the lack thereof. Each of EPXR and VOXX expressly waives any and all rights of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which each of EPXR and/or VOXX may now or hereafter have against the other or other person or entity directly or contingently liable for the Obligations, or against or with respect to any other's property (including, without limitation, any property which is collateral for the Obligations), arising from the existence or performance of extent set forth in this Note, the Purchase Agreement or any other Related Agreement, until all Obligations have been indefeasibly paid in full and this Note, the Purchase Agreement and the other Related Agreements Transaction Documents and shall remain in full force and effect (or be reinstated) until all Secured Obligations shall have been irrevocably terminated. [Balance paid, performed and/or satisfied, as applicable, in full, and (B) until such payment, performance and/or satisfaction, as applicable, has occurred, shall not be discharged, affected, modified or impaired on the occurrence from time to time of page intentionally left blank; signature page followsany event, including any of the following, whether or not with notice to or the consent of each Seller, (1) the waiver, compromise, settlement, release, termination or amendment (including any extension or postponement of the time for payment, performance, satisfaction, renewal or refinancing) of any of the Secured Obligations (other than a waiver, compromise, settlement, release or termination in full of the Secured Obligations), (2) the failure to give notice to each Seller of the occurrence of an Event of Default, (3) the release, substitution or exchange by Buyer of any Purchased Loan (whether with or without consideration) or the acceptance by Buyer of any additional collateral or the availability or claimed availability of any other collateral or source of repayment or any non-perfection or other impairment of collateral, (4) the release of any Person primarily or secondarily liable for all or any part of the Secured Obligations, whether by Buyer or in connection with any Bankruptcy Action affecting any Seller or any other Person who, or any of whose property, shall at the time in question be obligated in respect of the Secured Obligations or any part thereof, or (5) to the extent permitted by Requirements of Law, any other event, occurrence, action or circumstance that would, in the absence of this Section 32, result in the release or discharge of any or all Sellers from the performance or observance of any Secured Obligation, (iii) Buyer shall not be required first to initiate any suit or to exhaust its remedies against any Seller or any other Person to become liable, or against any of the Purchased Loans, in order to enforce the Transaction Documents and each Seller expressly agrees that, notwithstanding the occurrence of any of the foregoing, each Seller shall be and remain directly and primarily liable for all sums due under any of the Transaction Documents, (iv) when making any demand hereunder against any Seller, Buyer may, but shall be under no obligation to, make a similar demand on any other Seller, and any failure by Buyer to make any such demand or to collect any payments from any other Seller, or any release of any such other Seller shall not relieve any Seller in a 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 Buyer against Sellers, and (v) on disposition by Buyer of any property encumbered by any Purchased Loans, each Seller shall be and shall remain jointly and severally liable for any deficiency to the extent set forth in this Agreement and the other Transaction Documents.]

Joint and Several Obligations. (a) All obligations and liabilities of VOXX and EPXR as co-borrowers under this Note and the Related Agreements each Company to each Creditor Party (the "“Obligations"”) shall be joint and several obligations, and the Borrower shall make payment upon the maturity of the Obligations by acceleration or otherwiseseveral, and such obligation obligations and liability liabilities on the part of the Borrower Companies shall in no way be affected by any extensions, renewals and forbearance granted by the Holder Creditor Parties to the Borrowerany Company, failure of Holder the Creditor Parties to give either EPXR or VOXX any Company any notice, any failure of Holder the Creditor Parties to pursue to preserve its rights against either EPXR and/or VOXXany Company, the release by Holder the Agent of any collateral now or thereafter acquired from either EPXR, VOXX and/or any other subsidiary of EPXRCompany, and such agreement by each of EPXR and VOXX any Company to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Holder any Creditor Party to either EPXR, VOXX, or any other subsidiary of EPXR Company or any collateral for the such Obligations or the lack thereof. . (b) Each of EPXR and VOXX Company expressly waives any and all rights of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which each of EPXR and/or VOXX such Company may now or hereafter have against the other or other person or entity directly or contingently liable for the Obligations, or against or with respect to any other's ’s property (including, without limitation, any property which is collateral for the Obligations), arising from the existence or performance of this Note, the Purchase Agreement or any other Related Agreement, until all Obligations have been indefeasibly paid in full and this Note, the Purchase Agreement and the other Related Agreements have has been irrevocably terminated. [Balance . (c) Each Company represents and warrants to each Creditor Party that (i) Companies have one or more common shareholders, directors and officers, (ii) the businesses and corporate activities of page intentionally left blank; signature page followsCompanies 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 and (iv) Companies will receive a substantial economic benefit from entering into this Agreement and will receive a substantial economic benefit from all amounts advanced by any Purchaser to each Company in connection with the transactions contemplated hereby, in each case, whether or not such amount is used directly by any Company.]

Joint and Several Obligations. All Each permitted subtenant or assignee shall assume all obligations of VOXX and EPXR as co-borrowers Tenant under this Note Lease with respect to the Premises, or such portion thereof as may be covered by the sublease entered into by such party, and, if the party executing this Lease (“Original Tenant”) is in default under this Lease (beyond applicable notice and cure periods), such permitted subtenant or assignee shall, if Landlord so elects, make direct payment to Landlord of the Related Agreements (Rent in the "Obligations") amount set forth in the sublease or assignment, unless otherwise agreed in writing by the parties thereto, and perform all of the terms, covenants, conditions, and agreements herein contained on Tenant’s part to be performed with respect to the Premises or such subleased space, as the case may be. No Transfer shall be joint valid and several obligationsno transferee shall take possession of the Premises or any part thereof unless, within ten (10) days after the execution of the documentary evidence thereof, Tenant shall deliver to Landlord a duly executed duplicate original of the Transfer instrument that (a) provides that the transferee assumes Tenant’s obligations for the payment of Rent to the extent set forth in the sublease or assignment (or the allocable portion thereof, in the case of a sublease of a portion of the Premises) and for the full and faithful observance and performance of the covenants, terms and conditions contained herein, applicable to the Premises in the event of an assignment or applicable to the subleased space in the event of a sublease, (b) provides that the transferee will, at Landlord’s election, attorn directly to Landlord if Landlord will recognize the sublease or assignment, as the case may be, and not disturb the Borrower shall make payment upon subtenant’s or assignee’s, as the maturity case may be, right to possession of the Obligations by acceleration or otherwisePremises in the event Tenant’s Lease is terminated for any reason on the terms set forth in the instrument of transfer, and (c) contains such obligation and liability other non-financial assurances as is then customarily required by Xxxxxxxx’s lenders, the form for which will be provided to Tenant on request. The failure or refusal of a transferee to execute such an instrument of assumption shall not release or discharge the part of the Borrower shall in no way be affected by any extensions, renewals and forbearance granted by the Holder transferee from its obligations set forth above. Notwithstanding anything contained herein to the Borrowercontrary, failure of Holder to give either EPXR or VOXX any notice, any failure of Holder to pursue to preserve its rights against either EPXR and/or VOXX, the release by Holder of any collateral now or thereafter acquired from either EPXR, VOXX and/or any other subsidiary of EPXR, and such agreement by each of EPXR and VOXX to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Holder to either EPXR, VOXX, or any other subsidiary of EPXR or any collateral for the Obligations or the lack thereof. Each of EPXR and VOXX expressly waives any and all rights of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which each of EPXR and/or VOXX may now or hereafter have against the other or other person or entity directly or contingently Tenant shall remain fully liable for the Obligations, or against or with respect to any other's property (including, without limitation, any property which is collateral for the Obligations), arising from the existence or performance of this Note, all of the Purchase Agreement obligations of Tenant hereunder and no Transfer shall release or discharge Tenant or any other Related Agreement, until all Obligations have been indefeasibly paid in full and guarantor from liability under this Note, the Purchase Agreement and the other Related Agreements have been irrevocably terminated. [Balance of page intentionally left blank; signature page followsLease.]

Joint and Several Obligations. All obligations of VOXX and EPXR as co-borrowers (a) At all times during which there is more than one (1) Seller under this Note and Agreement, the Related Agreements (the "Obligations") liability of each Seller shall be joint and several obligationsand the joint and several obligations of each Seller under the Repurchase Documents (a) (i) shall be absolute and unconditional and shall remain in full force and effect (or be reinstated) until all the Obligations shall have been paid in full and the expiration of any applicable preference or similar period pursuant to any bankruptcy, insolvency, reorganization, moratorium or similar law, or at law or in equity, without any claim having been made before the expiration of such period asserting an interest in all or any part of any payment(s) received by the Purchaser, and (ii) until such payment has been made, shall not be discharged, affected, modified or impaired on the Borrower shall make payment upon the maturity happening from time to time of any event, including, without limitation, any of the Obligations by acceleration following, whether or otherwise, and such obligation and liability on not with notice to or the part consent of the Borrower shall in no way be affected by any extensions, renewals and forbearance granted by the Holder to the Borrower, failure of Holder to give either EPXR or VOXX any notice, any failure of Holder to pursue to preserve its rights against either EPXR and/or VOXXSeller, the release by Holder of any collateral now or thereafter acquired from either EPXR, VOXX and/or any other subsidiary of EPXR, and such agreement by each of EPXR and VOXX to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Holder to either EPXR, VOXX, or any other subsidiary of EPXR or any collateral for the Obligations Guarantor or the lack thereof. Each of EPXR and VOXX expressly waives any and all rights of subrogationPledgor, reimbursement(A) the waiver, indemnitycompromise, exonerationsettlement, contribution release, termination or any other claim which each of EPXR and/or VOXX may now or hereafter have against the other or other person or entity directly or contingently liable for the Obligations, or against or with respect to any other's property amendment (including, without limitation, any property which is collateral extension or postponement of the time for the Obligations), arising from the existence payment or performance or renewal or refinancing) of this Noteany or all of the obligations or agreements of any Seller, the Purchase Guarantor or the Pledgor under the Agreement or any Repurchase Document, (B) the failure to give notice to any Seller, the Guarantor or the Pledgor of the occurrence of an Event of Default under any of the Repurchase Documents, (C) the release, substitution or exchange by the Purchaser of any or all of the Purchased Items (whether with or without consideration) or the acceptance by the Purchaser of any additional collateral or the availability or claimed availability of any other Related Agreementcollateral or source of repayment or any nonperfection or other impairment of collateral, (D) the release of any Person primarily or secondarily liable for all or any part of the Obligations, whether by the Purchaser or in connection with any voluntary or involuntary liquidation, dissolution, receivership, insolvency, bankruptcy, assignment for the benefit of creditors or similar event or proceeding affecting any or all of any Seller, the Guarantor, the Pledgor or any other Person who, or any of whose Property, shall at the time in question be obligated in respect of the Obligations or any part thereof, or (E) to the extent permitted by Applicable Law, any other event, occurrence, action or circumstance that would, in the absence of this Section 13.24, result in the release or discharge of any or all of any Seller from the performance or observance of any obligation, covenant or agreement contained in the Agreement or the Repurchase Documents; (b) each Seller expressly agrees that the Purchaser shall not be required first to initiate any suit or to exhaust its remedies against any Seller, the Guarantor, the Pledgor or any other Person to become liable, or against any of the Purchased Items or the Pledged Collateral, in order to enforce this Agreement or the Repurchase Documents and each Seller, the Guarantor and the Pledgor expressly agree that, notwithstanding the occurrence of any of the foregoing, each Seller shall be and remain directly and primarily liable for all sums due under the Agreement or any of the Repurchase Documents; and, (c) on disposition by the Purchaser of any Property encumbered by any Purchased Items, each Seller shall be and shall remain jointly and severally liable for any deficiency. (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 Section 13.24 shall in no respect limit the obligations and liabilities of any Seller to the Purchaser, 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 Purchaser, the paying Seller shall not be entitled to be subrogated to any of the rights of the Purchaser against any other Seller or any collateral security or guarantee or right of offset held by the Purchaser, 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 Obligations amounts owing to the Purchaser 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 indefeasibly paid in full full, such amount shall be held by the paying Seller in trust for the Purchaser, segregated from other funds of the paying Seller, and this Noteshall, forthwith upon receipt by the Purchase Agreement and paying Seller, be turned over to the other Related Agreements have been irrevocably terminated. [Balance of page intentionally left blank; signature page followsPurchaser in the exact form received by the paying Seller (duly indorsed by the paying Seller to the Purchaser, if required), to be applied against amounts owing to the Purchaser by the Seller under the Repurchase Documents, whether matured or unmatured, in such order as the Purchaser may determine in its discretion.]

Joint and Several Obligations. All obligations of VOXX and EPXR as co-borrowers under this Note and the Related Agreements (the "Obligations") Obligations shall be joint and several obligationsseveral, and the each Borrower shall make payment upon the maturity of the Obligations by acceleration or otherwise, and such obligation and liability on the part of the each Borrower shall in no way be affected by any extensions, renewals and forbearance granted by the Holder Agent, any Lender or the Issuer to the any Borrower, failure of Holder the Agent, any Lender or the Issuer to give either EPXR any Borrower notice of borrowing or VOXX any other notice, any failure of Holder the Agent, any Lender or the Issuer to pursue to or preserve its rights against either EPXR and/or VOXXany Borrower, the release by Holder the Agent, any Lender or the Issuer of any collateral Collateral now or thereafter acquired from either EPXR, VOXX and/or any other subsidiary of EPXRBorrower, and such agreement by each of EPXR and VOXX Borrower to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Holder the Agent, any Lender or the Issuer to either EPXR, VOXX, the other Borrowers or any other subsidiary of EPXR or any collateral Collateral for the such Borrower’s Obligations or the lack thereof. Each Borrower waives all suretyship defenses. Without limiting the generality of EPXR the foregoing, each of the Borrowers hereby acknowledges and VOXX expressly waives agrees that any and all rights actions, inactions or omissions by any one or more, or all, of subrogationthe Borrowers in connection with, reimbursementrelated to or otherwise affecting this Agreement or any of the other Loan Documents are the Obligations of, indemnityand inure to and are binding upon, exonerationeach and all of the Borrowers, contribution jointly and severally. Each covenant, agreement, obligation, representation and warranty of the Borrowers contained herein constitutes the joint and several undertaking of each Borrower. Each Borrower acknowledges that the Obligations of such Borrower undertaken herein might be construed to consist, at least in part, of the guaranty of Obligations of the other Borrowers and, in full recognition of that fact, each Borrower consents and agrees that the Agent and the Lenders may, at any time and from time to time, without notice or demand, whether before or after any actual or purported termination, repudiation or revocation of this Agreement by any Borrower, and without affecting the enforceability or continuing effectiveness hereof as to such Borrower: (a) supplement, restate, modify, amend, increase, decrease, extend, renew or otherwise change the time for payment or the terms of this Agreement or any part thereof, including any increase or decrease of the rate(s) of interest thereon; (b) supplement, restate, modify, amend, increase, decrease or waive, or enter into or give any agreement, approval or consent with respect to, this Agreement or any part thereof, or any of the Loan Documents, or any condition, covenant, default, remedy, right, representation or term thereof or thereunder; (c) accept partial payments; (d) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer or enforce any security or guarantees, and apply any security and direct the order or manner of sale thereof as the Agent, in its sole and absolute discretion may determine; (e) release any Person from any personal liability with respect to this Agreement or any part thereof; (f) settle, release on terms satisfactory to the Agent or by operation of applicable law or otherwise liquidate or enforce any security or guaranty in any manner, consent to the transfer of any security and bid and purchase at any sale; or (g) consent to the merger, change or any other claim which each restructuring or termination of EPXR and/or VOXX may now the corporate or hereafter have against the other or other person or entity directly or contingently liable for the Obligationspartnership existence of any Borrower, or against any other Person, and correspondingly restructure the Obligations evidenced hereby, and any such merger, change, restructuring or termination shall not affect the liability of any Borrower or the continuing effectiveness hereof, or the enforceability hereof with respect to all or any other's property part of the Obligations evidenced hereby. Each Borrower states and acknowledges that: (includingw) pursuant to this Agreement, without limitationthe Borrowers desire to utilize their borrowing potential on a consolidated basis to the same extent possible as if they were merged into a single corporate entity and that this Agreement reflects the establishment of credit facilities which would not otherwise be available to such Borrower if each Borrower were not jointly and severally liable for payment of the Obligations; (x) it has determined that it will benefit specifically and materially from the advances of credit contemplated by this Agreement; (y) it is both a condition precedent to the Obligations of the Agent and the Lenders hereunder and a desire of the Borrowers that each Borrower execute and deliver to the Agent and the Lenders this Agreement; and (z) the Borrowers have requested and bargained for the structure and terms of and security for the advances contemplated by this Agreement. Each Borrower agrees if such Borrower’s joint and several liability hereunder, or if any property Liens securing such joint and several liability, would, but for the application of this Section 14.2, be unenforceable under applicable law, such joint and several liability and each such Lien shall be valid and enforceable to the maximum extent that would not cause such joint and several liability or such Lien to be unenforceable under applicable law, and such joint and several liability and such Lien shall be deemed to have been automatically amended accordingly at all relevant times. To the extent that any Borrower shall, under this Agreement as a joint and several obligor, repay any of the Obligations constituting Loans or Advances made to another Borrower hereunder or other Obligations incurred directly and primarily by any other Borrower (an “Accommodation Payment”), then the Borrower making such Accommodation Payment shall be entitled to contribution and indemnification from, and, be reimbursed by, each of the other Borrowers in an amount, for each of such other Borrowers, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower’s “Allocable Amount” (as defined below) and the denominator of which is collateral 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 (A) 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”), (B) leaving such Borrower with unreasonably small capital or assets, within the meaning of Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code, Section 4 of the UFTA, or (C) leaving such Borrower unable to pay its debts as they become due within the meaning of Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA. All rights and claims of contribution, indemnification and reimbursement under this Section shall be subordinate in right of payment to the prior payment in full of the Obligations), arising from the existence or performance . The provisions of this NoteSection shall, to the Purchase Agreement or extent expressly inconsistent with any other Related Agreementprovision in any Loan Document, until all Obligations have been indefeasibly paid in full and this Note, the Purchase Agreement and the other Related Agreements have been irrevocably terminated. [Balance of page intentionally left blank; signature page followssupersede such inconsistent provision.]

Joint and Several Obligations. All obligations and liabilities of VOXX and EPXR as coeach -90- //ex99-borrowers under this Note and the Related Agreements (the "Obligations") 1_1622_at.cecc Borrower hereunder shall be joint and several obligationsseveral; provided, however, that Mxxxxxx shall be liable only for its borrowings hereunder and the interest, fees and other obligations and liabilities allocable thereto; and provided further that, with respect to each Borrower other than the Parent, in any action or proceeding involving any corporate Law, or any bankruptcy, insolvency, reorganization or other Law affecting the rights of creditors generally (collectively, the "FRAUDULENT TRANSFER LAWS"), if the obligations of such Borrower hereunder would otherwise, in each case after giving effect to all other liabilities of such Borrower, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Borrower in respect of intercompany indebtedness to the Parent, other Affiliates of the Parent or other Obligors to the extent that such indebtedness would be discharged in an amount equal to the amount paid by such Borrower hereunder and after giving effect as assets to the value (as determined under the applicable provisions of Fraudulent Transfer Laws) of any agreement providing for an equitable allocation among such Borrower and other Obligors), be held or determined to be void, invalid or unenforceable or subordinated to the claims of any other creditors, on account of the amount of its liability under this Agreement, then, notwithstanding any other provision hereof to the contrary, the amount of such liability shall, without any further action by such Borrower, any Lender, the Administrative Agent or any other Person, be automatically limited and reduced to the highest amount that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding. Such reduction shall make payment upon not in any way limit or affect the maturity obligations of the remaining Borrowers hereunder. Each Borrower hereby waives any right by which it might be entitled to require suit on an accrued right of action in respect of any of the Obligations by acceleration or otherwise, and such obligation and liability on the part of the require suit against any Borrower shall in no way be affected by any extensions, renewals and forbearance granted by the Holder to the Borrower, failure of Holder to give either EPXR or VOXX any notice, any failure of Holder to pursue to preserve its rights against either EPXR and/or VOXX, the release by Holder of any collateral now or thereafter acquired from either EPXR, VOXX and/or any other subsidiary of EPXR, and such agreement by each of EPXR and VOXX to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Holder to either EPXR, VOXX, or any other subsidiary of EPXR or any collateral for the Obligations or the lack thereof. Each of EPXR and VOXX expressly waives any and all rights of subrogation, reimbursement, indemnity, exoneration, contribution Obligor or any other claim which each Person, whether arising pursuant to Section 34.02 of EPXR and/or VOXX may now or hereafter have against the other or other person or entity directly or contingently liable for Texas Business and Commerce Code, as amended, Section 17.001 of the ObligationsTexas Civil Practice and Remedies Code, as amended, Rule 31 of the Texas Rules of Civil Procedure, as amended, or against or with respect to any other's property (including, without limitation, any property which is collateral for the Obligations), arising from the existence or performance of this Note, the Purchase Agreement or any other Related Agreement, until all Obligations have been indefeasibly paid in full and this Note, the Purchase Agreement and the other Related Agreements have been irrevocably terminated. [Balance of page intentionally left blank; signature page followsotherwise.]

Joint and Several Obligations. All (a) Each Borrower acknowledges and agrees that Lender is entering into this Agreement and providing the Commitment at the request of each Borrower and with the understanding that each Borrower is and shall remain fully liable, jointly and severally, for payment in full of the Loan provided to each Borrower. Each Borrower further agrees that it is receiving or will receive a direct or indirect pecuniary benefit for the Loan made to the Borrowers pursuant to this Agreement or the Loan Documents. (b) Anything in this Agreement or any other Loan Document to the contrary notwithstanding, in no event shall the maximum liability of any Borrower exceed the maximum amount that (after giving effect to the incurrence of the obligations hereunder and to any rights to contribution or other rights of VOXX and EPXR as co-borrowers such Borrower from such other Borrower) would not render the rights to payment of Lender hereunder void, voidable or avoidable under any applicable fraudulent transfer law or conveyance law. (c) In the event that any obligation of any Borrower under this Note Agreement or any Loan Document is deemed to be an agreement by such Borrower to answer for the debt or default of another Borrower or as an accommodation, maker or hypothecation of property as security therefor, each Borrower represents and warrants that (i) no representation has been made to such Borrower as to the Related Agreements (the "Obligations") shall be joint and several obligationscreditworthiness of such other Borrower, and (ii) such Borrower has established adequate means of obtaining from such other Borrower on a continuing basis, financial or other information pertaining to such other Borrower's financial condition. Each Borrower expressly waives, except as expressly required under this Agreement, diligence, demand, presentment, protest and notice of every kind and nature whatsoever, consents to the taking by Lender of any additional security of another Borrower shall make for the Obligations, or the alteration or release in any manner of any security of another Borrower now or hereafter held in connection with the Obligations, and consents that Lender and any other Borrower may deal with each other in connection with such Obligations or otherwise, or alter any contracts now or hereafter existing between them, in any manner whatsoever, including without limitation the renewal, extension, acceleration or changes in time for payment upon of any such obligations or in the maturity terms or conditions of any security held. Lender is hereby expressly given the right, at its option, to proceed in the enforcement of any of the Obligations by acceleration independently of any other remedy or otherwisesecurity they may at any time hold in connection with such obligations secured, and such obligation and liability on the part of the Borrower it shall in no way not be affected by necessary for Lender to proceed upon or against or exhaust any extensions, renewals and forbearance granted by the Holder other security or remedy before proceeding to the Borrower, failure of Holder to give either EPXR or VOXX any notice, any failure of Holder to pursue to preserve enforce its rights against either EPXR and/or VOXX, the release by Holder of such Borrower. (d) Each Borrower further agrees that it will not enforce any collateral now or thereafter acquired from either EPXR, VOXX and/or any other subsidiary of EPXR, and such agreement by each of EPXR and VOXX to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Holder to either EPXR, VOXX, or any other subsidiary of EPXR or any collateral for the Obligations or the lack thereof. Each of EPXR and VOXX expressly waives any and all rights right of subrogation, reimbursement, indemnity, exoneration, contribution contribution, indemnification, setoff or other recourse in respect of sums paid to Lender by any other claim which each of EPXR and/or VOXX may now or hereafter have against the other or other person or entity directly or contingently liable for the Obligations, or against or Borrower with respect to any other's property (including, without limitationliability incurred by it hereunder or under any Loan Document, any property which is collateral for payment made by it to Lender with respect to any of the Obligations), arising from the existence or performance of this Note, the Purchase Agreement Obligations or any other Related Agreement, collateral security therefor until such time as all Obligations have been indefeasibly are paid in full in cash. Any claim that any Borrower may have against any other Borrower with respect to any payments to Lender hereunder or under any other Loan Document are hereby expressly made subordinate and this Notejunior in right of payment, without limitation as to any increases in the Purchase Agreement and Obligations arising hereunder or thereunder, to the prior payment in full in cash of all Obligations and, in the event of any insolvency proceeding relating to any Borrower, its debts or its assets, whether voluntary or involuntary, all such Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other Related Agreements have been irrevocably terminated. [Balance of page intentionally left blank; signature page followsproperty, shall be made to any other Borrower therefor.]

Joint and Several Obligations. All obligations of VOXX and EPXR as co-borrowers under this Note (a) It is understood by the parties hereto, and the Related Obligors hereby acknowledge and affirm, that all of the Obligations of the Obligors hereunder and under the other Operative Agreements (the "Obligations") shall be joint and several obligationsseveral. Except as expressly set forth in Article VIII, each Obligor waives presentation to, demand of payment from and protest to the Lenders of any of the obligations and liabilities of the other Obligors 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 Article VIII, each Obligor waives notice of any default by the Borrower other Obligors hereunder. The obligations and liabilities of each Obligor hereunder shall make payment upon not be affected by (i) the maturity failure of any Lender, the Administrative Agent or the Security Agent to assert any claim or demand or to enforce any right or remedy against the other Obligors or any other Person under this Agreement or any other Operative Agreement; (ii) any extension or renewal of any thereof; (iii) any rescission, waiver, amendment or modification of any of the Obligations terms or provisions of this Agreement or any other Operative Agreement; (iv) the release of any obligation or liability of the other Obligors by acceleration any Lender, the Administrative Agent or otherwisethe Security Agent; (v) the failure of any Lender to exercise any right or remedy against any Obligor; (vi) any change in the ownership of any of the Obligors; or (vii) any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any of the Obligors, any Lender, the Security Agent or the Administrative Agent. (b) If and to the extent that any of the Obligors shall fail to make any payment with respect to any of the obligations hereunder as and when due or to perform any of such obligations in accordance with the teens thereof, then in each such event, the other Obligors will make such payment with respect to, or perform, such obligation. (c) The obligations of each Obligor under the provisions of this Section 10.15 constitute full recourse obligations of such Obligors, enforceable in accordance with the terms of this Agreement. (d) The provisions of this Section 10.15 are made for the benefit of the Lenders, the Administrative Agent, the Security Agent and their successors and assigns, and such obligation may be enforced by the Administrative Agent, the Security Agent and liability the Lenders from time to time against any of the Obligors as often as occasion therefor may arise and without requirement on the part of the Borrower Lenders first to marshal any of their claims or to exercise any of their rights against the other Obligors or to exhaust any remedies available to them against the other Obligors or to resort to any other source or means of obtaining payment of all or any part of the obligations hereunder or to elect any other remedy. The provisions of this Section 10.15 shall remain in no way be affected by effect until all of the 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 extensions, renewals and forbearance granted by the Holder to the Borrower, failure of Holder to give either EPXR or VOXX any noticetime, any failure of Holder to pursue to preserve its rights against either EPXR and/or VOXX, the release by Holder of any collateral now or thereafter acquired from either EPXR, VOXX and/or any other subsidiary of EPXR, and such agreement by each of EPXR and VOXX to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Holder to either EPXR, VOXXpayment, or any other subsidiary part thereof, made in respect of EPXR all or any collateral for part of the Obligations hereunder, is rescinded or must otherwise be restored or returned by any of the lack thereof. Each Lenders upon the insolvency, bankruptcy or reorganization of EPXR and VOXX expressly waives any and all rights of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which each of EPXR and/or VOXX may now or hereafter have against the other or other person or entity directly or contingently liable for the Obligationsa Borrower, or against or with respect to any other's property (includingotherwise, without limitation, any property which is collateral for the Obligations), arising from the existence or performance provisions of this NoteSection 10.15 will forthwith be reinstated in effect, the Purchase as though such payment had not been made. (e) Any action by one Obligor under this Agreement or any of the other Related AgreementOperative Agreements shall conclusively bind all of the other Obligors. (f) To the extent that any Obligor shall make a payment under this Agreement (an “Obligor Payment”) which, until taking into account all Obligations other Obligor Payments then previously or concurrently made by or attributable to any other Obligor, exceeds the amount which would otherwise have been indefeasibly paid by or attributable to such Obligor if each Obligor had paid the aggregate Obligations satisfied by such Obligor Payment in the same proportion that such Obligor’s “Allocable Amount” (as defined below) (as determined immediately prior to such Obligor Payment) bore to the aggregate Allocable Amounts of each of the Obligors as determined immediately prior to the making of such Obligor Payment, then, following indefeasible payment in full in cash of the Obligations and this Notetermination of the Commitments, such Obligor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Obligor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Obligor Payment. As of any date of determination, the Purchase “Allocable Amount” of any Obligor shall be equal to the maximum amount of the claim which could then be recovered from such Obligor under this Agreement without rendering such claim voidable or 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. This Section 10.16(f) is intended only to define the relative rights of the Obligors and nothing set forth in this Section 10.16(f) is intended to or shall impair the obligations of the Obligor, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement. The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Obligor to which such contribution and indemnification is owing. The rights of the indemnifying Obligors against other Obligors under this Section 10.16(f) shall be exercisable upon the full and indefeasible payment of the Obligations and the other Related Agreements have been irrevocably terminated. [Balance termination of page intentionally left blank; signature page followsthe Commitments.]

Joint and Several Obligations. All obligations of VOXX (a) Each Borrower and EPXR any other person who becomes a party to this Agreement as co-borrowers under this Note and the Related Agreements (the "Obligations") shall be joint and several obligationsa Borrower, each Guarantor hereof, and each of their successors and assigns (each a “Loan Guarantor”) hereby agrees that it is jointly and severally liable for, and, as a primary obligor and not merely as surety, absolutely, unconditionally and irrevocably guarantees to Lender, the Borrower shall make prompt payment when due, whether at stated maturity, upon the maturity of the Obligations by acceleration or otherwise, and such obligation and liability on the part at all times thereafter, of the Borrower shall in no way be affected by any extensions, renewals and forbearance granted by the Holder to the Borrower, failure of Holder to give either EPXR or VOXX any notice, any failure of Holder to pursue to preserve its rights against either EPXR and/or VOXX, the release by Holder of any collateral now or thereafter acquired from either EPXR, VOXX and/or any other subsidiary of EPXR, and such agreement by each of EPXR and VOXX to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Holder to either EPXR, VOXX, or any other subsidiary of EPXR or any collateral for the DIP Obligations or the lack thereof. Each of EPXR and VOXX expressly waives any and all rights of subrogationcosts and expenses, reimbursement, indemnity, exoneration, contribution or any other claim which each of EPXR and/or VOXX may now or hereafter have against the other or other person or entity directly or contingently liable for the Obligations, or against or with respect to any other's property (including, without limitation, all court costs and attorneys’ and paralegals’ fees (including allocated costs of in-house counsel and paralegals) and expenses paid or incurred by Lender in endeavoring to collect all or any property which is collateral for part of the DIP Obligations from, or in prosecuting any action against, any Borrower or any other Loan Guarantor (such costs and expenses, together with the outstanding borrowings and advances hereunder, collectively the “Guaranteed Obligations”). Each Loan Guarantor further agrees that the Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, arising from the existence and that it remains bound upon its guarantee notwithstanding any such extension or performance renewal. All terms of this NoteSection 8.14(a) apply to and may be enforced by or on behalf of any domestic or foreign branch or affiliate of Lender that extended any portion of the Guaranteed Obligations. (b) Each and every representation, warranty, covenant or agreement of Borrowers contained herein shall be, and shall be deemed to be, the Purchase joint and several representation, warranty, covenant and agreement of each Borrower and its successors and assigns. In addition, the indebtedness, liabilities and obligations of Borrowers shall be, and shall be deemed to be, the joint and several indebtedness, liabilities and obligations of each Borrower and of all such Borrowers. The value of the consideration received and to be received by each Borrower is reasonably worth at least as much as the liability and obligation of each Borrower hereunder. (c) The provisions of this Agreement and the other Loan Documents are severable, and in any action or proceeding involving any state corporate law, or any state, federal or foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of any Borrower under this Agreement or any other Related Loan Documents would otherwise be held or determined to be avoidable, invalid or unenforceable on account of the amount of such Borrower’s liability under this Agreement or the other Loan Documents, then, notwithstanding any other provision of this Agreement or the other Loan Documents to the contrary, the amount of such liability shall, without any further action by Borrowers or Lender, be automatically limited and reduced to the highest amount that is valid and enforceable as determined in such action or proceeding (such highest amount determined hereunder being the relevant Borrower’s “Maximum Liability”). This Section 8.14(c) with respect to the Maximum Liability of Borrowers is intended solely to preserve the rights of Lender hereunder to the maximum extent not subject to avoidance under applicable law, and no Borrower nor any other person or entity shall have any right or claim under this Section 8.14(c) with respect to the Maximum Liability, except to the extent necessary so that the obligations of Borrowers hereunder shall not be rendered voidable under applicable law. (d) Each Borrower agrees that the Guaranteed Obligations may at any time and from time to time exceed the Maximum Liability of each Borrower, and may exceed the aggregate Maximum Liability of all other Borrowers, without impairing such Borrower or affecting the rights and remedies of Lender hereunder. Nothing in this Section 8.14(d) shall be construed to increase any Borrower’s obligations hereunder beyond its Maximum Liability. (e) In the event any Borrower (a “Paying Borrower”) shall make any payment or payments under this Agreement or shall suffer any loss as a result of any realization upon any collateral granted by it to secure its obligations under this Agreement, until all Obligations have been indefeasibly paid in full and this Noteeach other Borrower (each a “Non-Paying Borrower”) shall contribute to such Paying Borrower an amount equal to such Non-Paying Borrower’s pro rata share of such payment or payments made, or losses suffered, by such Paying Borrower. For the Purchase Agreement and purposes hereof, each Non-Paying Borrower’s pro rata share with respect to any such payment or loss by a Paying Borrower shall be determined as of the other Related Agreements have been irrevocably terminated. [Balance of page intentionally left blank; signature page follows.]date on which such payment or loss was made by reference to the ratio of

Joint and Several Obligations. All obligations of VOXX and EPXR as co-borrowers under this Note and the Related Agreements (the "Obligations") shall be Each Borrower is accepting joint and several obligationsliability hereunder and under the other Loan Documents, the Secured Hedge Agreements and the Secured Treasury Management Agreements in consideration of the financial accommodation to be provided by the Lenders, the L/C Issuers, any Agent, Arranger, the 2020 Incremental Lead Arrangers, the 2021 Incremental Lead Arrangers or Lender or any Affiliate of any of the foregoing and the Hedge Banks under this Agreement, the other Loan Documents, the Secured Hedge Agreements and the Secured Treasury Management Agreements, for the mutual benefit, directly and indirectly, of the other Borrower and in consideration of the undertakings of the other Borrower to accept joint and several liability for such Borrower. Each Borrower jointly and severally hereby 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 Obligations, it being the intention of the parties hereto that all the Obligations shall be the joint and several obligations of each of the Borrowers without preferences or distinction between them. If and to the extent that any Borrower shall fail to make any payment with respect to any Obligation as and when due or to perform any Obligation in accordance with the terms thereof, then in each such event, the other Borrower will make such payment with respect to, or perform, such Obligation. The obligations of each Borrower under the provisions of this Section 11.22 constitute full recourse obligations of such Borrower, enforceable against it to the full extent of its properties and assets, irrespective of the validity, regularity or enforceability of this Agreement or any other circumstances whatsoever. Except as otherwise expressly provided herein, each Borrower hereby waives, to the extent permitted by applicable law, notice of acceptance of its joint and several liability. Except as otherwise expressly provided herein, each Borrower hereby waives, to the extent permitted by law, notice of any Loan made under this Agreement, notice of occurrence of any Default or Event of Default or of any demand for any payment under this Agreement, notice of any action at any time taken or omitted by any Lender under or in respect of any of the Obligations, any requirement of diligence and, generally, all demands, notices and other formalities of every kind in connection with this Agreement. Each Borrower hereby assents to, and waives notice of, to the extent permitted by applicable law, any extension or postponement of the time for the payment of any Obligation, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by any Lender at any time or times in respect of any default by the other Borrower in the performance or satisfaction of any term, covenant, condition or provision of this Agreement, any and all other indulgences whatsoever by any Lender in respect of any of the Obligations, and the Borrower shall make payment upon taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any Obligation or the maturity addition, substitution or release, in whole or in part, of the Obligations by acceleration other Borrower. Without limiting the generality of the foregoing, each Borrower assents to any other action or otherwise, and such obligation and liability delay in acting or failure to act on the part of the Borrower shall in no way be affected by any extensionsLender, renewals and forbearance granted by the Holder to the Borrower, failure of Holder to give either EPXR or VOXX any notice, any failure of Holder to pursue to preserve its rights against either EPXR and/or VOXX, the release by Holder of any collateral now or thereafter acquired from either EPXR, VOXX and/or any other subsidiary of EPXR, and such agreement by each of EPXR and VOXX to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Holder to either EPXR, VOXX, or any other subsidiary of EPXR or any collateral for the Obligations or the lack thereof. Each of EPXR and VOXX expressly waives any and all rights of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which each of EPXR and/or VOXX may now or hereafter have against the other or other person or entity directly or contingently liable for the Obligations, or against or with respect to any other's property (including, without limitation, any property failure strictly or diligently to assert any right or to pursue any remedy or to comply fully with the applicable laws or regulations thereunder which is collateral might, but for the Obligations), arising from the existence or performance provisions of this NoteSection 11.22, afford grounds for terminating, discharging or relieving such Borrower, in whole or in part, from any of its obligations under this Section 11.22, it being the intention of each Borrower that, so long as any Obligation remains unsatisfied, the Purchase Agreement obligations of such Borrower under this Section 11.22 shall not be discharged except by performance or payment and then only to the extent of such performance or payment. The obligations of each Borrower under this Section 11.22 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any Borrower or any Lender. The joint and several liability of the Borrowers hereunder shall continue in full force and effect notwithstanding any absorption, merger, amalgamation or any other Related Agreementchange whatsoever in the name, until all Obligations have been indefeasibly paid in full and membership, constitution or place of formation of any Borrower or any Lender. The provisions of this Note, Section 11.22 are made solely for the Purchase Agreement benefit of the Administrative Agent and the other Related Agreements have Secured Parties and their respective successors and assigns, and may be enforced by any such Person from time to time against any Borrower as often as occasion therefor may arise and without requirement on the part of the Administrative Agent or any other Secured Party first to marshal any of its claims or to exercise any of its rights against the other Borrower or to exhaust any remedies available to it against the other Borrower or to resort to any other source or means of obtaining payment of any Obligation or to elect any other remedy. If at any time, any payment, or any part thereof, made in respect of any Obligation, is rescinded or must otherwise be restored or returned by the Administrative Agent or any other Secured Party upon the insolvency, bankruptcy or reorganization of any Borrower, or otherwise, the provisions of this Section 11.22 will forthwith be reinstated in effect, as though such payment had not been irrevocably terminatedmade. [Balance Notwithstanding any provision to the contrary contained herein or in any other Loan Document, to the extent the joint and several obligations of page intentionally left blank; signature page followsany Borrower shall be adjudicated to be invalid or unenforceable for any reason (including because of any applicable state, provincial 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 permissible under applicable law (whether federal, state or provincial and including, without limitation, Title 11 of the United States Code, as now constituted or hereafter amended, or any other Debtor Relief Laws), after taking into account, among other things, such Borrower’s right of contribution and indemnification from each other Loan Party under applicable law.]

Joint and Several Obligations. All obligations Each of VOXX the Sellers and EPXR as co-borrowers under this Note Buyer hereby acknowledge and agree that the Original Sellers are each jointly and severally liable to Buyer for all of their and the Related Agreements Additional Sellers’ respective representations, warranties and covenants hereunder and under the Repurchase Agreement. The Original Sellers hereby unconditionally and irrevocably guarantee to the Buyer the prompt and complete payment and performance by the Additional Sellers when due (whether at the "Obligations") shall be joint and several obligationsstated maturity, and the Borrower shall make payment upon the maturity of the Obligations by acceleration or otherwise, and such obligation and liability on the part ) of the Borrower shall in no way be affected by any extensions, renewals and forbearance granted by the Holder to the Borrower, failure of Holder to give either EPXR or VOXX any notice, any failure of Holder to pursue to preserve its rights against either EPXR and/or VOXX, the release by Holder of any collateral now or thereafter acquired from either EPXR, VOXX and/or any other subsidiary of EPXR, and such agreement by each of EPXR and VOXX to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Holder to either EPXR, VOXX, or any other subsidiary of EPXR or any collateral for the their Obligations or the lack thereofhereunder. Each of EPXR and VOXX expressly Original Seller waives any and all notice of the creation, renewal, extension or accrual of any of the Additional Sellers’ Obligations hereunder and notice of or proof of reliance by the Buyer upon this guaranty or acceptance of this guaranty; the Additional Sellers’ Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived in reliance upon this guaranty; and all dealings between the Original Sellers or the Additional Sellers, on the one hand, and the Buyer, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this guaranty. Each Original Seller waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Additional Sellers or this guaranty with respect to the Additional Sellers’ Obligations. This guaranty shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (i) the validity or enforceability of the Repurchase Agreement, the other Program Agreements, any of the Additional Sellers’ Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Buyer, (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 the Additional Sellers against the Buyer, or (iii) any other circumstance whatsoever (with or without notice to or knowledge of the Additional Sellers or the Original Sellers) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Additional Sellers for their Obligations, or of the Original Sellers under this guaranty, in bankruptcy or in any other instance. When pursuing its rights of subrogationand remedies hereunder against the Original Sellers, reimbursementthe Buyer may, indemnitybut shall be under no obligation, exoneration, contribution to pursue such rights and remedies that they may have against the Additional Sellers or any other claim which each Person or against any collateral security or guarantee for the Additional Sellers’ Obligations or any right of EPXR and/or VOXX may now offset with respect thereto, and any failure by the Buyer to pursue such other rights or hereafter have remedies or to collect any payments from Additional Sellers 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 Original Sellers or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Original Sellers 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 the Buyer against the other or other person or entity directly or contingently liable for Original Sellers. This guaranty shall remain in full force and effect and be binding in accordance with and to the Obligationsextent of its terms upon the Original Sellers and their successors and assigns thereof, or against or with respect and shall inure to any other's property (includingthe benefit of the Buyer, without limitationand successors, any property which is collateral for the Obligations)indorsees, arising from the existence or performance of this Note, the Purchase Agreement or any other Related Agreementtransferees and assigns, until all of each Additional Seller’s Obligations and the obligations of each Original Seller under this guaranty and the Repurchase Agreement shall have been indefeasibly paid satisfied by payment in full and this Notefull, notwithstanding that from time to time during the Purchase term of the Repurchase Agreement and the other Related Agreements have been irrevocably terminated. [Balance of page intentionally left blank; signature page followsAdditional Sellers may be free from any Obligations.]

Joint and Several Obligations. All obligations Each Seller hereby acknowledges and agrees that (i) each Seller shall be jointly and severally liable to Buyer to the maximum extent permitted by Requirements of VOXX and EPXR as co-borrowers under this Note and Law for all Repurchase Obligations, (ii) the Related Agreements liability of each Seller with respect to the Repurchase Obligations (the "Obligations"A) shall be joint absolute and several obligations, and the Borrower shall make payment upon the maturity of the Obligations by acceleration or otherwise, and such obligation and liability on the part of the Borrower shall in no way be affected by any extensions, renewals and forbearance granted by the Holder unconditional to the Borrower, failure of Holder to give either EPXR or VOXX any notice, any failure of Holder to pursue to preserve its rights against either EPXR and/or VOXX, the release by Holder of any collateral now or thereafter acquired from either EPXR, VOXX and/or any other subsidiary of EPXR, and such agreement by each of EPXR and VOXX to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Holder to either EPXR, VOXX, or any other subsidiary of EPXR or any collateral for the Obligations or the lack thereof. Each of EPXR and VOXX expressly waives any and all rights of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which each of EPXR and/or VOXX may now or hereafter have against the other or other person or entity directly or contingently liable for the Obligations, or against or with respect to any other's property (including, without limitation, any property which is collateral for the Obligations), arising from the existence or performance of extent set forth in this Note, the Purchase Agreement or any other Related Agreement, until all Obligations have been indefeasibly paid in full and this Note, the Purchase Agreement and the other Related Agreements Transaction Documents and shall remain in full force and effect (or be reinstated) until all Repurchase Obligations shall have been irrevocably terminatedpaid, performed and/or satisfied, as applicable, in full, and (B) until such payment, performance and/or satisfaction, as applicable, has occurred, shall not be discharged, affected, modified or impaired on the occurrence from time to time of any event, including any of the following, whether or not with notice to or the consent of each Seller, (1) the waiver, compromise, settlement, release, termination or amendment (including any extension or postponement of the time for payment, performance, satisfaction, renewal or refinancing) of any of the Repurchase Obligations (other than a waiver, compromise, settlement, release or termination in full of the Repurchase Obligations), (2) the failure to give notice to each Seller of the occurrence of an Event of Default, (3) the release, substitution or exchange by Buyer of any Purchased Asset (whether with or without consideration) or the acceptance by Buyer of any additional collateral or the availability or claimed availability of any other collateral or source of repayment or any non-perfection or other impairment of collateral, (4) the release of any Person primarily or secondarily liable for all or any part of the Repurchase Obligations, whether by Buyer or in connection with any Act of Insolvency affecting any Seller or any other Person who, or any of whose property, shall at the time in question be obligated in respect of the Repurchase Obligations or any part thereof, or (5) to the extent permitted by Requirements of Law, any other event, occurrence, action or circumstance that would, in the absence of this Article 29, result in the release or discharge of any or all Sellers from the performance or observance of any Repurchase Obligation, (iii) Buyer shall not be required first to initiate any suit or to exhaust its remedies against any Seller or any other Person to become liable, or against any of the Purchased Assets, in order to enforce the Transaction Documents and each Seller expressly agrees that, notwithstanding the occurrence of any of the foregoing, each Seller shall be and remain directly and primarily liable for all sums due under any of the Transaction Documents, (iv) when making any demand hereunder against any Seller, Buyer may, but shall be under no obligation to, make a similar demand on any other Seller, and any failure by Buyer to make any such demand or to collect any payments from any other Seller, or any 4866-0343-1908v.212 release of any such other Seller shall not relieve any Seller in a 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 Buyer against Sellers, and (v) on disposition by Buyer of any property encumbered by any Purchased Assets, each Seller shall be and shall remain jointly and severally liable for any deficiency to the extent set forth in this Agreement and the other Transaction Documents. [Balance of page intentionally left blank; signature page follows.]4866-0343-1908v.212

Joint and Several Obligations. All Each permitted subtenant or assignee shall assume all obligations of VOXX and EPXR as co-borrowers Tenant under this Note and the Related Agreements (the "Obligations") shall be joint and several obligations, and the Borrower shall make payment upon the maturity of the Obligations by acceleration or otherwise, and such obligation and liability on the part of the Borrower shall in no way be affected by any extensions, renewals and forbearance granted by the Holder to the Borrower, failure of Holder to give either EPXR or VOXX any notice, any failure of Holder to pursue to preserve its rights against either EPXR and/or VOXX, the release by Holder of any collateral now or thereafter acquired from either EPXR, VOXX and/or any other subsidiary of EPXR, and such agreement by each of EPXR and VOXX to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Holder to either EPXR, VOXX, or any other subsidiary of EPXR or any collateral for the Obligations or the lack thereof. Each of EPXR and VOXX expressly waives any and all rights of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which each of EPXR and/or VOXX may now or hereafter have against the other or other person or entity directly or contingently liable for the Obligations, or against or Lease with respect to any other's property (includingthe Premises, without limitationor such portion thereof as may be covered by the sublease, any property which is collateral and shall be and remain jointly and severally liable with Tenant for the Obligations), arising from payment of Minimum Monthly Rent and additional rent and the existence or performance of all of the terms, covenants, conditions, and agreements herein contained on Tenant's part to be performed with respect to such space; provided, however, that without limiting the obligations of Tenant under this NoteLease, such subtenant shall be liable to Landlord for rent only in the Purchase Agreement amount set forth in the sublease, unless otherwise agreed in writing by the parties thereto. No Transfer shall be valid and no transferee shall take possession of the Premises or any other Related Agreementpart thereof unless, until all Obligations have been indefeasibly paid within ten (10) days after the execution of the documentary evidence thereof, Tenant shall deliver to Landlord a duly executed duplicate original of the Transfer instrument in a form satisfactory to Landlord that (i) provides that the transferee assumes Tenant's obligations for the payment of rent and for the full and this Notefaithful observance and performance of the covenants, terms and conditions contained herein, applicable to the Purchase Agreement Premises in the event of an assignment or applicable to the subleased space in the event of a sublease, (ii) provides that the transferee will, at Landlord's election, attorn directly to Landlord in the event Tenant's Lease is terminated for any reason on the terms set forth in the instrument of transfer, and (iii) contains such other assurances as Landlord reasonably deems necessary. The failure or refusal of a transferee to execute such an instrument of assumption shall not release or discharge the other Related Agreements have been irrevocably terminated. [Balance of page intentionally left blank; signature page followsassignee from its obligations set forth above.]

Joint and Several Obligations. (a) All obligations of VOXX and EPXR as co-borrowers under this Note and the Related Agreements (the "Obligations") Obligations shall be joint and several obligationsseveral, and the each Borrower shall make payment upon the maturity of the Obligations by acceleration or otherwise, and such obligation and liability on the part of the each Borrower shall in no way be affected by any extensions, renewals and forbearance granted by the Holder Agent, any Lender or the Issuer to the any Borrower, failure of Holder the Agent, any Lender or the Issuer to give either EPXR any Borrower notice of borrowing or VOXX any other notice, any failure of Holder the Agent, any Lender or the Issuer to pursue to or preserve its rights against either EPXR and/or VOXXany Borrower, the release by Holder the Agent, any Lender or the Issuer of any collateral Collateral now or thereafter acquired from either EPXR, VOXX and/or any other subsidiary of EPXRBorrower, and such agreement by each of EPXR and VOXX Borrower to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Holder the Agent, any Lender or the Issuer to either EPXR, VOXX, the other Borrowers or any other subsidiary of EPXR or any collateral Collateral for the such Borrower’s Obligations or the lack thereof. Each Borrower waives all suretyship defenses. Without limiting the generality of EPXR the foregoing, each of the Borrowers hereby acknowledges and VOXX expressly waives agrees that any and all rights actions, inactions or omissions by any one or more, or all, of subrogationthe Borrowers in connection with, reimbursementrelated to or otherwise affecting this Agreement or any of the other Loan Documents are the Obligations of, indemnityand inure to and are binding upon, exonerationeach and all of the Borrowers, contribution jointly and severally. Each covenant, agreement, obligation, representation and warranty of the Borrowers contained herein constitutes the joint and several undertaking of each Borrower. (b) Each Borrower acknowledges that the Obligations of such Borrower undertaken herein might be construed to consist, at least in part, of the guaranty of Obligations of the other Borrowers and, in full recognition of that fact, each Borrower consents and agrees that the Agent and the Lenders may, at any time and from time to time, without notice or demand, whether before or after any actual or purported termination, repudiation or revocation of this Agreement by any Borrower, and without affecting the enforceability or continuing effectiveness hereof as to such Borrower: (i) supplement, restate, modify, amend, increase, decrease, extend, renew or otherwise change the time for payment or the terms of this Agreement or any part thereof, including any increase or decrease of the rate(s) of interest thereon; (ii) supplement, restate, modify, amend, increase, decrease or waive, or enter into or give any agreement, approval or consent with respect to, this Agreement or any part thereof, or any of the Loan Documents, or any condition, covenant, default, remedy, right, representation or term thereof or thereunder; (iii) accept partial payments; (iv) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer or enforce any security or guarantees, and apply any security and direct the order or manner of sale thereof as the Agent, in its sole and absolute discretion may determine; (v) release any Person from any personal liability with respect to this Agreement or any part thereof; (vi) settle, release on terms satisfactory to the Agent or by operation of applicable law or otherwise liquidate or enforce any security or guaranty in any manner, consent to the transfer of any security and bid and purchase at any sale; or (vii) consent to the merger, change or any other claim which each restructuring or termination of EPXR and/or VOXX may now the corporate or hereafter have against the other or other person or entity directly or contingently liable for the Obligationspartnership existence of any Borrower, or against any other Person, and correspondingly restructure the Obligations evidenced hereby, and any such merger, change, restructuring or termination shall not affect the liability of any Borrower or the continuing effectiveness hereof, or the enforceability hereof with respect to all or any other's property part of the Obligations evidenced hereby. (includingc) Each Borrower states and acknowledges that: (w) pursuant to this Agreement, without limitationthe Borrowers desire to utilize their borrowing potential on a Consolidated basis to the same extent possible as if they were merged into a single corporate entity and that this Agreement reflects the establishment of credit facilities which would not otherwise be available to such Borrower if each Borrower were not jointly and severally liable for payment of the Obligations; (x) it has determined that it will benefit specifically and materially from the advances of credit contemplated by this Agreement; (y) it is both a condition precedent to the Obligations of the Agent and the Lenders hereunder and a desire of the Borrowers that each Borrower execute and deliver to the Agent and the Lenders this Agreement; and (z) the Borrowers have requested and bargained for the structure and terms of and security for the advances contemplated by this Agreement. Each Borrower agrees if such Xxxxxxxx’s joint and several liability hereunder, or if any property Liens securing such joint and several liability, would, but for the application of this Section 14.2, be unenforceable under applicable law, such joint and several liability and each such Lien shall be valid and enforceable to the maximum extent that would not cause such joint and several liability or such Lien to be unenforceable under applicable law, and such joint and several liability and such Lien shall be deemed to have been automatically amended accordingly at all relevant times. (d) To the extent that any Borrower shall, under this Agreement as a joint and several obligor, repay any of the Obligations constituting Loans or Advances made to another Borrower hereunder or other Obligations incurred directly and primarily by any other Borrower (an “Accommodation Payment”), then the Borrower making such Accommodation Payment shall be entitled to contribution and indemnification from, and, be reimbursed by, each of the other Borrowers in an amount, for each of such other Borrowers, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower’s “Allocable Amount” (as defined below) and the denominator of which is collateral 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 (A) 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”), (B) leaving such Borrower with unreasonably small capital or assets, within the meaning of Section 548 of the United States Bankruptcy Code, Section 4 of the UFTA, or (C) leaving such Borrower unable to pay its debts as they become due within the meaning of Section 548 of the United States Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA. All rights and claims of contribution, indemnification and reimbursement under this Section shall be subordinate in right of payment to the prior payment in full of the Obligations), arising from the existence or performance . The provisions of this NoteSection shall, to the Purchase Agreement or extent expressly inconsistent with any other Related Agreementprovision in any Loan Document, until all Obligations have been indefeasibly paid in full and this Note, the Purchase Agreement and the other Related Agreements have been irrevocably terminated. [Balance of page intentionally left blank; signature page followssupersede such inconsistent provision.]

Joint and Several Obligations. All (a) Each Borrower states and acknowledges that: (i) pursuant to this Agreement, Borrowers desire to use their borrowing potential on a consolidated basis to the same extent possible if they were merged into a single corporate entity and that this Agreement reflects the establishment of credit facilities which would not otherwise be available to such Borrower if each Borrower were not jointly and severally liable for payment of all of the Obligations; (ii) it has determined that it will benefit specifically and materially from the advances of credit contemplated by this Agreement; (iii) it is both a condition precedent to the obligations of VOXX Lender hereunder and EPXR as co-borrowers under a desire of the Borrowers that each Borrower execute and deliver to Lender this Note Agreement; and (iv) Borrowers have requested and bargained for the Related Agreements structure and terms of and security for the advances contemplated by this Agreement. (b) Each Borrower hereby irrevocably and unconditionally: (i) agrees that it is jointly and severally liable to Lender for the "Obligations") shall be joint full and several obligations, and the Borrower shall make prompt payment upon the maturity of the Obligations by acceleration or otherwise, and such obligation and liability on the part of the Borrower shall in no way be affected by any extensions, renewals and forbearance granted by the Holder to the Borrower, failure of Holder to give either EPXR or VOXX any notice, any failure of Holder to pursue to preserve its rights against either EPXR and/or VOXX, the release by Holder of any collateral now or thereafter acquired from either EPXR, VOXX and/or any other subsidiary of EPXR, and such agreement performance by each Borrower of EPXR its obligations hereunder in accordance with the terms hereof; (ii) agrees to fully and VOXX to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Holder to either EPXR, VOXX, or any other subsidiary promptly perform all of EPXR or any collateral for the Obligations or the lack thereof. Each of EPXR and VOXX expressly waives any and all rights of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which each of EPXR and/or VOXX may now or hereafter have against the other or other person or entity directly or contingently liable for the Obligations, or against or its obligations hereunder with respect to each advance of credit hereunder as if such advance had been made directly to it; and (iii) agrees as a primary obligation to indemnify Lender on demand for and against any other's property loss incurred by Lender as a result of any of the obligations of any one or more of the Borrowers being or becoming void, voidable, unenforceable or ineffective for any reason whatsoever, whether or not known to Lender or any Person, the amount of such loss being the amount which Lender would otherwise have been entitled to recover from any one or more of the Borrowers. (c) It is the intent of each Borrower that the Obligations hereunder of no one of them be subject to challenge on any basis, including, without limitation, pursuant to any applicable fraudulent conveyance or fraudulent transfer laws. Accordingly, as of the date hereof, the liability of each Borrower under this section, together with all of its other liabilities to all Persons as of the date hereof and as of any other date on which a transfer or conveyance is deemed to occur by virtue of this Agreement, calculated in amount sufficient to pay its probable net liabilities on its existing indebtedness as the same become absolute and matured ("DATED LIABILITIES") is, and is to be, less than the amount of the aggregate of a fair valuation of its property as of such corresponding date ("DATED ASSETS"). To this end, each Borrower under this section, (i) grants to and recognizes in each other Borrower, ratably, rights of subrogation and contribution in the amount, if any, by which is collateral the Dated Assets of such Borrower, but for the Obligations)aggregate of subrogation and contribution in its favor recognized herein, arising would exceed the Dated Liabilities of such Borrower or, as the case may be, (ii) acknowledges receipt of and recognizes its right to subrogation and contribution ratably from each of the existence or performance other Borrowers in the amount, if any, by which the Dated Liabilities of such Borrower, but for the aggregate of subrogation and contribution in its favor recognized herein, would exceed the Dated Assets of such Borrower under this section. In recognizing the value of the Dated Assets and the Dated Liabilities, it is understood that Borrowers will recognize, to at least the same extent of their aggregate recognition of liabilities hereunder, their rights to subrogation and contribution hereunder. It is a material objective of this Notesection that each Borrower recognizes rights to subrogation and contribution rather than be deemed to be insolvent (or in contemplation thereof) by reason of an arbitrary interpretation of its joint and several obligations hereunder. In addition to and not in limitation of the foregoing provisions of this section, the Purchase Agreement or any other Related AgreementBorrowers and Lender hereby agree and acknowledge that it is the intent of each Borrower and of Lender that the obligations of each Borrower hereunder be in all respects in compliance with, until all Obligations have been indefeasibly paid in full and this Notenot be voidable pursuant to, the Purchase Agreement applicable fraudulent conveyance and the other Related Agreements have been irrevocably terminated. [Balance of page intentionally left blank; signature page followsfraudulent transfer laws.]

Joint and Several Obligations. All obligations (a) Seller hereby acknowledges and agrees that (i) Seller shall be jointly and severally liable with the sellers under the Other Repurchase Agreement to Buyer to the maximum extent permitted by Requirements of VOXX Law for all Repurchase Obligations and EPXR as co-borrowers under this Note and Other Facility Repurchase Obligations, (ii) the Related Agreements liability of Seller (the "Obligations"A) shall be joint absolute and several obligationsunconditional and shall remain in full force and effect (or be reinstated) until all Repurchase Obligations and Other Facility Repurchase Obligations shall have been paid in full and the expiration of any applicable preference or similar period pursuant to any Insolvency Law, or at law or in equity, without any claim having been made before the expiration of such period asserting an interest in all or any part of any payment(s) received by Buyer, and (B) until such payment has been made, shall not be discharged, affected, modified or impaired on the Borrower shall make payment upon the maturity occurrence from time to time of any event, including any of the following, whether or not with notice to or the consent of Seller, (1) the waiver, compromise, settlement, release, modification, supplementation, termination or amendment (including any extension or postponement of the time for payment or performance or renewal or refinancing) of any of the Repurchase Obligations, Repurchase Documents, Other Facility Repurchase Obligations or “Repurchase Documents” (as defined in the Other Repurchase Agreement), (2) the failure to give notice to Seller of the occurrence of an Event of Default, (3) the release, substitution or exchange by acceleration Buyer of any Purchased Asset or otherwise“Purchased Asset” (as defined in the Other Repurchase Agreement) (whether with or without consideration) or the acceptance by Buyer of any additional collateral or the availability or claimed availability of any other collateral or source of repayment or any nonperfection or other impairment of collateral, and such obligation and liability on (4) the release of any Person primarily or secondarily liable for all or any part of the Borrower shall Repurchase Obligations or the Other Facility Repurchase Obligations, whether by Buyer or in no way be affected by connection with any extensions, renewals and forbearance granted by the Holder to the Borrower, failure of Holder to give either EPXR or VOXX any noticeInsolvency Proceeding affecting Seller, any failure of Holder to pursue to preserve its rights against either EPXR and/or VOXX, seller under the release by Holder of any collateral now or thereafter acquired from either EPXR, VOXX and/or any other subsidiary of EPXR, and such agreement by each of EPXR and VOXX to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Holder to either EPXR, VOXXOther Repurchase Agreement, or any other subsidiary of EPXR Person who, or any collateral for of whose property, shall at the time in question be obligated in respect of the Repurchase Obligations, the Other Facility Repurchase Obligations or any part thereof, (5) the lack thereof. Each sale, exchange, waiver, surrender or release of EPXR any Purchased Asset, “Purchased Asset” (as defined in the Other Repurchase Agreement), guarantee or other collateral by Buyer, (6) the failure of Buyer to protect, secure, perfect or insure any Lien at any time held by Buyer as security for amounts owed by Seller or any seller under the Other Repurchase Agreement, or (7) to the extent permitted by Requirements of Law, any other event, occurrence, action or circumstance that would, in the absence of this Section 18.27, result in the release or discharge Seller from the performance or observance of any Repurchase Obligation or any seller from the performance or observance of any Other Facility Repurchase Obligation, (iii) Buyer shall not be required first to initiate any suit or to exhaust its remedies against Seller, any seller under the Other Repurchase Agreement or any other Person to become liable, or against any of the Purchased Assets or “Purchased Assets” (as defined in the Other Repurchase Agreement), in order to enforce the Repurchase Documents and VOXX the “Repurchase Documents” (as defined in the Other Repurchase Agreement) and Seller expressly agrees that, notwithstanding the occurrence of any of the foregoing, Seller shall be and remain directly and primarily liable for all sums due under any of the Repurchase Documents and the “Repurchase Documents” (as defined in the Other Repurchase Agreement), (iv) when making any demand hereunder against Seller or any of the Purchased Assets, Buyer may, but shall be under no obligation to, make a similar demand on any seller under the Other Repurchase Agreement, or otherwise pursue such rights and remedies as it may have against any seller under the Other Repurchase Agreement 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 make any such demand, file suit or otherwise pursue such other rights or remedies or to collect any payments from any such other 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 any such other seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve Seller if a demand or collection is not made and shall not release Seller of its 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 (as used herein, the term “demand” shall include the commencement and continuation of legal proceedings), (v) on disposition by Buyer of any property encumbered by any Purchased Assets or “Purchased Assets” (as defined in the Other Repurchase Agreement), Seller shall be and shall remain jointly and severally liable for any deficiency, (vi) Seller waives (A) any and all rights notice of subrogationthe creation, reimbursementrenewal, indemnity, exoneration, contribution extension or accrual of any amounts at any time owing to Buyer by any other claim which each seller under the “Repurchase Documents” (as defined in the Other Repurchase Agreement) and notice of EPXR and/or VOXX may now or hereafter proof of reliance by Buyer upon Seller or acceptance of the obligations of Seller under this Section 18.27, and all such amounts, and any of them, shall conclusively be deemed to have against been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the obligations of Seller under this Agreement, and all dealings between Seller, on the one hand, and Buyer, on the other hand, likewise shall be conclusively presumed to have been had or other person consummated in reliance upon the obligations of Seller under this Agreement and the Other Repurchase Agreement, and (B) diligence, presentment, protest, demand for payment and notice of default or entity directly nonpayment to or contingently liable for the Obligations, or against or upon Seller with respect to any other's property (including, without limitation, amounts at any property which is collateral for time owing to Buyer by Seller under the Obligations), arising from the existence or performance of this Note, the Purchase Agreement Repurchase Documents or any other Related seller under the “Repurchase Documents” (as defined in the Other Repurchase Agreement), and (vii) Seller shall continue to be liable under this Section 18.27 without regard to (A) the validity, regularity or enforceability of any other provision of this Agreement, until all Obligations have been indefeasibly paid the Other Repurchase Agreement, any other Repurchase Document or any other “Repurchase Document” (as defined in full the Other Repurchase Agreement), any amounts at any time owing to Buyer by Seller under the Repurchase Documents or any seller under the “Repurchase Documents” (as defined in the Other Repurchase Agreement), 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 (iii) 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 any seller under the “Repurchase Documents” (as defined in the Other Repurchase Agreement), in bankruptcy or in any other instance. (b) Seller shall remain fully obligated under this Agreement 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” (as defined in the Other Repurchase Agreement) may be rescinded by Buyer and any the payment of any such amounts may be continued, and the 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 (including any extension or postponement of the time for payment or performance or renewal or refinancing of any Other Facility Repurchase Obligation), and this NoteAgreement, the Purchase Other Repurchase Agreement, the Repurchase Documents, the “Repurchase Documents” (as defined in the Other Repurchase Agreement) 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 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 or any seller under the “Repurchase Documents” (as defined in the Other Repurchase Agreement) 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 by sellers under the “Repurchase Documents” (as defined in the Other Repurchase Agreement), or any property subject thereto. (c) The Repurchase Obligations and the Other Facility Repurchase Obligations are full recourse obligations to Seller, and Seller hereby forever waives, demises, acquits and discharges any and all defenses, and shall at no time assert or allege any defense, to the contrary. (d) Anything herein or in any other Repurchase Document to the contrary notwithstanding, the maximum liability of Seller hereunder in respect of the liabilities of the sellers under the Other Repurchase Agreement and the other Related Agreements have been irrevocably terminated. [Balance “Repurchase Documents” (as defined in the Other Repurchase Agreement) shall in no event exceed the amount which can be guaranteed by Seller under applicable federal and state laws relating to the insolvency of page intentionally left blank; signature page followsdebtors.]

Joint and Several Obligations. All obligations of VOXX Each Borrower acknowledges that it is jointly and EPXR as co-borrowers under this Note and the Related Agreements (the "Obligations") shall be joint and several obligations, and the Borrower shall make payment upon the maturity severally liable for all of the Obligations and as a result hereby unconditionally guaranties the full and prompt payment when due, whether at maturity or earlier, by reason of acceleration or otherwise, and at all times thereafter, of all Obligations of every kind and nature of each other Borrower to Agent and Lenders and, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, joint or several, now or hereafter existing, or due or to become due, and howsoever owned, held or acquired by Agent or any Lender. Each Borrower agrees that if this guaranty, or any Liens securing this guaranty, would, but for the application of this sentence, be unenforceable under applicable law, this guaranty and each such obligation Lien shall be valid and liability enforceable to the maximum extent that would not cause this guaranty or such Lien to be unenforceable under applicable law, and this guaranty shall automatically be deemed to have been amended accordingly at all relevant times. Each Borrower hereby agrees that its obligations under this guaranty shall be unconditional, irrespective of (a) the validity or enforceability of the obligations or any part thereof, or of any promissory note or other document evidencing all or any part of the Obligations, (b) the absence of any attempt to collect the obligations from any other Borrower or any Guarantor or other action to enforce the same, (c) the waiver or consent by Agent or any Lender with respect to any provision of any agreement, instrument or document evidencing or securing all or any part of the Obligations, or any other agreement, instrument or document now or hereafter executed by any other Borrower and delivered to Agent or any Lender (other than a waiver, forgiveness or consent by Agent and Lenders that reduces the amount of any of the Obligations), (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 to, any security or Collateral for the Obligations, for its benefit, (e) Agent's or any Lender's election, in any proceeding instituted under the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of the application of Section 1111(b)(2) of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (f) any borrowing or grant of a security interest by any Borrower as debtor-in-possession, under Section 364 of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (g) the disallowance, under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of all or any portion of Agent's or any Lender's claim(s) for repayment of the obligations or (h) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a borrower or a guarantor. Each Borrower hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of receivership or bankruptcy of any other Borrower, protest or notice with respect to the Obligations owed by any other Borrower and all demands whatsoever with respect thereto, and covenants that this guaranty will be discharged, except by complete and irrevocable payment and performance of the Obligations. No notice to any Borrower or any other party shall be required for Agent or any Lender to make demand hereunder. Such demand shall constitute a mature and liquidated claim against the applicable Borrower. During the existence of any Default, Agent and Lenders may, at their election, proceed directly and at once, without notice, against all or any of the Borrowers 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 any security or collateral for the Obligations. Each Borrower hereby waives notice of acceptance of its joint and several liability, notice of any and all Loans made under this Agreement, notice of occurrence of any Event of Default, or of any demand for any payment of any Obligations owed by any other Borrower under this Agreement, notice of any action at any time taken or omitted by Agent or any Lender under or in respect of any of the Obligations, any requirement of diligence and, generally, all formalities of every kind in connection with Agreement. Each Borrower hereby assents to, and waives notice of, any extension or postponement of the time for the payment of any of the obligations hereunder, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by Agent or any 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 Agent or any Lender in respect of any of the Obligations hereunder, and the taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any of such 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 the Borrower shall in no way be affected by any extensions, renewals and forbearance granted by the Holder to the Borrower, failure of Holder to give either EPXR or VOXX any notice, any failure of Holder to pursue to preserve its rights against either EPXR and/or VOXX, the release by Holder of any collateral now or thereafter acquired from either EPXR, VOXX and/or any other subsidiary of EPXR, and such agreement by each of EPXR and VOXX to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Holder to either EPXR, VOXX, Agent or any other subsidiary of EPXR or any collateral for the Obligations or the lack thereof. Each of EPXR and VOXX expressly waives any and all rights of subrogationLender, reimbursement, indemnity, exoneration, contribution or any other claim which each of EPXR and/or VOXX may now or hereafter have against the other or other person or entity directly or contingently liable for the Obligations, or against or with respect to any other's property (including, without limitation, any property failure strictly or diligently to assert any right or to pursue any remedy or to comply fully with applicable laws or regulations thereunder which is collateral might, but for the provisions of this Section 2.13, afford grounds for terminating, discharging or releasing such Borrower, in whole or in part, from any of its obligations under this Section 2.13, it being the intention of each Borrower that, so long as any of the Obligations hereunder remain unsatisfied, the obligations of such Borrower under this Section 2.13 shall not be discharged except by performance and then only to the extent of such performance. Each Borrower hereby waives all suretyship and similar defenses to its absolute and unconditional liability on the Obligations. The obligations of each Borrower under this Section 2.13 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any Borrower, Agent or any Lender. The joint and several liability of the Borrowers hereunder 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, Agent or any Lender. Notwithstanding anything to the contrary set forth in this Section 2.13, it is the intent of the parties hereto that the liability incurred by each Borrower in respect of the Obligations of the other Borrowers (and any Lien granted by each Borrower to secure such Obligations), arising from not constitute a fraudulent conveyance under Section 548 of the existence United States Bankruptcy Code or performance a fraudulent conveyance or fraudulent transfer under the provisions of any applicable law of any state or other governmental unit ("Fraudulent Conveyance"). Consequently, each Borrower, Agent and each Lender hereby agree that if a court of competent jurisdiction determines that the incurrence of liability by any Borrower in respect of the Obligations of any other Borrower (or any Liens granted by such Borrower to secure such Obligations) would, but for the application of this Notesentence, constitute a Fraudulent Conveyance, such liability (and such Liens) shall be valid and enforceable only to the Purchase Agreement or any other Related Agreementmaximum extent that would not cause the same to constitute a Fraudulent Conveyance, until all Obligations have been indefeasibly paid in full and this Note, the Purchase Agreement and the other Related Agreements Loan Documents shall automatically be deemed to have been irrevocably terminated. [Balance of page intentionally left blank; signature page followsamended accordingly.]

Joint and Several Obligations. All Each of the undersigned Borrowers, if more than one, hereby irrevocably designates the other Borrower its attorney-in-fact to borrow, sign and endorse the Revolving Loan Note, and execute and deliver all instruments, documents, writings and further assurances, required hereunder on its behalf. Each Borrower authorizes Lender to pay over or credit all Loan Proceeds to any Borrower for distribution among such Borrowers, as their needs require. Each of the Borrowers affirms and agrees that all Loans, advances, obligations of VOXX and EPXR as co-borrowers liabilities hereunder and under this the Revolving Loan Note and the Related Agreements (the "Obligations") issued pursuant hereto shall be the joint and several obligationsobligation of each Borrower, and the that each Borrower shall make payment upon the Revolving Loan Note issued pursuant hereto in accordance with its terms, or upon its earlier maturity of the Obligations by acceleration acceleration, call or otherwise, otherwise and that such obligation and liability on the part of the Borrower Borrowers shall in no way be affected by any extensions, renewals and forbearance or forbearances granted by the Holder Lender to the Borrowerthem or any of them, failure of Holder Lender to give either EPXR them or VOXX any of them notice of borrowing or other notice, any failure of Holder Lender to pursue to or preserve its rights against either EPXR and/or VOXXthem or any of them, the release by Holder Lender of any collateral Collateral now or thereafter hereafter acquired from either EPXRor any guarantees or obligations, VOXX and/or failure of Lender’s best efforts in obtaining "commercially reasonable" prices for any other subsidiary of EPXRCollateral disposed of, and that such agreement by each of EPXR and VOXX such Borrowers to pay upon any notice the Revolving Loan Note issued pursuant thereto hereto is unconditional and unaffected by does not require prior recourse by Holder to either EPXR, VOXX, or any other subsidiary of EPXR or any collateral for the Obligations or the lack thereof. Each of EPXR and VOXX expressly waives any and all rights of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which each of EPXR and/or VOXX may now or hereafter have against the other or other person or entity directly or contingently liable for the Obligations, or against or with respect Lender to any other's property (including, without limitation, any property which is collateral for the Obligations), arising from the existence or performance of this Note, the Purchase Agreement or any other Related Agreement, until all Obligations have been indefeasibly paid in full and this Note, the Purchase Agreement and the other Related Agreements have been irrevocably terminated. [Balance of page intentionally left blank; signature page followsCollateral .]

Joint and Several Obligations. All Subject to the limitations with respect to the obligation and liability of PLP Australian set forth in the Note, all obligations of VOXX and EPXR as co-borrowers arising under this Note Agreement and the Related Agreements (other the "Obligations") Loan Documents shall be joint and several obligationsseveral, and the each Borrower shall make payment upon the maturity of the Obligations such obligations by acceleration or otherwise, and such obligation and liability on the part of the each Borrower shall in no way be affected by any extensions, renewals and forbearance granted by the Holder Lender to the any Borrower, failure of Holder the Lender to give either EPXR any Borrower notice of borrowing or VOXX any other notice, any failure of Holder the Lender to pursue to or preserve its rights against either EPXR and/or VOXXany Borrower, the release by Holder the Lender of any collateral (if any) now or thereafter acquired from either EPXR, VOXX and/or any other subsidiary of EPXRBorrower, and such agreement by each of EPXR and VOXX Borrower to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Holder the Lender to either EPXR, VOXX, or any the other subsidiary of EPXR Borrowers or any collateral for the Obligations such Borrower’s obligations or the lack thereof. Each Borrower waives all suretyship defenses. Without limiting the generality of EPXR the foregoing, each of the Borrowers hereby acknowledges and VOXX expressly waives agrees that any and all rights actions, inactions or omissions by any one or more, or all, of subrogationthe Borrowers in connection with, reimbursementrelated to or otherwise affecting this Agreement or any of the other Loan Documents are the obligations of, indemnityand inure to and are binding upon, exonerationeach and all of the Borrowers, contribution jointly and severally. Each covenant, agreement, obligation, representation and warranty of the Borrowers contained herein constitutes the joint and several undertaking of each Borrower. PLP U.S. acknowledges that its obligations undertaken herein might be construed to consist, at least in part, of the guaranty of obligations of the other Borrower and, in full recognition of that fact, PLP U.S. consents and agrees that the Lender may, at any time and from time to time, without notice or demand, whether before or after any actual or purported termination, repudiation or revocation of this Agreement by any Borrower, and without affecting the enforceability or continuing effectiveness hereof as to PLP U.S.: (a) supplement, restate, modify, amend, increase, decrease, extend, renew or otherwise change the time for payment or the terms of this Agreement or any part thereof, including any increase or decrease of the rate(s) of interest thereon; (b) supplement, restate, modify, amend, increase, decrease or waive, or enter into or give any agreement, approval or consent with respect to, this Agreement or any part thereof, or any of the Loan Documents, or any condition, covenant, default, remedy, right, representation or term thereof or thereunder; (c) accept partial payments; (d) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer or enforce any security or guarantees, and apply any security and direct the order or manner of sale thereof as the Lender, in its sole and absolute discretion may determine; (e) release any person from any personal liability with respect to this Agreement or any part thereof; (f) settle, release on terms satisfactory to the Lender or by operation of applicable law or otherwise liquidate or enforce any security or guaranty in any manner, consent to the transfer of any security and bid and purchase at any sale; or (g) consent to the merger, change or any other claim which each restructuring or termination of EPXR and/or VOXX may now the corporate or hereafter have against the other or other person or entity directly or contingently liable for the Obligationspartnership existence of any Borrower, or against any other person, and correspondingly restructure the obligations evidenced hereby, and any such merger, change, restructuring or termination shall not affect the liability of any Borrower or the continuing effectiveness hereof, or the enforceability hereof with respect to all or any other's property part of the obligations evidenced hereby. Each Borrower states and acknowledges that: (includingw) pursuant to this Agreement, without limitationthe Borrowers desire to utilize their borrowing potential on a consolidated basis to the same extent possible as if they were merged into a single corporate entity and that this Agreement reflects the establishment of credit facilities which would not otherwise be available to such Borrower if each Borrower were not jointly and severally liable for payment of the obligations as set forth in this Section 11; (x) it has determined that it will benefit specifically and materially from the advances of credit contemplated by this Agreement; (y) it is both a condition precedent to the obligations of the Lender hereunder and a desire of the Borrowers that each Borrower execute and deliver to the Lender this Agreement; and (z) the Borrowers have requested and bargained for the structure and terms of and security for, if any, the advances contemplated by this Agreement. Each Borrower agrees if such Borrower’s joint and several liability hereunder, or if any property liens securing such joint and several liability, would, but for the application of this Section 11, be unenforceable under applicable law, such joint and several liability and each such lien shall be valid and enforceable to the maximum extent that would not cause such joint and several liability or such lien to be unenforceable under applicable law, and such joint and several liability and such lien shall be deemed to have been automatically amended accordingly at all relevant times. To the extent that any Borrower shall, under this Agreement as a joint and several obligor, repay any of the obligations constituting a Loan made to another Borrower hereunder or other obligations arising under this Agreement or the other Loan Documents 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” (as defined below) and the denominator of which is collateral 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 (A) rendering such Borrower “insolvent” within the Obligationsmeaning 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”), arising from (B) leaving such Borrower with unreasonably small capital or assets, within the existence meaning of Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code, Section 4 of the UFTA, or performance (C) leaving such Borrower unable to pay its debts as they become due within the meaning of Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA. All rights and claims of contribution, indemnification and reimbursement under this Section shall be subordinate in right of payment to the prior payment in full of each Loan. The provisions of this NoteSection shall, to the Purchase Agreement or extent expressly inconsistent with any other Related Agreementprovision in any Loan Document, until all Obligations have been indefeasibly paid in full and this Note, the Purchase Agreement and the other Related Agreements have been irrevocably terminated. [Balance of page intentionally left blank; signature page followssupersede such inconsistent provision.]

Joint and Several Obligations. (a) All obligations and liabilities of VOXX and EPXR as co-borrowers under this Note and the Related Agreements each Company to each Creditor Party (the "“Obligations"”) shall be joint and several obligations, and the Borrower shall make payment upon the maturity of the Obligations by acceleration or otherwiseseveral, and such obligation obligations and liability liabilities on the part of the Borrower Companies shall in no way be affected by any extensions, renewals and forbearance granted by the Holder Creditor Parties to the Borrowerany Company, failure of Holder the Creditor Parties to give either EPXR or VOXX Company any notice, any failure of Holder the Creditor Parties to pursue to preserve its rights against either EPXR and/or VOXXCompany, the release by Holder the Agent of any collateral now or thereafter acquired from either EPXR, VOXX and/or any other subsidiary of EPXRCompany, and such agreement by each of EPXR and VOXX either Company to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Holder any Creditor Party to either EPXR, VOXX, or any other subsidiary of EPXR Company or any collateral for the such Obligations or the lack thereof. . (b) Each of EPXR and VOXX Company expressly waives any and all rights of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which each of EPXR and/or VOXX such Company may now or hereafter have against the other or other person or entity directly or contingently liable for the Obligations, or against or with respect to any other's ’s property (including, without limitation, any property which is collateral for the Obligations), arising from the existence or performance of this Note, the Purchase Agreement or any other Related Agreement, until all Obligations have been indefeasibly paid in full and this Note, the Purchase Agreement and the other Related Agreements have has been irrevocably terminated. [Balance . (c) Each Company represents and warrants to each Creditor Party that (i) such Companies have one or more common shareholders, directors and officers, (ii) the businesses and corporate activities of page intentionally left blank; signature page followsthe Companies are closely related to, and substantially benefit, the business and corporate activities of the Companies, (iii) the financial and other operations of the Companies are performed on a combined basis as if the Companies constituted a consolidated corporate group and (iv) the Companies will receive a substantial economic benefit from entering into this Agreement and will receive a substantial economic benefit from all amounts advanced by any Purchaser to either Company in connection with the transactions contemplated hereby, in each case, whether or not such amount is used directly by such Company.]

Joint and Several Obligations. (a) All obligations of VOXX and EPXR as co-borrowers Obligations under this Note Agreement that are stated under this Agreement to be Obligations of both Borrowers, including their Obligations in respect of Revolving Credit Loans, Swingline Loans and Letters of Credit (but excluding, for the Related Agreements (avoidance of doubt, the "Obligations") Term Loans and any Incremental Term Loans), shall be joint and several obligationsObligations of each Borrower (such Obligations, “Joint and Several Obligations”). Anything contained in this Agreement and the other Loan Documents to the contrary notwithstanding, the Obligations of each Borrower shall make payment upon hereunder, solely with respect to the maturity Joint and Several Obligations and to the extent that such Borrower did not receive proceeds of Revolving Credit Loans from any Borrowing hereunder, in any action or proceeding involving any state corporate, limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the Obligations of such Xxxxxxxx would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the Obligations amount of its liability under this Section 2.21(a) in respect of such Obligations, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by acceleration such Borrower or any other person, be automatically limited and reduced to the highest amount (after giving effect to any right of contribution) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding. (b) Each Borrower hereby agrees that until the Release Date it shall not exercise any direct or indirect right or remedy arising as a result of such Joint and Several Obligations, whether by subrogation or otherwise, against the other Borrower or any other Guarantor. (c) Each Borrower hereby agrees that to the extent that a Borrower shall have paid more than its proportionate share of any payment made hereunder in respect of Joint and Several Obligations, such obligation Borrower shall be entitled to seek and liability on receive contribution from and against the part other Borrower. Each Borrower’s right of contribution shall be subject to the Borrower terms and conditions of Section 2.21(b). The provisions of this Section 2.21(c) shall in no way be affected by any extensions, renewals respect limit the obligations and forbearance granted by the Holder liabilities of either Borrower to the Borrower, failure of Holder to give either EPXR or VOXX any notice, any failure of Holder to pursue to preserve its rights against either EPXR and/or VOXXAdministrative Agent, the release by Holder of any collateral now or thereafter acquired from either EPXRIssuing Lenders, VOXX and/or any other subsidiary of EPXRthe Swingline Lender and the Lenders, and such agreement each Borrower shall remain liable to the Administrative Agent, the Issuing Lenders, the Swingline Lender and the Lenders for the full amount of all Joint and Several Obligations. (d) The Joint and Several Obligations of the Borrowers, to the fullest extent permitted by each applicable Law, are absolute, irrevocable and unconditional, joint and several, irrespective of EPXR the value, genuineness, validity, regularity or enforceability of the Joint and VOXX to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Holder to either EPXR, VOXXSeveral Obligations, or any substitution, release or exchange of any guarantee of or security for any of the Joint and Several Obligations, and, irrespective of any other subsidiary circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of EPXR a surety or guarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any collateral for one or more of the Obligations following shall not alter or impair the lack thereof. Each liability of EPXR the Borrowers hereunder which shall remain absolute, irrevocable and VOXX expressly waives unconditional under any and all rights circumstances as described above: (i) at any time or from time to time, without notice to the Borrowers, to the extent permitted by applicable law, the time for any performance of subrogation, reimbursement, indemnity, exoneration, contribution or compliance with any other claim which each of EPXR and/or VOXX may now or hereafter have against the other or other person or entity directly or contingently liable for the ObligationsJoint and Several Obligations shall be extended, or against such performance or with respect to compliance shall be waived; (ii) any other's property (including, without limitation, of the acts mentioned in any property which is collateral for of the Obligations), arising from the existence or performance provisions of this Note, the Purchase Agreement or any other Related Agreementagreement or instrument referred to herein or therein shall be done or omitted; (iii) the maturity of any of the Joint and Several Obligations shall be accelerated, until or any of the Joint and Several Obligations shall be amended in any respect, or any right under the Loan Documents or any other agreement or instrument referred to herein or therein shall be amended or waived in any respect or any guarantee of any of the Joint and Several Obligations or except as permitted pursuant to Section 9.02, any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; (iv) any Lien or security interest granted to, or in favor of, an Issuing Lender, any Lender or the Administrative Agent as security for any of the Joint and Several Obligations shall fail to be perfected; or (v) the release of any other Guarantor pursuant to Section 9.02 or otherwise. To the extent permitted by applicable law, each Borrower hereby expressly waives diligence, presentment, demand of payment, protest and all Obligations have been indefeasibly paid in full notices whatsoever, and this Noteany requirement that any Secured Party exhaust any right, the Purchase Agreement and power or remedy or proceed against the other Related Agreements have been irrevocably terminatedBorrower under this Agreement or any other agreement or instrument referred to herein or therein, or against any person under any other guarantee of, or security for, any of the Joint and Several Obligations. [Balance The Borrowers waive, to the extent permitted by law, any and all notice of page intentionally left blank; signature page followsthe creation, renewal, extension, waiver, termination or accrual of any of the Joint and Several Obligations. The Borrowers’ Joint and Several Obligations shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against the Borrowers or either of them or against any other person which may be or become liable in respect of all or any part of the Joint and Several Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto.]

Joint and Several Obligations. All obligations (a) Each Seller hereby acknowledges and agrees that (i) each Seller shall be jointly and severally liable to Buyer to the maximum extent permitted by Requirements of VOXX and EPXR as co-borrowers under this Note Law for all Repurchase Obligations, (ii) until all Repurchase Obligations shall have been paid in full and the Related Agreements expiration of any applicable preference or similar period pursuant to any Insolvency Law, or at law or in equity, has expired, the liability of each Seller (the "Obligations"A) shall be joint absolute and several obligationsunconditional and shall remain in full force and effect (and, if suspended or terminated, shall be reinstated) and, for the avoidance of doubt, such liability shall be absolute and unconditional and shall remain in full force and effect even if Buyer shall not make a claim before the expiration of such period asserting an interest in all or any part of any payment(s) received by Buyer, and (B) shall not be discharged, affected, modified or impaired on the Borrower shall make payment upon the maturity occurrence from time to time of any event, including, but limited to, any of the Obligations following events, whether or not with notice to, or the consent of, each or any Seller: (1) the waiver, forbearance, compromise, settlement, release, termination, modification or amendment (including, but not limited to, any extension or postponement of the time for payment or performance or renewal or refinancing) of any of the Repurchase Obligations, (2) the failure to give notice to each or any Seller of the occurrence of a Default or an Event of Default, (3) the release, substitution or exchange by acceleration Buyer of any Purchased Asset (with or otherwisewithout consideration) or the acceptance by Buyer of any additional collateral or the availability or claimed availability of any other collateral or source of repayment or any nonperfection, and such obligation and liability on subordination of priority (whether at law or equity) or any other impairment of any collateral, (4) the full or partial release of, or waiver or forbearance from enforcing any rights against, any Person primarily or secondarily liable for payment or performance of all or any part of the Borrower shall Repurchase Obligations, whether or not by Buyer, and whether or not in no way be affected by connection with any extensionsInsolvency Proceeding affecting any Seller or any other Person, renewals and forbearance has (x) any obligations in respect of the Repurchase Obligations or any part thereof, or (y) granted by any security interest in any of its collateral as security for any of the Holder Repurchase Obligations, or (5) to the Borrower, failure extent permitted by Requirements of Holder to give either EPXR or VOXX any noticeLaw, any failure other event, occurrence, action or circumstance that would, in the absence of Holder to pursue to preserve its rights against either EPXR and/or VOXXthis Article 29, result in the release or discharge, in whole or in part, of any or all of Sellers from the payment, performance or observance of any Repurchase Obligation, (iii) Buyer shall not be required first to initiate any suit or to attempt to enforce or exhaust its remedies against any Seller or any other Person, in order to enforce the Transaction Documents or seek payment and/or performance of any or all of the Repurchase Obligations against any Seller and each Seller expressly agrees that, notwithstanding the occurrence of any of the foregoing, each Seller is and shall remain directly and primarily liable for all sums due under any of the Transaction Documents, including, but not limited to, all of the Repurchase Obligations, (iv) when making any demand hereunder against any Seller, Buyer may, but shall be under no obligation to, make a similar demand on any other Seller, and (x) any failure by Holder Buyer to make any such demand, enforce or attempt to enforce any of Buyer’s rights, or collect or attempt to collect any payments from any other Seller, or (y) any release by Buyer of any other Seller shall not, in either case, relieve any Seller of its obligations or liabilities hereunder or under any other Transaction Document, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law or equity, of Buyer against any Seller or all of the Sellers, and (v) on disposition by Buyer of any collateral now or thereafter acquired from either EPXRsecuring any of the Repurchase Obligations, VOXX and/or any other subsidiary of EPXR, each Seller shall be and such agreement by each of EPXR shall remain jointly and VOXX to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Holder to either EPXR, VOXX, or any other subsidiary of EPXR or any collateral for the Obligations or the lack thereof. Each of EPXR and VOXX expressly waives any and all rights of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which each of EPXR and/or VOXX may now or hereafter have against the other or other person or entity directly or contingently severally liable for the Obligationsany deficiency up to and including, or against or with respect to any other's property (including, without limitation, any property which is collateral for the Obligations), arising from the existence or performance of this Noteeach Seller, the Purchase value of the Purchased Assets purchased from such Seller. (b) Notwithstanding anything in this Agreement or any other Related Agreement, until all Obligations have been indefeasibly paid in full and this NoteTransaction Document to the contrary, the Purchase Agreement obligations of each Seller with respect to joint and several liability hereunder shall be limited to a maximum aggregate amount equal to the greatest amount that would not render such Seller’s obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the Bankruptcy Code or any provisions of applicable state law (collectively, the “Fraudulent Transfer Laws”), in each case after giving effect to all other Related Agreements have been irrevocably terminated. [Balance liabilities of page intentionally left blank; signature page followssuch Seller, contingent or otherwise, that are relevant under the Fraudulent Transfer laws.]

Joint and Several Obligations. All obligations (i) Each of VOXX the Counterparties hereby unconditionally and EPXR as co-borrowers under irrevocably agrees that this Note and the Related Agreements (the "Obligations") shall be Agreement is a joint and several obligationsagreement, and that it is jointly and severally liable to BMO for the Borrower shall make payment upon the maturity and performance of all obligations of the Obligations by acceleration Counterparties under this Agreement and each Confirmation. Each obligation of the Counterparties hereunder shall be subject to any set-off that BMO may exercise against any or all Counterparties whether under this Agreement or otherwise. (ii) Each of the Counterparties agrees that the performance by BMO of its delivery obligations under this Agreement or any Confirmation to any of the Counterparties shall constitute the full and complete performance of BMO’s obligation to both Counterparties. (iii) Each of the Counterparties executes this Agreement as a primary obligor, not as surety. BMO shall not be bound to exhaust its recourse or to take any action against any one of such entities before being entitled to performance under this Agreement from each of the other entities, but rather BMO may make such demands and take such obligation actions as it deems advisable and liability on the may apply money received from any such entity upon such part of the Borrower shall in no way be affected obligations arising under this Agreement as BMO may think best. a (iv) Each of the Counterparties hereby waives notice of failure by any extensions, renewals and forbearance granted other of such entities to pay when due any amount payable by the Holder to the Borrower, failure of Holder to give either EPXR or VOXX any notice, any failure of Holder to pursue to preserve its rights against either EPXR and/or VOXX, the release by Holder of any collateral now or thereafter acquired from either EPXR, VOXX and/or any other subsidiary of EPXR, and such agreement by each of EPXR and VOXX to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Holder to either EPXR, VOXX, or any other subsidiary of EPXR or any collateral for the Obligations or the lack thereofentities under this Agreement. Each of EPXR the Counterparties consents to and VOXX expressly waives notice of (a) extension or renewal of any obligation arising under this Agreement, (b) amendment or termination or waiver of any provision of this Agreement as between BMO and any other of the Counterparties, and (c) re-consignment of any of the other Counterparties or cancellation of its obligations under the Agreement. (v) After an Event of Default has occurred, so long as it is continuing and until full and final payment to BMO of all rights amounts due to it under this Agreement, each of the Counterparties (a) agrees not to exercise any right it may acquire against any of the other Counterparties (whether by subrogation, reimbursement, indemnitycontribution, exonerationor otherwise) as a result of payments made to BMO under this Agreement, contribution (b) assigns to BMO all such rights such entity may have in any bankruptcy, receivership, or insolvency proceedings commenced by or against any of the other Counterparties or its property, and (c) appoints BMO attorney-in-fact for it to appear in any such proceeding, file claims, receive payments, and to do any other claim act which each of EPXR and/or VOXX may now or hereafter have against the other or other person or entity directly or contingently liable for the Obligations, or against or it could do personally in connection with respect to any other's property (including, without limitation, any property which is collateral for the Obligations), arising from the existence or performance of this Note, the Purchase Agreement or any other Related Agreement, until all Obligations have been indefeasibly paid in full and this Note, the Purchase Agreement and the other Related Agreements have been irrevocably terminated. [Balance of page intentionally left blank; signature page followssuch rights.]

Joint and Several Obligations. All obligations Seller hereby acknowledges and agrees that (i) Seller shall be jointly and severally liable with the sellers under each Other Repurchase Agreement to Buyer to the maximum extent permitted by Requirements of VOXX Law for all Repurchase Obligations and EPXR as co-borrowers under this Note and all Other Facility Repurchase Obligations, (ii) the Related Agreements liability of Seller (the "Obligations"A) shall be joint absolute and several obligationsunconditional and shall remain in full force and effect (or be reinstated) until all Repurchase Obligations and all Other Facility Repurchase Obligations shall have been paid in full and the expiration of any applicable preference or similar period pursuant to any Insolvency Law, or at law or in equity, without any claim having been made before the expiration of such period asserting an interest in all or any part of any payment(s) received by Buyer, and (B) until such payment has been made, shall not be discharged, affected, modified or impaired on the Borrower shall make payment upon the maturity occurrence from time to time of any event, including any of the following, whether or not with notice to or the consent of Seller, (1) the waiver, compromise, settlement, release, modification, supplementation, termination or amendment (including any extension or postponement of the time for payment or performance or renewal or refinancing) of any of the Repurchase Obligations, Repurchase Documents, any Other Facility Repurchase Obligations or “Repurchase Documents” (as defined in the Kensington Repurchase Agreement) or the “Facility Documents” (as defined in the Gloss Loan Agreement), (2) the failure to give notice to Seller of the occurrence of an Event of Default, (3) the release, substitution or exchange by acceleration Buyer of any Purchased Asset or otherwise“Purchased Asset” (as defined in the Kensington Repurchase Agreement) or “Pledged Asset” (as defined in the Gloss Loan Agreement) (whether with or without consideration) or the acceptance by Buyer of any additional collateral or the availability or claimed availability of any other collateral or source of repayment or any nonperfection or other impairment of collateral, and such obligation and liability on (4) the release of any Person primarily or secondarily liable for all or any part of the Borrower shall Repurchase Obligations or any Other Facility Repurchase Obligations, whether by Buyer or in no way be affected by connection with any extensions, renewals and forbearance granted by the Holder to the Borrower, failure of Holder to give either EPXR or VOXX any noticeInsolvency Proceeding affecting Seller, any failure of Holder to pursue to preserve its rights against either EPXR and/or VOXX, seller under the release by Holder of any collateral now or thereafter acquired from either EPXR, VOXX and/or any other subsidiary of EPXR, and such agreement by each of EPXR and VOXX to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Holder to either EPXR, VOXXOther Repurchase Agreement, or any other subsidiary of EPXR Person who, or any collateral for of whose property, shall at the time in question be obligated in respect of the Repurchase Obligations, any Other Facility Repurchase Obligations or any part thereof, (5) the lack thereof. Each sale, exchange, waiver, surrender or release of EPXR any Purchased Asset, “Purchased Asset” (as defined in the Kensington Repurchase Agreement), guarantee or other collateral by Buyer, “Pledged Asset” (as defined in the Gloss Loan Agreement), (6) the failure of Buyer to protect, secure, perfect or insure any Lien at any time held by Buyer as security for amounts owed by Seller or any seller under the Other Repurchase Agreement, or (7) to the extent permitted by Requirements of Law, any other event, occurrence, action or circumstance that would, in the absence of this Section 18.27, result in the release or discharge Seller from the performance or observance of any Repurchase Obligation or any seller from the performance or observance of any Other Facility Repurchase Obligation, (iii) Buyer shall not be required first to initiate any suit or to exhaust its remedies against Seller, any seller under the Other Repurchase Agreement or any other Person to become liable, or against any of the Purchased Assets or “Purchased Assets” (as defined in the Kensington Repurchase Agreement) or “Pledged Assets” (as defined in the Gloss Loan Agreement), in order to enforce the Repurchase Documents and VOXX the “Repurchase Documents” (as defined in the Kensington Repurchase Agreement) or the “Facility Documents” (as defined in the Gloss Loan Agreement) and Seller expressly agrees that, notwithstanding the occurrence of any of the foregoing, Seller shall be and remain directly and primarily liable for all sums due under any of the Repurchase Documents and the “Repurchase Documents” (as defined in the Kensington Repurchase Agreement) or the “Facility Documents” (as defined in the Gloss Loan Agreement), (iv) when making any demand hereunder against Seller or any of the Purchased Assets, Buyer may, but shall be under no obligation to, make a similar demand on any seller under the Other Repurchase Agreement, or otherwise pursue such rights and remedies as it may have against any seller under the Other Repurchase Agreement 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 make any such demand, file suit or otherwise pursue such other rights or remedies or to collect any payments from any such other 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 any such other seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve Seller if a demand or collection is not made and shall not release Seller of its 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 (as used herein, the term “demand” shall include the commencement and continuation of legal proceedings), (v) on disposition by Buyer of any property encumbered by any Purchased Assets or “Purchased Assets” (as defined in the Kensington Repurchase Agreement) or “Pledged Assets” (as defined in the Gloss Loan Agreement), Seller shall be and shall remain jointly and severally liable for any deficiency, (vi) Seller waives (A) any and all rights notice of subrogationthe creation, reimbursementrenewal, indemnity, exoneration, contribution extension or accrual of any amounts at any time owing to Buyer by any other claim which each seller under the “Repurchase Documents” (as defined in the Kensington Repurchase Agreement) or the “Facility Documents” (as defined in the Gloss Loan Agreement) and notice of EPXR and/or VOXX may now or hereafter proof of reliance by Buyer upon Seller or acceptance of the obligations of Seller under this Section 18.27, and all such amounts, and any of them, shall conclusively be deemed to have against been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the obligations of Seller under this Agreement, and all dealings between Seller, on the one hand, and Buyer, on the other hand, likewise shall be conclusively presumed to have been had or other person consummated in reliance upon the obligations of Seller under this Agreement and the Other Repurchase Agreement, and (B) diligence, presentment, protest, demand for payment and notice of default or entity directly nonpayment to or contingently liable for the Obligations, or against or upon Seller with respect to any other's property (including, without limitation, amounts at any property which is collateral for time owing to Buyer by Seller under the Obligations), arising from the existence or performance of this Note, the Purchase Agreement Repurchase Documents or any other Related seller under the “Repurchase Documents” (as defined in the Kensington Repurchase Agreement) or the “Facility Documents” (as defined in the Gloss Loan Agreement), and (vii) Seller shall continue to be liable under this Section 18.27 without regard to (A) the validity, regularity or enforceability of any other provision of this Agreement, until all Obligations have been indefeasibly paid the Other Repurchase Agreement, any other Repurchase Document or any other “Repurchase Document” (as defined in full and this Notethe Kensington Repurchase Agreement) or the “Facility Documents” (as defined in the Gloss Loan Agreement), any amounts at any time owing to Buyer by Seller under the Purchase Agreement and Repurchase Documents or any seller under the “Repurchase Documents” (as defined in the Kensington Repurchase Agreement) or the “Facility Documents” (as defined in the Gloss Loan Agreement), or any other Related Agreements have been irrevocably terminated. [Balance collateral security therefor or guarantee or right of page intentionally left blank; signature page followsoffset 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 (iii) 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 any seller under the “Repurchase Documents” (as defined in the Kensington Repurchase Agreement) or the “Facility Documents” (as defined in the Gloss Loan Agreement), in bankruptcy or in any other instance.]

Joint and Several Obligations. (a) All of the obligations of VOXX and EPXR as co-borrowers the Borrowers under this Note Agreement and the Related Agreements (the "Obligations") other Credit Documents shall be joint and several obligationsseveral. (b) Each Borrower agrees that neither the Administrative Agent nor any Lender shall have any responsibility to inquire into the apportionment, allocation or disposition of any Borrowings or Letters of Credit as among the Borrowers. (c) For the purpose of implementing the joint borrower provisions of this Agreement and each of the Credit Documents, each Borrower hereby irrevocably appoints Argosy as its agent and attorney-in-fact for all purposes of this Agreement and each of the Credit Documents, including the giving and receiving of notices and other communications, the making of requests for, or conversions or continuations of, Borrowings and/or Letters of Credit, the execution and delivery of certificates and the receipt and allocation of disbursements from the Lenders. Argosy hereby accepts such appointment. The Administrative Agent and each Lender may regard any notice or other communication pursuant to any Credit Document from Argosy as a notice or communication from all Borrowers and may give any notice or communication required or permitted to be given to any Borrower or Borrowers hereunder to Argosy on behalf of such Borrower or Borrowers. Each Borrower agrees that each notice, election, representation and warranty, covenant, agreement and undertaking made on its behalf by Argosy shall make be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such Borrower. (d) Each Borrower hereby waives, with respect to itself and its obligations hereunder, any right (except as shall be required by applicable statute and cannot be waived) to require the Administrative Agent or any Lender 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 or (iii) pursue any other remedy in the Administrative Agent or any Lender's power whatsoever. Each Borrower hereby waives any defense based on or arising out of any defense of any other Borrower, any guarantor or any other Person other than payment upon in full of the maturity Obligations, including any defense based on or arising out of the disability of any other Borrower, any guarantor or any other Person, or the enforceability of the Obligations by acceleration or otherwiseany part thereof from any cause, and such obligation and liability on or the part cessation from any cause of the liability of any Borrower shall other than payment in no way be affected by full of the Obligations. Subject to the terms of this Agreement, the Administrative Agent or any extensionsLender may, renewals and forbearance granted at its election, foreclose on any security held by the Holder Administrative Agent or any 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 the Administrative Agent or any Lender may have against any other Borrower, failure of Holder to give either EPXR any guarantor or VOXX any notice, any failure of Holder to pursue to preserve its rights against either EPXR and/or VOXX, the release by Holder of any collateral now or thereafter acquired from either EPXR, VOXX and/or any other subsidiary of EPXR, and such agreement by each of EPXR and VOXX to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Holder to either EPXR, VOXXPerson, or any other subsidiary security, without affecting or impairing in any way the liability of EPXR any Borrower hereunder except to the extent the Obligations have been paid in full. Each Borrower waives all rights and defenses arising out of any such election of remedies by the Administrative Agent or any collateral Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for the Obligations a guaranteed obligation, has destroyed any of such Borrower's, any other Borrower's or the lack thereof. any guarantor's rights of subrogation and reimbursement against any other Borrower or any guarantor. (e) Each Borrower waives any defense, right of EPXR set-off, claim or counterclaim whatsoever and VOXX expressly waives any and all other rights, benefits, protections and other defenses available to it now or at any time hereafter. (f) Each Borrower waives all rights of subrogationand defenses that such Borrower may have because the Obligations are secured by real property. This means, reimbursementamong other things: (i) The Administrative Agent or any Lender may collect from such Borrower without first foreclosing on any real or personal property collateral pledged by such Borrower, indemnity, exoneration, contribution any other Borrower or any guarantor. (ii) If the Administrative Agent or any Lender forecloses on any real property collateral pledged by such Borrower or any other claim Borrower: (A) 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. (B) The Administrative Agent or any Lender may collect from each Borrower even if the Administrative Agent or any Lender, by foreclosing on the real property collateral, has destroyed any right such Borrower may have to collect from any other Borrower or any guarantor. This is an unconditional and irrevocable waiver of EPXR and/or VOXX any rights and defenses each Borrower may now have because such Borrower's debt is secured by real property. (iii) Each Borrower waives all rights and defenses arising out of an election of remedies by the Administrative Agent or hereafter have against the other or other person or entity directly or contingently liable for the Obligationsany Lender, or against or 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. (g) Each Borrower assumes all responsibility for being and keeping itself informed of each other Borrower's and any otherguarantor's property (includingfinancial condition and assets, without limitationand 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 or any guarantor assumes and incurs under any Credit Document, and agrees that neither the Administrative Agent nor any Lender shall have no duty to advise such Borrower, any property which is collateral for the Obligations), arising from the existence or performance of this Note, the Purchase Agreement other Borrower or any other Related Agreement, until all Obligations have been indefeasibly paid in full and this Note, guarantor of information known to the Purchase Agreement and the other Related Agreements have been irrevocably terminated. [Balance of page intentionally left blank; signature page followsAdministrative Agent or any Lender regarding such circumstances or risks.]

Joint and Several Obligations. All obligations of VOXX Each Borrower acknowledges that it is jointly and EPXR as co-borrowers under this Note and the Related Agreements (the "Obligations") shall be joint and several obligations, and the Borrower shall make payment upon the maturity severally liable for all of the Obligations and as a result hereby unconditionally guaranties the full and prompt payment when due, whether at maturity or earlier by reason of acceleration or otherwise, and at all times thereafter, of all indebtedness, liabilities and obligations of every kind and nature of each other Borrower to Agent and Lenders and, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, joint or several, now or hereafter existing, or due or to become due, and howsoever owned, held or acquired by Agent or any Lender. Each Borrower agrees that if this guaranty, or any Liens securing this guaranty, would, but for the application of this sentence, be unenforceable under applicable law, this guaranty and each such obligation Lien shall be valid and liability on enforceable to the maximum extent that would not cause this guaranty or such Lien to be unenforceable under applicable law, and this guaranty shall automatically be deemed to have been amended accordingly at all relevant times. Each Borrower hereby agrees that its obligations under this guaranty shall be unconditional, irrespective of (a) the validity or enforceability of the Obligations or any part thereof, or of any promissory note or other document evidencing all or any part of the Obligations, (b) the absence of any attempt to collect the Obligations from any other Borrower shall in no way be affected or any Guarantor or other action to enforce the same, ( c) the waiver or consent by Agent or any Lender with respect to any provision of any agreement, instrument or document evidencing or securing all or any part of the Obligations, or any other agreement, instrument or document now or hereafter executed by any extensionsother Borrower and delivered to Agent or any Lender (other than a waiver, renewals forgiveness or consent by Agent and forbearance granted Lenders that reduces the amount of any of the Obligations), (d) the failure by the Holder Agent or any Lender to the Borrowertake any steps to perfect and maintain its security interest in, failure of Holder to give either EPXR or VOXX any notice, any failure of Holder to pursue to preserve its rights against either EPXR and/or VOXXto, the release by Holder of any collateral now security or thereafter acquired from either EPXR, VOXX and/or any other subsidiary of EPXR, and such agreement by each of EPXR and VOXX to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Holder to either EPXR, VOXX, or any other subsidiary of EPXR or any collateral for the Obligations or the lack thereof. Each of EPXR and VOXX expressly waives any and all rights of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which each of EPXR and/or VOXX may now or hereafter have against the other or other person or entity directly or contingently liable Collateral for the Obligations, for its benefit, (e) Agent's or against any Lender's election, in any proceeding instituted under the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of the application of Section 1111 (b )(2) of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (f) any borrowing or grant of a security interest by any Borrower as debtor-in-possession, under Section 364 of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (g) the disallowance, under Section 502 of the United States Bankruptcy Code or any other similax xxxxxxxxxx xx xxxxxxxxxx xxxxxlation, of all or any portion of Agent's or any Lender's claim(s) for repayment of the Obligations or (h) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a borrower or a guarantor. Each Borrower hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of receivership or bankruptcy of any Borrower, protest or notice with respect to the Obligations and all demands whatsoever, and covenants that this guaranty will not be discharged, except by complete and irrevocable payment and performance of the Obligations. No notice to any other's property (includingBorrower or any other party shall be required for Agent or any Lender to make demand hereunder. Such demand shall constitute a mature and liquidated claim against the applicable Borrower. Upon the occurrence of any Event of Default, Agent or any Lender may, in its sole election, proceed directly and at once, without limitationnotice, against all or any property which is 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 any security or collateral for the Obligations), arising from . During the existence of an Event of Default, Agent and each Lender shall have the exclusive right to determine the application of payments and credits, if any from any Borrower, any other Person or any security or collateral for the Obligations, on account of the Obligations or of any other liability of any Borrower to Agent or any Lender. Each Borrower expressly waives all rights it may have now or in the future under any statute, or at common law, or at law or in equity, or otherwise, to compel Agent or Lenders to marshal assets or to proceed in respect of the Obligations guaranteed hereunder against any other Borrower or any Guarantor, any other party or against any security for the payment and performance of the Obligations before proceeding against, or as a condition to proceeding against, such Borrower. It is agreed among each Borrower, Agent and Lenders that the foregoing waivers are of the essence of the transaction contemplated by this Note, the Purchase Agreement or any other Related Agreement, until all Obligations have been indefeasibly paid in full and this Note, the Purchase Agreement and the other Related Agreements Loan Documents and that, but for the provisions of this Section 2.13 and such waivers, Agent and Lenders would decline to enter into this Agreement. Notwithstanding anything to the contrary set forth in this Section 2.13, it is the intent of the parties hereto that the liability incurred by each Borrower in respect of the Obligations of the other Borrowers (and any Lien granted by each Borrower to secure such Obligations), not constitute a fraudulent conveyance under Section 548 of the United States Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable law of any state or other governmental unit ("Fraudulent Conveyance"). Consequently, each Borrower, Agent and each Lender hereby agree that if a court of competent jurisdiction determines that the incurrence of liability by any Borrower in respect of the Obligations of any other Borrower (or any Liens granted by such Borrower to secure such Obligations) would, but for the application of this sentence, constitute a Fraudulent Conveyance, such liability (and such Liens) shall be valid and enforceable only to the maximum extent that would not cause the same to constitute a Fraudulent Conveyance, and this Agreement and the other Loan Documents shall automatically be deemed to have been irrevocably terminated. [Balance of page intentionally left blank; signature page followsamended accordingly.]

Joint and Several Obligations. All obligations Loans and Advances by the Lenders, all Swing Line Loans by the Swing Line Lender and all Letters of VOXX and EPXR as co-borrowers Credit issued by the Issuing Bank to Borrowers under this Note Agreement and the Related Agreements (the "Obligations") Obligations shall be constitute one joint and several obligationsgeneral obligation of each of the Borrowers. The Agent will maintain a single loan account for Advances to the Borrowers, and the each Borrower shall make payment upon be jointly and severally liable to the maturity Lenders for all Obligations hereunder, regardless of whether such Obligations arise as a result of Advances to such Borrower, it being stipulated and agreed that Advances hereunder to any Borrower inure to the benefit of each of the Obligations by acceleration or otherwiseBorrowers, and such obligation and liability that the Lenders are relying on the part joint and several liability of the Borrowers in extending credit hereunder. Each Borrower agrees that the joint and several liability of the Borrowers shall in no way not be impaired or affected by any extensionsmodification, renewals and forbearance supplement, extension or amendment of any contract or agreement to which the parties thereto may hereafter agree, nor by any delay, extension of time, renewal, compromise or other indulgence granted by the Holder to the Borrower, failure of Holder to give either EPXR or VOXX any notice, any failure of Holder to pursue to preserve its rights against either EPXR and/or VOXX, the release by Holder of any collateral now or thereafter acquired from either EPXR, VOXX and/or any other subsidiary of EPXR, and such agreement by each of EPXR and VOXX to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Holder to either EPXR, VOXX, or any other subsidiary of EPXR or any collateral for the Obligations Lenders or the lack thereof. Each of EPXR and VOXX expressly waives any and all rights of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which each of EPXR and/or VOXX may now or hereafter have against the other or other person or entity directly or contingently liable for the Obligations, or against or Issuing Bank with respect to any other's property (including, without limitation, any property which is collateral for of the Obligations), arising from the existence or performance of this Note, the Purchase Agreement or nor by any other Related Agreementagreements or arrangements whatever with the Borrowers, each Borrower hereby waiving all notice of any such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Borrower hereunder is direct and unconditional as to all of the Obligations hereunder, and may be enforced without requiring the Lenders or the Issuing Bank first to resort to any other right, remedy or security; neither Borrower shall have any right of subrogation, reimbursement or indemnity whatsoever, nor any right of recourse to security for any of the Obligations hereunder, unless and until all of said Obligations have been indefeasibly paid in full; nothing shall discharge or satisfy the liability of either Borrower hereunder except the full payment and this Note, performance of all of the Purchase Agreement Obligations; any and all present and future debts and obligations of each Borrower to 92 the other Borrower are hereby waived and postponed in favor of and subordinated to the full payment and performance of all present and future obligations of the Borrowers to the Lenders and the other Related Agreements have been irrevocably terminated. Issuing Bank [Balance of page intentionally left blank; signature page follows.Signatures on following pages]

Joint and Several Obligations. All obligations (a) Each Seller hereby acknowledges and agrees that (i) each Seller shall be jointly and severally liable to Buyer to the maximum extent permitted by Requirements of VOXX and EPXR as co-borrowers under this Note Law for all Repurchase Obligations, (ii) until all Repurchase Obligations shall have been paid in full and the Related Agreements expiration of any applicable preference or similar period pursuant to any Insolvency Law, or at law or in equity, has expired, the liability of each Seller (the "Obligations"A) shall be joint absolute and several obligationsunconditional and shall remain in full force and effect (and, if suspended or terminated, shall be reinstated) and, for the avoidance of doubt, such liability shall be absolute and unconditional and shall remain in full force and effect even if Buyer shall not make a claim before the expiration of such period asserting an interest in all or any part of any payment(s) received by Buyer, and (B) shall not be discharged, affected, modified or impaired on the Borrower shall make payment upon the maturity occurrence from time to time of any event, including, but limited to, any of the Obligations following events, whether or not with notice to, or the consent of, each or any Seller: (1) the waiver, forbearance, compromise, settlement, release, termination, modification or amendment (including, but not limited to, any extension or postponement of the time for payment or performance or renewal or refinancing) of any of the Repurchase Obligations, (2) the failure to give notice to each or any Seller of the occurrence of a Default or an Event of Default, (3) the release, substitution or exchange by acceleration Buyer of any Purchased Asset (with or otherwisewithout consideration) or the acceptance by Buyer of any additional collateral or the availability or claimed availability of any other collateral or source of repayment or any nonperfection, and such obligation and liability on subordination of priority (whether at law or equity) or any other impairment of any collateral, (4) the full or partial release of, or waiver or forbearance from enforcing any rights against, any Person primarily or secondarily liable for payment or performance of all or any part of the Borrower shall Repurchase Obligations, whether or not by Buyer, and whether or not in no way be affected by connection with any extensionsInsolvency Proceeding affecting any Seller or any other Person, renewals and forbearance has (x) any obligations in respect of the Repurchase Obligations or any part thereof, or (y) granted by any security interest in any of its collateral as security for any of the Holder Repurchase Obligations, or (5) to the Borrower, failure extent permitted by Requirements of Holder to give either EPXR or VOXX any noticeLaw, any failure other event, occurrence, action or circumstance that would, in the absence of Holder to pursue to preserve its rights against either EPXR and/or VOXXthis Article 29, result in the release or discharge, in whole or in part, of any or all of Sellers from the payment, performance or observance of any Repurchase Obligation, (iii) Buyer shall not be required first to initiate any suit or to attempt to enforce or exhaust its remedies against any Seller or any other Person, in order to enforce the Transaction Documents or seek payment and/or performance of any or all of the Repurchase Obligations against any Seller and each Seller expressly agrees that, notwithstanding the occurrence of any of the foregoing, each Seller is and shall remain directly and primarily liable for all sums due under any of the Transaction Documents, including, but not limited to, all of the Repurchase Obligations, (iv) when making any demand hereunder against any Seller, Buyer may, but shall be under no obligation to, make a similar demand on any other Seller, and (x) any failure by Holder Buyer to make any such demand, enforce or attempt to enforce any of Buyer’s rights, or collect or attempt to collect any payments from any other Seller, or (y) any release by Buyer of any other Seller shall not, in either case, relieve any Seller of its obligations or liabilities hereunder or under any other Transaction Document, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law or equity, of Buyer against any Seller or all of the Sellers, and (v) on disposition by Buyer of any collateral now or thereafter acquired from either EPXRsecuring any of the Repurchase Obligations, VOXX and/or any other subsidiary of EPXR, each Seller shall be and such agreement by each of EPXR shall remain jointly and VOXX to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Holder to either EPXR, VOXX, or any other subsidiary of EPXR or any collateral for the Obligations or the lack thereof. Each of EPXR and VOXX expressly waives any and all rights of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which each of EPXR and/or VOXX may now or hereafter have against the other or other person or entity directly or contingently severally liable for the Obligationsany deficiency up to and including, or against or with respect to any other's property (each Seller, the value of the Purchased Assets purchased from such Seller. It is expressly agreed that Foreign Asset Seller is liable to Buyer for all obligations of U.S. Seller under the Other Repurchase Agreement, including, without limitation, any property which is collateral for the Other Facility Repurchase Obligations), arising from the existence or performance of . (b) Notwithstanding anything in this Note, the Purchase Agreement or any other Related Agreement, until all Obligations have been indefeasibly paid in full and this NoteTransaction Document to the contrary, the Purchase Agreement obligations of each Seller with respect to joint and several liability hereunder shall be limited to a maximum aggregate amount equal to the greatest amount that would not render such Seller’s obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the Bankruptcy Code or any provisions of applicable state law (collectively, the “Fraudulent Transfer Laws”), in each case after giving effect to all other Related Agreements have been irrevocably terminated. [Balance liabilities of page intentionally left blank; signature page followssuch Seller, contingent or otherwise, that are relevant under the Fraudulent Transfer laws.]

Joint and Several Obligations. All obligations of VOXX and EPXR as co-borrowers under this Note and (a) It is understood by the Related Agreements (the "Obligations") shall be joint and several obligationsparties hereto, and the Borrower shall make payment upon the maturity Borrowers hereby acknowledge and affirm, that all of the Obligations by acceleration or otherwise, and such obligation and liability on the part of the Borrower shall in no way be affected by any extensions, renewals Borrowers hereunder and forbearance granted by the Holder to the Borrower, failure of Holder to give either EPXR or VOXX any notice, any failure of Holder to pursue to preserve its rights against either EPXR and/or VOXX, the release by Holder of any collateral now or thereafter acquired from either EPXR, VOXX and/or any other subsidiary of EPXR, and such agreement by each of EPXR and VOXX to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Holder to either EPXR, VOXX, or any other subsidiary of EPXR or any collateral for the Obligations or the lack thereof. Each of EPXR and VOXX expressly waives any and all rights of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which each of EPXR and/or VOXX may now or hereafter have against under the other or other person or entity directly or contingently liable for the Obligations, or against or with respect to any other's property Transaction Documents (including, without limitation, all of the obligations of the Borrowers under and in connection with each of the Letters of Credit and each of the applications and confirmations therefor made by any property which is collateral Borrower to the Letter of Credit Issuer, and all of the obligations of the Borrowers under the Notes) shall be joint and several; provided, however, that Chemical Pioneer, and its wholly-owned Subsidiaries, shall not be jointly and severally liable as a Borrower for any Obligations in an amount in excess of $2,500,000, in the aggregate, incurred by any Borrowers with respect to (i) any Initial Draw Term Loans or (ii) any other Loans or Letters of Credit outstanding as of the Closing Date, but shall be jointly and severally liable as Borrower for all other Obligations). Except as expressly set forth in Article 8, arising each Borrower waives presentation to, demand of payment from and protest to the existence or performance Lenders of this Noteany of the obligations and liabilities of the other Borrowers 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 Article 8, each Borrower waives notice of any default by the other Borrowers hereunder. The obligations and liabilities of each Borrower hereunder shall not be affected by (i) the failure of any Lender, the Purchase Administrative Agent, the Letter of Credit Issuer or the Collateral Agent to assert any claim or demand or to enforce any right or remedy against the other Borrowers or any other Person under this Agreement or any other Related Transaction Document; (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 other Transaction Document; (iv) the release of any obligation or liability of the other Borrowers by any Lender, the Administrative Agent, the Letter of Credit Issuer or the Collateral Agent; (v) the failure of any Lender to exercise any right or remedy against any Borrower; (vi) any change in the ownership of any of the Borrowers; or (vii) any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any of the Borrowers, any Lender, the Letter of Credit Issuer, the Collateral Agent or the Administrative Agent. (b) If and to the extent that any of the Borrowers shall fail to make any payment with respect to any of the obligations hereunder as and when due or to perform any of such obligations in accordance with the terms thereof, then in each such event, the other Borrowers will make such payment with respect to, or perform, such obligation. (c) The obligations of each Borrower under the provisions of this Section 10.16 constitute full recourse obligations of such Borrowers, enforceable in accordance with the terms of this Agreement. (d) The provisions of this Section 10.16 are made for the benefit of the Lenders, the Administrative Agent, the Collateral Agent and the Letter of Credit Issuer and their successors and assigns, and may be enforced by the Administrative Agent, the Collateral Agent, the Letter of Credit Issuer and the Lenders from time to time against any of the Borrowers as often as occasion therefor may arise and without requirement on the part of the Lenders first to marshal any of their claims or to exercise any of their rights against the other Borrowers or to exhaust any remedies available to them against the other Borrowers or to resort to any other source or means of obtaining payment of all or any part of the obligations hereunder or to elect any other remedy. The provisions of this Section 10.16 shall remain in effect until all Obligations of the obligations hereunder shall have been indefeasibly paid in full or otherwise fully satisfied and this Noteall of the Commitments and Letters of Credit shall have terminated or expired. If at any time, any payment, or any part thereof, made in respect of all or any part of the Obligations hereunder, is rescinded or must otherwise be restored or returned by any of the Lenders upon the insolvency, bankruptcy or reorganization of a Borrower, or otherwise, the Purchase provisions of this Section 10.16 will forthwith be reinstated in effect, as though such payment had not been made. (e) Any action by one Borrower under this Agreement and or any of the other Related Agreements have been irrevocably terminated. [Balance Loan Documents shall conclusively bind all of page intentionally left blankthe other Borrowers; signature page followsprovided, however, that Chemical Pioneer, and its wholly-owned Subsidiaries, shall not be bound as a Borrower with respect to any Obligations in an amount in excess of $2,500,000, in the aggregate, incurred by any Borrower with respect to (i) any Initial Draw Term Loans or (ii) any other Loans or Letters of Credit outstanding as of the Closing Date, but shall be so bound as to all other Obligations.]

Joint and Several Obligations. All Notwithstanding any other provision of this Credit Agreement, (i) each of the covenants, agreements and obligations of VOXX and EPXR as co-borrowers under Borrowers set forth in this Note and the Related Agreements (the "Obligations") Credit Agreement or in any other Loan Document shall be the joint and several obligationscovenants, agreements and the Borrower shall make payment upon the maturity obligations of the Obligations by acceleration Borrowers and any other guarantor, co-borrower, endorser or otherwiseother surety, and regardless of whether any such obligation and liability on Borrower was the part actual recipient of the proceeds of a Loan, (ii) all representations and warranties of Borrowers contained in this Credit Agreement or in any other Loan Document shall be deemed to be separately made by each Borrower shall in no way be affected by any extensions, renewals and forbearance granted by the Holder to the Borrower, failure of Holder to give either EPXR or VOXX (iii) any notice, any failure of Holder to pursue to preserve its rights against either EPXR and/or VOXXrequest, the release by Holder of any collateral now or thereafter acquired from either EPXRconsent, VOXX and/or any other subsidiary of EPXR, and such agreement by each of EPXR and VOXX to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Holder to either EPXR, VOXX, or any other subsidiary of EPXR or any collateral for the Obligations or the lack thereof. Each of EPXR and VOXX expressly waives any and all rights of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which each of EPXR and/or VOXX may now or hereafter have against the other report or other person information or entity directly or contingently liable agreement delivered by any Borrower shall be deemed for all purposes to be consented to, ratified and delivered by Borrowers. In furtherance of the Obligationsforegoing, or against or with respect to any other's property (includingBorrowers acknowledge and agree that each covenant, without limitation, any property which is collateral for the Obligations), arising from the existence or performance agreement and obligation of Borrowers in this Note, the Purchase Credit Agreement or any other Related Agreement, until all Obligations have been indefeasibly paid in full Loan Document is the joint and this Noteseveral obligation of Borrowers. Notwithstanding the foregoing, the Purchase liability of each of the Several Borrowers to the Lenders shall be limited to the sum of: (a) the obligations of such Several Borrower to the Lenders for Loans and other advances of credit made by the Lenders directly or indirectly to such Several Borrower, plus (b) the obligations of any other Borrower(s) to the Lenders to repay the principal, interest and costs of borrowed funds (the "Indirect Liability"), to the extent, but only to the extent that such other Borrower(s) has made loans, advances of credit or other contributions of cash or property, directly or indirectly to such Several Borrower. Notwithstanding any contrary provisions of ss.7.1-7.17, all loans and investments of any kind made by one Borrower to or in any other Borrower (including without limitation to or in any Several Borrower) from and after the date of this Credit Agreement shall be deemed to derive, to the maximum extent possible, from the Lenders' Loans to the lending Borrower, and shall be the other Related Agreements have been irrevocably terminated. [Balance direct liability of page intentionally left blank; signature page followsthe Borrower receiving such funds to the Lenders.]

Joint and Several Obligations. All obligations of VOXX and EPXR as co-borrowers under this Note and the Related Agreements (the "Obligations") shall be Each Borrower is accepting joint and several obligationsliability hereunder and under the other Loan Documents, the Secured Hedge Agreements and the Secured Treasury Management Agreements in consideration of the financial accommodation to be provided by the Lenders, the L/C Issuers, any Agent, Arranger or Lender or any Affiliate of any of the foregoing and the Hedge Banks under this Agreement, the other Loan Documents, the Secured Hedge Agreements and the Secured Treasury Management Agreements, for the mutual benefit, directly and indirectly, of the other Borrower and in consideration of the undertakings of the other Borrower to accept joint and several liability for such Borrower. Each Borrower jointly and severally hereby 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 Obligations, it being the intention of the parties hereto that all the Obligations shall be the joint and several obligations of each of the Borrowers without preferences or distinction between them. If and to the extent that any Borrower shall fail to make any payment with respect to any Obligation as and when due or to perform any Obligation in accordance with the terms thereof, then in each such event, the other Borrower will make such payment with respect to, or perform, such Obligation. The obligations of each Borrower under the provisions of this Section 11.22 constitute full recourse obligations of such Borrower, enforceable against it to the full extent of its properties and assets, irrespective of the validity, regularity or enforceability of this Agreement or any other circumstances whatsoever. Except as otherwise expressly provided herein, each Borrower hereby waives, to the extent permitted by applicable law, notice of acceptance of its joint and several liability. Except as otherwise expressly provided herein, each Borrower hereby waives, to the extent permitted by law, notice of any Loan made under this Agreement, notice of occurrence of any Default or Event of Default or of any demand for any payment under this Agreement, notice of any action at any time taken or omitted by any Lender under or in respect of any of the Obligations, any requirement of diligence and, generally, all demands, notices and other formalities of every kind in connection with this Agreement. Each Borrower hereby assents to, and waives notice of, to the extent permitted by applicable law, any extension or postponement of the time for the payment of any Obligation, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by any Lender at any time or times in respect of any default by the other Borrower in the performance or satisfaction of any term, covenant, condition or provision of this Agreement, any and all other indulgences whatsoever by any Lender in respect of any of the Obligations, and the Borrower shall make payment upon taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any Obligation or the maturity addition, substitution or release, in whole or in part, of the Obligations by acceleration other Borrower. Without limiting the generality of the foregoing, each Borrower assents to any other action or otherwise, and such obligation and liability delay in acting or failure to act on the part of the Borrower shall in no way be affected by any extensionsLender, renewals and forbearance granted by the Holder to the Borrower, failure of Holder to give either EPXR or VOXX any notice, any failure of Holder to pursue to preserve its rights against either EPXR and/or VOXX, the release by Holder of any collateral now or thereafter acquired from either EPXR, VOXX and/or any other subsidiary of EPXR, and such agreement by each of EPXR and VOXX to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Holder to either EPXR, VOXX, or any other subsidiary of EPXR or any collateral for the Obligations or the lack thereof. Each of EPXR and VOXX expressly waives any and all rights of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which each of EPXR and/or VOXX may now or hereafter have against the other or other person or entity directly or contingently liable for the Obligations, or against or with respect to any other's property (including, without limitation, any property failure strictly or diligently to assert any right or to pursue any remedy or to comply fully with the applicable laws or regulations thereunder which is collateral might, but for the Obligations), arising from the existence or performance provisions of this NoteSection 11.22, afford grounds for terminating, discharging or relieving such Borrower, in whole or in part, from any of its obligations under this Section 11.22, it being the intention of each Borrower that, so long as any Obligation remains unsatisfied, the Purchase Agreement obligations of such Borrower under this Section 11.22 shall not be discharged except by performance or payment and then only to the extent of such performance or payment. The obligations of each Borrower under this Section 11.22 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any Borrower or any Lender. The joint and several liability of the Borrowers hereunder shall continue in full force and effect notwithstanding any absorption, merger, amalgamation or any other Related Agreementchange whatsoever in the name, until all Obligations have been indefeasibly paid in full and membership, constitution or place of formation of any Borrower or any Lender. The provisions of this Note, Section 11.22 are made solely for the Purchase Agreement benefit of the Administrative Agent and the other Related Agreements have Secured Parties and their respective successors and assigns, and may be enforced by any such Person from time to time against any Borrower as often as occasion therefor may arise and without requirement on the part of the Administrative Agent or any other Secured Party first to marshal any of its claims or to exercise any of its rights against the other Borrower or to exhaust any remedies available to it against the other Borrower or to resort to any other source or means of obtaining payment of any Obligation or to elect any other remedy. If at any time, any payment, or any part thereof, made in respect of any Obligation, is rescinded or must otherwise be restored or returned by the Administrative Agent or any other Secured Party upon the insolvency, bankruptcy or reorganization of any Borrower, or otherwise, the provisions of this Section 11.22 will forthwith be reinstated in effect, as though such payment had not been irrevocably terminatedmade. [Balance Notwithstanding any provision to the contrary contained herein or in any other Loan Document, to the extent the joint and several obligations of page intentionally left blank; signature page followsany Borrower shall be adjudicated to be invalid or unenforceable for any reason (including because of any applicable state, provincial 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 permissible under applicable law (whether federal, state or provincial and including, without limitation, Title 11 of the United States Code, as now constituted or hereafter amended, or any other Debtor Relief Laws), after taking into account, among other things, such Borrower’s right of contribution and indemnification from each other Loan Party under applicable law.]

Joint and Several Obligations. All obligations of VOXX and EPXR as co-borrowers The Loan to Borrowers under this Note Agreement and the Related Agreements (the "Obligations") Obligations shall be constitute one joint and several obligationsgeneral obligation of each of the Borrowers and Guarantors. Each Borrower and Guarantor shall be jointly and severally liable to the Lenders for all Obligations hereunder, it being stipulated and agreed that the Loan inures to the benefit of each of the Borrowers and Guarantors, and that the Borrower shall make payment upon Lenders are relying on the maturity joint and several liability of the Obligations by acceleration or otherwise, Borrowers and such obligation Guarantors in extending credit hereunder. Each Borrower and Guarantor agrees that the joint and several liability on the part of the Borrower Borrowers and Guarantors shall in no way not be impaired or affected by any extensionsmodification, renewals and forbearance supplement, extension or amendment of any contract or agreement to which the parties thereto may hereafter agree, nor by any delay, extension of time, renewal, compromise or other indulgence granted by the Holder to the Borrower, failure of Holder to give either EPXR or VOXX any notice, any failure of Holder to pursue to preserve its rights against either EPXR and/or VOXX, the release by Holder of any collateral now or thereafter acquired from either EPXR, VOXX and/or any other subsidiary of EPXR, and such agreement by each of EPXR and VOXX to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Holder to either EPXR, VOXX, or any other subsidiary of EPXR or any collateral for the Obligations or the lack thereof. Each of EPXR and VOXX expressly waives any and all rights of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which each of EPXR and/or VOXX may now or hereafter have against the other or other person or entity directly or contingently liable for the Obligations, or against or Lenders with respect to any other's property (including, without limitation, any property which is collateral for of the Obligations), arising from the existence or performance of this Note, the Purchase Agreement or nor by any other Related Agreementagreements or arrangements whatever with the Borrowers and Guarantors, each Borrower and Guarantor hereby waiving all notice of any such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Borrower and Guarantor hereunder is direct and unconditional as to all of the Obligations hereunder, and may be enforced without requiring the Lenders first to resort to any other right, remedy or security; neither Borrower nor any Guarantor shall have any right of subrogation, reimbursement or indemnity whatsoever, nor any right of recourse to security for any of the Obligations hereunder, unless and until all of said Obligations have been indefeasibly paid in full; nothing shall discharge or satisfy the liability of either Borrower or any Guarantor hereunder except the full payment and this Note, performance of all of the Purchase Agreement Obligations; any and all present and future debts and obligations of each Borrower to the other Related Agreements have been irrevocably terminated. [Balance Borrower or any Guarantor are hereby waived and postponed in favor of page intentionally left blank; signature page followsand subordinated to the full payment and performance of all present and future obligations of the Borrowers and Guarantors to the Lenders.]

Joint and Several Obligations. All obligations of VOXX and EPXR as co-borrowers under this Note and the Related Agreements (the "Obligations") Each Borrower shall be joint jointly and several obligationsseverally liable for all the Obligations, and confirms that it will obtain a substantial benefit by the incurrence of Obligations by the other Borrower. Each Borrower shall make payment upon the maturity keep itself apprised of the Obligations by acceleration or otherwise, and such obligation and liability on the part financial condition of the other Borrower. Each Borrower shall in no way be affected by waives (a) any extensions, renewals and forbearance granted by suretyship defenses available to it under the Holder to the Borrower, failure of Holder to give either EPXR or VOXX any notice, any failure of Holder to pursue to preserve its rights against either EPXR and/or VOXX, the release by Holder of any collateral now or thereafter acquired from either EPXR, VOXX and/or any other subsidiary of EPXR, and such agreement by each of EPXR and VOXX to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Holder to either EPXR, VOXX, Bankruptcy Code or any other subsidiary of EPXR applicable law, and (b) any right to require the Sellers’ Representative to: (i) proceed against any other Borrower or any collateral other Person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. The Sellers’ Representative may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right of the Sellers’ Representative or an engaged third party to foreclose by judicial or non- judicial sale in compliance with relevant laws and regulations) without affecting any Borrower's liability. Notwithstanding any other provision of this Note or other Loan Document, until the Termination Date, each Borrower irrevocably waives all rights that it may have at law or in equity (including any law subrogating any Borrower to the rights of the Sellers’ Representative under this Note) to seek contribution, indemnification or any other form of reimbursement from any other Borrower or Seller Note Party, for any payment made by such Borrower with respect to the Obligations and all rights that it might have to benefit from, or to participate in, any security for the Obligations or as a result of any payment made by such Borrower with respect to the lack thereofObligations. Each Until the Termination Date, if any payment is made to a Borrower in contravention of EPXR this Section 8, such Borrower shall hold such payment in trust for the Sellers’ Representative and VOXX expressly waives any and all rights of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which each of EPXR and/or VOXX may now or hereafter have against such payment shall be promptly delivered to the other or other person or entity directly or contingently liable Sellers’ Representative for application to the Obligations, whether matured or against or with respect to any other's property (including, without limitation, any property which is collateral for the Obligations), arising from the existence or performance of this Note, the Purchase Agreement or any other Related Agreement, until all Obligations have been indefeasibly paid in full and this Note, the Purchase Agreement and the other Related Agreements have been irrevocably terminatedunmatured. [Balance of page intentionally left blank; signature page follows9.]

Joint and Several Obligations. All obligations of VOXX and EPXR as co-borrowers (a) At all times during which there is more than one (1) Seller under this Note and Agreement, the Related Agreements (the "Obligations") liability of each Seller shall be joint and several obligationsand the joint and several obligations of each Seller under the Repurchase Documents (a) (i) shall be absolute and unconditional and shall remain in full force and effect (or be, reinstated) until all the Obligations shall have been paid in full and the expiration of any applicable preference or similar period pursuant to any bankruptcy, insolvency, reorganization, moratorium or similar law, or at law or in equity, without any claim having been made before the expiration of such period asserting an interest in all or any part of any payment(s) received by the Buyer, and (ii) until such payment has been made, shall not be discharged, affected, modified or impaired on the Borrower shall make payment upon the maturity happening from time to time of any event, including, without limitation, any of the Obligations by acceleration following, whether or otherwise, and such obligation and liability on not with notice to or the part consent of the Borrower shall in no way be affected by any extensions, renewals and forbearance granted by the Holder to the Borrower, failure of Holder to give either EPXR or VOXX any notice, any failure of Holder to pursue to preserve its rights against either EPXR and/or VOXXSeller, the release by Holder of any collateral now or thereafter acquired from either EPXR, VOXX and/or any other subsidiary of EPXR, and such agreement by each of EPXR and VOXX to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Holder to either EPXR, VOXX, or any other subsidiary of EPXR or any collateral for the Obligations Guarantor or the lack thereof. Each of EPXR and VOXX expressly waives any and all rights of subrogationPledgor, reimbursement(A) the waiver, indemnitycompromise, exonerationsettlement, contribution release, termination or any other claim which each of EPXR and/or VOXX may now or hereafter have against the other or other person or entity directly or contingently liable for the Obligations, or against or with respect to any other's property amendment (including, without limitation, any property which is collateral extension or postponement of the time for the Obligations), arising from the existence payment or performance or renewal or refinancing) of this Noteany or all of the obligations or agreements of any Seller, the Purchase Guarantor or the Pledgor under the Repurchase Agreement or any Repurchase Document, (B) the failure to give notice to any Seller, the Guarantor or the Pledgor of the occurrence of an Event of Default under any of the Repurchase Documents, (C) the release, substitution or exchange by the Buyer of any or all of the Purchased Items (whether with or without consideration) or the acceptance by the Buyer of any additional collateral or the availability or claimed availability of any other Related Agreementcollateral or source of repayment or any nonperfection or other impairment of collateral, (D) the release of any Person primarily or secondarily liable for all or any part of the Obligations, whether by the Buyer or in connection with any voluntary or involuntary liquidation, dissolution, receivership, insolvency, bankruptcy, assignment for the benefit of creditors or similar event or proceeding affecting any or all of any Seller, the Guarantor, the Pledgor or any other Person who, or any of whose Property, shall at the time in question be obligated in respect of the Obligations or any part thereof, or (E) to the extent permitted by Applicable Law, any other event, occurrence, action or circumstance that would, in the absence of this Section 25, result in the release or discharge of any or all of any Seller from the performance or observance of any obligation, covenant or agreement contained in the Repurchase Agreement or the Repurchase Documents; (b) each Seller expressly agrees that the Buyer shall not be required first to initiate any suit or to exhaust its remedies against any Seller, the Guarantor, the Pledgor or any other Person to become liable, or against any of the Purchased Items or the Equity Interests, in order to enforce this Repurchase Agreement or the Repurchase Documents and each Seller, the Guarantor and the Pledgor expressly agree that, notwithstanding the occurrence of any of the foregoing, each Seller shall be and remain directly and primarily liable for all sums due under the Repurchase Agreement or any of the Repurchase Documents; and, (c) on disposition by the Buyer of any Property encumbered by any Purchased Items, each Seller shall be and shall remain jointly and severally liable for any deficiency. (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 Section 25(b) shall in no respect limit the obligations and liabilities of any Seller to the 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 Buyer, the paying Seller shall not be entitled to be subrogated to any of the rights of the Buyer against any other Seller or any collateral security or guarantee or right of offset held by the 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 Obligations amounts owing to the 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 indefeasibly paid in full full, such amount shall be held by the paying Seller in trust for the Buyer, segregated from other funds of the paying Seller, and this Noteshall, forthwith upon receipt by the Purchase Agreement and paying Seller, be turned over to the other Related Agreements have been irrevocably terminated. [Balance of page intentionally left blank; signature page followsBuyer in the exact form received by the paying Seller (duly indorsed by the paying Seller to the Buyer, if required), to be applied against amounts owing to the Buyer by the Sellers under the Repurchase Documents, whether matured or unmatured, in such order as the Buyer may determine in its discretion.]"

Joint and Several Obligations. (a) All obligations of VOXX and EPXR as co-borrowers under this Note and the Related Agreements (the "Obligations") Obligations shall be joint and several obligationsseveral, and the each Borrower shall make payment upon the maturity of the Obligations by acceleration or otherwise, and such obligation and liability on the part of the each Borrower shall in no way be affected by any extensions, renewals and forbearance granted by the Holder Agent, any Lender or the Issuer to the any Borrower, failure of Holder the Agent, any Lender or the Issuer to give either EPXR any Borrower notice of borrowing or VOXX any other notice, any failure of Holder the Agent, any Lender or the Issuer to pursue to or preserve its rights against either EPXR and/or VOXXany Borrower, the release by Holder the Agent, any Lender or the Issuer of any collateral Collateral now or thereafter acquired from either EPXR, VOXX and/or any other subsidiary of EPXRBorrower, and such agreement by each of EPXR and VOXX Borrower to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Holder the Agent, any Lender or the Issuer to either EPXR, VOXX, the other Borrowers or any other subsidiary of EPXR or any collateral Collateral for the such Borrower’s Obligations or the lack thereof. Each Borrower waives all suretyship defenses. Without limiting the generality of EPXR the foregoing, each of the Borrowers hereby acknowledges and VOXX expressly waives agrees that any and all rights actions, inactions or omissions by any one or more, or all, of subrogationthe Borrowers in connection with, reimbursementrelated to or otherwise affecting this Agreement or any of the other Loan Documents are the Obligations of, indemnityand inure to and are binding upon, exonerationeach and all of the Borrowers, contribution jointly and severally. Each covenant, agreement, obligation, representation and warranty of the Borrowers contained herein constitutes the joint and several undertaking of each Borrower. (b) Each Borrower acknowledges that the Obligations of such Borrower undertaken herein might be construed to consist, at least in part, of the guaranty of Obligations of the other Borrowers and, in full recognition of that fact, each Borrower consents and agrees that the Agent and the Lenders may, at any time and from time to time, without notice or demand, whether before or after any actual or purported termination, repudiation or revocation of this Agreement by any Borrower, and without affecting the enforceability or continuing effectiveness hereof as to such Borrower: (i) supplement, restate, modify, amend, increase, decrease, extend, renew or otherwise change the time for payment or the terms of this Agreement or any part thereof, including any increase or decrease of the rate(s) of interest thereon; (ii) supplement, restate, modify, amend, increase, decrease or waive, or enter into or give any agreement, approval or consent with respect to, this Agreement or any part thereof, or any of the Loan Documents, or any condition, covenant, default, remedy, right, representation or term thereof or thereunder; (iii) accept partial payments; (iv) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer or enforce any security or guarantees, and apply any security and direct the order or manner of sale thereof as the Agent, in its sole and absolute discretion may determine; (v) release any Person from any personal liability with respect to this Agreement or any part thereof; (vi) settle, release on terms satisfactory to the Agent or by operation of applicable law or otherwise liquidate or enforce any security or guaranty in any manner, consent to the transfer of any security and bid and purchase at any sale; or (vii) consent to the merger, change or any other claim which each restructuring or termination of EPXR and/or VOXX may now the corporate or hereafter have against the other or other person or entity directly or contingently liable for the Obligationspartnership existence of any Borrower, or against any other Person, and correspondingly restructure the Obligations evidenced hereby, and any such merger, change, restructuring or termination shall not affect the liability of any Borrower or the continuing effectiveness hereof, or the enforceability hereof with respect to all or any other's property part of the Obligations evidenced hereby. (includingc) Each Borrower states and acknowledges that: (w) pursuant to this Agreement, without limitationthe Borrowers desire to utilize their borrowing potential on a Consolidated basis to the same extent possible as if they were merged into a single corporate entity and that this Agreement reflects the establishment of credit facilities which would not otherwise be available to such Borrower if each Borrower were not jointly and severally liable for payment of the Obligations; (x) it has determined that it will benefit specifically and materially from the advances of credit contemplated by this Agreement; (y) it is both a condition precedent to the Obligations of the Agent and the Lenders hereunder and a desire of the Borrowers that each Borrower execute and deliver to the Agent and the Lenders this Agreement; and (z) the Borrowers have requested and bargained for the structure and terms of and security for the advances contemplated by this Agreement. Each Borrower agrees if such Xxxxxxxx’s joint and several liability hereunder, or if any property Liens securing such joint and several liability, would, but for the application of this Section 14.2, be unenforceable under applicable law, such joint and several liability and each such Lien shall be valid and enforceable to the maximum extent that would not cause such joint and several liability or such Lien to be unenforceable under applicable law, and such joint and several liability and such Lien shall be deemed to have been automatically amended accordingly at all relevant times. (d) To the extent that any Borrower shall, under this Agreement as a joint and several obligor, repay any of the Obligations constituting Loans or Advances made to another Borrower hereunder or other Obligations incurred directly and primarily by any other Borrower (an “Accommodation Payment”), then the Borrower making such Accommodation Payment shall be entitled to contribution and indemnification from, and, be reimbursed by, each of the other Borrowers in an amount, for each of such other Borrowers, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower’s “Allocable Amount” (as defined below) and the denominator of which is collateral 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 (A) 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”), (B) leaving such Borrower with unreasonably small capital or assets, within the meaning of Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code, Section 4 of the UFTA, or (C) leaving such Borrower unable to pay its debts as they become due within the meaning of Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA. All rights and claims of contribution, indemnification and reimbursement under this Section shall be subordinate in right of payment to the prior payment in full of the Obligations), arising from the existence or performance . The provisions of this NoteSection shall, to the Purchase Agreement or extent expressly inconsistent with any other Related Agreementprovision in any Loan Document, until all Obligations have been indefeasibly paid in full and this Note, the Purchase Agreement and the other Related Agreements have been irrevocably terminated. [Balance of page intentionally left blank; signature page followssupersede such inconsistent provision.]

Joint and Several Obligations. All obligations (a) Each Distribution Borrower agrees that the covenants and agreements of VOXX the Distribution Borrowers and EPXR as co-borrowers under each of them contained in this Note Agreement and the Related Agreements (the "Obligations") any related document shall be joint and several obligations, and the Borrower shall make payment upon the maturity obligations of such parties unless otherwise specifically set forth herein or therein in consideration of the Obligations financial accommodation to be provided by Lender hereunder for the mutual benefit, directly and indirectly, of each of the Distribution Borrowers and in consideration of the undertakings of each of the Distribution Borrowers to accept joint and several liability for the obligations of each of them hereunder. Each of the Distribution Borrowers, jointly and severally, hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Distribution Borrowers with respect to the payment and performance of all of the obligations of the Distribution Borrowers and each of them arising under this Agreement and related documents, it being the intention of the parties hereto that all such obligations shall be the joint and several obligations of each of the Distribution Borrowers without preferences or distinction among them. Distribution Borrowers and each of them, jointly and severally, irrevocably, absolutely and unconditionally guarantee(s) prompt payment of all obligations of the Distribution Borrowers and each of them under this Agreement, the applicable Notes and any document executed in connection herewith in full when due, whether by acceleration or otherwise, and waive(s) any right to require that any action be brought against the other Distribution Borrowers or any guarantor of such obligation obligations and liability on the part any right to require that resort be had to any security for payment of the such obligations and waive(s) any other defenses available to a surety or guarantor under applicable law. Each Distribution Borrower shall in no way be affected by any extensionsliable under this Agreement and applicable Notes for the maximum amount of such liability that can be incurred without rendering this Agreement or such Notes, renewals and forbearance granted by the Holder as they relate to the such Distribution Borrower, failure of Holder voidable under applicable law relating to give either EPXR fraudulent conveyance or VOXX any notice, any failure of Holder to pursue to preserve its rights against either EPXR and/or VOXX, the release by Holder of any collateral now or thereafter acquired from either EPXR, VOXX and/or any other subsidiary of EPXRfraudulent transfer, and such agreement by not for any greater amount. (b) Each Fulfillment Borrower agrees that the covenants and agreements of the Fulfillment Borrowers and each of EPXR them contained in this Agreement and VOXX any related document shall be joint and several obligations of such parties unless otherwise specifically set forth herein or therein in consideration of the financial accommodation to pay upon any notice issued pursuant thereto is unconditional and unaffected be provided by prior recourse by Holder to either EPXR, VOXX, or any other subsidiary of EPXR or any collateral Lender hereunder for the Obligations or mutual benefit, directly and indirectly, of each of the lack thereofFulfillment Borrowers and in consideration of the undertakings of each of the Fulfillment Borrowers to accept joint and several liability for the obligations of each of them hereunder. Each of EPXR the Fulfillment Borrowers, jointly and VOXX expressly waives any severally, hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Fulfillment Borrowers with respect to the payment and performance of all rights of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which the obligations of the Fulfillment Borrowers and each of EPXR and/or VOXX may now them arising under this Agreement and related documents, it being the intention of the parties hereto that all such obligations shall be the joint and several obligations of each of the Fulfillment Borrowers without preferences or hereafter have distinction among them. Fulfillment Borrowers and each of them, jointly and severally, irrevocably, absolutely and unconditionally guarantee(s) prompt payment of all obligations of the Fulfillment Borrowers and each of them under this Agreement, the applicable Notes and any document executed in connection herewith in full when due, whether by acceleration or otherwise, and waive(s) any right to require that any action be brought against the other Fulfillment Borrowers or any guarantor of such obligations and any right to require that resort be had to any security for payment of the such obligations and waive(s) any other person defenses available to a surety or entity directly or contingently guarantor under applicable law. Each Fulfillment Borrower shall be liable under this Agreement and applicable Notes for the Obligations, or against or with respect to any other's property (including, maximum amount of such liability that can be incurred without limitation, any property which is collateral for the Obligations), arising from the existence or performance of rendering this Note, the Purchase Agreement or such Notes, as they relate to such Fulfillment Borrower, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any other Related Agreement, until all Obligations have been indefeasibly paid in full and this Note, the Purchase Agreement and the other Related Agreements have been irrevocably terminated. [Balance of page intentionally left blank; signature page followsgreater amount.]

Joint and Several Obligations. (a) All obligations of VOXX and EPXR as co-borrowers Obligations under this Note Agreement that are stated under this Agreement to be Obligations of both Borrowers, including their Obligations in respect of the Revolving Credit Loans, Swingline Loans and Letters of Credit (but excluding, for the Related Agreements (avoidance of doubt, the "Obligations") Term Loans and any Incremental Term Loans), shall be joint and several Obligations of each Borrower (such Obligations, “Joint and Several Obligations”). Anything contained in this Agreement and the other Loan Documents to the contrary notwithstanding, the Obligations of each Borrower hereunder, solely with respect to the Joint and Several Obligations and to the extent that such Borrower did not receive proceeds of Revolving Credit Loans from any Borrowing hereunder, in any action or proceeding involving any state corporate, limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the Obligations of such Borrower would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under this Section 2.21(a) in respect of such Obligations, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Borrower or any other person, be automatically limited and reduced to the highest amount (after giving effect to any right of contribution) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding. (b) Each Borrower hereby agrees that until the payment and satisfaction in full in cash of all Obligations (other than those described in clause (b) of the definition thereof or contingent obligations, in each case, not then due and payable) and the Borrower shall make payment upon the maturity expiration and termination of the Obligations Commitments of the Lenders under this Agreement it shall not exercise any direct or indirect right or remedy arising as a result of such Joint and Several Obligations, whether by acceleration subrogation or otherwise, against the other Borrower or any other Guarantor. (c) Each Borrower hereby agrees that to the extent that a Borrower shall have paid more than its proportionate share of any payment made hereunder in respect of Joint and Several Obligations, such obligation Borrower shall be entitled to seek and liability on receive contribution from and against the part other Borrower. Each Borrower’s right of contribution shall be subject to the Borrower terms and conditions of Section 2.21(b). The provisions of this Section 2.21(c) shall in no way be affected by any extensions, renewals respect limit the obligations and forbearance granted by the Holder liabilities of either Borrower to the Borrower, failure of Holder to give either EPXR or VOXX any notice, any failure of Holder to pursue to preserve its rights against either EPXR and/or VOXXAdministrative Agent, the release by Holder of any collateral now or thereafter acquired from either EPXRIssuing Lenders, VOXX and/or any other subsidiary of EPXRthe Swingline Lender and the Lenders, and such agreement each Borrower shall remain liable to the Administrative Agent, the Issuing Lenders, the Swingline Lender and the Lenders for the full amount of all Joint and Several Obligations. (d) The Joint and Several Obligations of the Borrowers, to the fullest extent permitted by each applicable Law, are absolute, irrevocable and unconditional, joint and several, irrespective of EPXR the value, genuineness, validity, regularity or enforceability of the Joint and VOXX to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Holder to either EPXR, VOXXSeveral Obligations, or any substitution, release or exchange of any guarantee of or security for any of the Joint and Several Obligations, and, irrespective of any other subsidiary circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of EPXR a surety or guarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any collateral for one or more of the Obligations following shall not alter or impair the lack thereof. Each liability of EPXR the Borrowers hereunder which shall remain absolute, irrevocable and VOXX expressly waives unconditional under any and all rights circumstances as described above: (i) at any time or from time to time, without notice to the Borrowers, to the extent permitted by applicable law, the time for any performance of subrogation, reimbursement, indemnity, exoneration, contribution or compliance with any other claim which each of EPXR and/or VOXX may now or hereafter have against the other or other person or entity directly or contingently liable for the ObligationsJoint and Several Obligations shall be extended, or against such performance or with respect to compliance shall be waived; (ii) any other's property (including, without limitation, of the acts mentioned in any property which is collateral for of the Obligations), arising from the existence or performance provisions of this Note, the Purchase Agreement or any other Related Agreementagreement or instrument referred to herein or therein shall be done or omitted; (iii) the maturity of any of the Joint and Several Obligations shall be accelerated, until or any of the Joint and Several Obligations shall be amended in any respect, or any right under the Loan Documents or any other agreement or instrument referred to herein or therein shall be amended or waived in any respect or any guarantee of any of the Joint and Several Obligations or except as permitted pursuant to Section 9.02, any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; (iv) any Lien or security interest granted to, or in favor of, an Issuing Lender, any Lender or the Administrative Agent as security for any of the Joint and Several Obligations shall fail to be perfected; or (v) the release of any other Guarantor pursuant to Section 9.02 or otherwise. To the extent permitted by applicable law, each Borrower hereby expressly waives diligence, presentment, demand of payment, protest and all Obligations have been indefeasibly paid in full notices whatsoever, and this Noteany requirement that any Secured Party exhaust any right, the Purchase Agreement and power or remedy or proceed against the other Related Agreements have been irrevocably terminatedBorrower under this Agreement or any other agreement or instrument referred to herein or therein, or against any person under any other guarantee of, or security for, any of the Joint and Several Obligations. [Balance The Borrowers waive, to the extent permitted by Law, any and all notice of page intentionally left blank; signature page followsthe creation, renewal, extension, waiver, termination or accrual of any of the Joint and Several Obligations. The Borrowers’ Joint and Several Obligations shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against the Borrowers or either of them or against any other person which may be or become liable in respect of all or any part of the Joint and Several Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto.]

Joint and Several Obligations. All obligations of VOXX Each Borrower hereby unconditionally and EPXR as co-borrowers irrevocably agrees it is jointly and severally liable to the Administrative Agent and the Lenders for the Obligations arising under this Note Agreement and the Related Agreements (Loan Documents, including those amounts due under Sections 9.1, 9.4 and 11.5. In furtherance thereof, each Borrower agrees that wherever in this Agreement it is provided that a Borrower is liable for a payment, such obligation is the "Obligations") shall be joint and several obligationsobligation of each Borrower. Each Borrower acknowledges and agrees that its joint and several liability under this Agreement and the Loan Documents is absolute and unconditional and shall not in any manner be affected or impaired by any acts or omissions whatsoever by the Administrative Agent or the Lenders. Each Borrower’s liability for the Obligations arising under this Agreement and the Loan Documents shall not in any manner be impaired or affected by who receives or uses the proceeds of the Loans, Letters of Credit or other extensions of credit or for what purpose the proceeds are used, and each Borrower waives notice of borrowing requests issued by, and loans made to, other Borrowers. Each Borrower hereby agrees not to exercise or enforce any right of exoneration, contribution, reimbursement, recourse or subrogation available to such Borrower against any party liable for payment under this Agreement and the Loan Documents unless and until the Facility Termination Date. Each Borrower’s joint and several liability hereunder with respect to the Obligations shall, to the fullest extent permitted by applicable law, be the unconditional liability of such Borrower shall make payment upon irrespective of (i) the maturity validity, enforceability, avoidance or subordination of any of the Obligations by acceleration or otherwise, and such obligation and liability on the of any other document evidencing all or any part of the Borrower shall in no way be affected Obligations, (ii) the absence of any attempt to collect any of the Obligations from any other Loan Party or any Collateral or other security therefor, or the absence of any other action to enforce the same, (iii) the amendment, modification, waiver, consent, extension, forbearance or granting of any indulgence by Administrative Agent or any Lender with respect to any provision of any instrument executed by any extensionsother Loan Party evidencing or securing the payment of any of the Obligations, renewals or any other agreement now or hereafter executed by any other Loan Party and forbearance granted delivered to Administrative Agent or any Lender, (iv) the failure by Administrative Agent to take any steps to perfect or maintain the Holder to the Borrowerperfected status of its security interest in or Lien upon, failure of Holder to give either EPXR or VOXX any notice, any failure of Holder to pursue to preserve its rights against either EPXR and/or VOXXto, any of the Collateral or other security for the payment or performance of any of the Obligations or Administrative Agent’s release of any Collateral or of its Liens upon any Collateral, (v) the release by Holder or compromise, in whole or in part, of the liability of any collateral now other Loan Party for the payment of any of the Obligations, (vi) any increase in the amount of the Obligations beyond any limits imposed herein or thereafter acquired from either EPXRin the amount of any interest, VOXX and/or fees or other charges payable in connection therewith, in each case, if consented to by any other subsidiary of EPXR, and such agreement by each of EPXR and VOXX to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Holder to either EPXR, VOXXBorrower, or any decrease in the same, or (vii) any other subsidiary circumstance that might constitute a legal or equitable discharge or defense of EPXR any Loan Party. After the occurrence and during the continuance of any Event of Default, Administrative Agent may proceed directly and at once, without notice to either Borrower, against any or all of Loan Parties to collect and recover all or any collateral for the Obligations or the lack thereof. Each part of EPXR and VOXX expressly waives any and all rights of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which each of EPXR and/or VOXX may now or hereafter have against the other or other person or entity directly or contingently liable for the Obligations, without first proceeding against any other Loan Party or against any Collateral or other security for the payment or performance of any of the Obligations, and each Borrower waives any provision that might otherwise require Administrative Agent under applicable law to pursue or exhaust its remedies against any Collateral or other Loan Party before pursuing such Borrower or its Property. Each Borrower consents and agrees that Administrative Agent shall be under no obligation to marshal any assets in favor of any Loan Party or against or with respect to in payment of any other's property (including, without limitation, any property which or all of the Obligations. This Agreement is collateral entered into between us for the Obligationsuses and purposes hereinabove set forth as of the date first above written. Turning Point Brands, Inc. By /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Senior Vice President and Chief Financial Officer North Atlantic Trading Company, Inc. By /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Senior Vice President and Chief Financial Officer Intrepid Brands, LLC NATC Holding Company, Inc. National Tobacco Company, L.P. National Tobacco Finance Corporation North Atlantic Operating Company, Inc. North Atlantic Cigarette Company, Inc. RBJ Sales, Inc. Smoke Free Technologies Inc. Xxxxxx, Inc. Turning Point Brands, LLC By /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Senior Vice President and Chief Financial Officer Fifth Third Bank, an Ohio banking corporation, as a Lender, as L/C Issuer, and as Administrative Agent By /s/ Xxxxxxx Xxxxxxxxx Name Xxxxxxx Xxxxxxxxx Title Senior Vice President Capital One, National Association, as a Lender and as Syndication Agent By /s/ Xxxxx X. Xxxxxxx Name Xxxxx X. Xxxxxxx Title Director Regions Bank, as a Lender and as Documentation Agent By /s/ Meera Patez Name Meera Patez Title Director PBI Bank, Inc. as a Lender By /s/ Xxxxxx X. Xxxxxx Name Xxxxxx X. Xxxxxx Title Executive Vice President Trustmark National Bank, as a Lender By /s/ Xxxxxxx Xxxxx Name Xxxxxxx Xxxxx Title Senior Vice President HMS Income Fund, as a Lender By /s/ Xxxxxxxxx Paloma Name Xxxxxxxxx Paloma Title Authorized Agent Main Street Capital Corporation, as a Lender By /s/ Xxxx Xxxxxxx Name Xxxx Xxxxxxx Title Managing Director I-45 SPV LLC, as a Lender By /s/ Xxxx Xxxxxxxxx Name Xxxx Xxxxxxxxx Title Principal To: [Name of Lender] [Address] Attention: Reference is made to the First Lien Credit Agreement, dated as of February 17, 2017, by and among Turning Point Brands, Inc., a Delaware corporation (“Turning Point”), arising from the existence or performance of this Noteand North Atlantic Trading Company, Inc., a Delaware corporation (“NATC” and together with Turning Point, the Purchase “Borrowers”), the Guarantors party thereto, the Lenders party thereto, and Fifth Third Bank, an Ohio banking corporation, as Administrative Agent and L/C Issuer (as amended, restated, modified or supplemented from time to time, the “Credit Agreement”). Capitalized terms used herein and not defined herein have the meanings assigned to them in the Credit Agreement. [The Borrowers have failed to pay their Reimbursement Obligation in the amount of $__________. Your Revolver Percentage of the unpaid Reimbursement Obligation is $_____________] or [__________________________ has been required to return a payment by the Borrowers of a Reimbursement Obligation in the amount of $_______________. Your Revolver Percentage of the returned Reimbursement Obligation is $_______________.] Very truly yours, Fifth Third Bank, as L/C Issuer By Name Title To: Fifth Third Bank, as Administrative Agent under, and the Lenders party to, the Credit Agreement or any other Related described below Ladies and Gentlemen: Reference is made to the First Lien Credit Agreement, until all Obligations have been indefeasibly paid in full dated as of February 17, 2017, by and this Noteamong Turning Point Brands, Inc., a Delaware corporation (“Turning Point”), and North Atlantic Trading Company, Inc., a Delaware corporation (“NATC” and together with Turning Point, the Purchase Agreement “Borrowers”), the Guarantors party thereto, the Lenders party thereto, and Fifth Third Bank, an Ohio banking corporation, as Administrative Agent and L/C Issuer (as amended, restated, modified or supplemented from time to time, the other Related Agreements “Credit Agreement”). Capitalized terms used herein and not defined herein have been irrevocably terminatedthe meanings assigned to them in the Credit Agreement. The undersigned, as agent for the Borrowers, hereby gives you notice irrevocably, pursuant to Section 2.5 of the Credit Agreement, of the Borrowing specified below: 1. The Business Day of the proposed Borrowing is ___________, 20__. 2. The aggregate amount of the proposed Borrowing is $______________. 3. The Borrowing is being advanced under the [Balance Revolving] [Priority Term] [Second Out Term] Credit. 4. The Borrowing is to be comprised of page intentionally left blank; signature page follows$___________ of [Base Rate] [Eurodollar] Loans.]

Joint and Several Obligations. All obligations a. Seller hereby acknowledges and agrees that (i) Seller shall be jointly and severally liable with the sellers under each Other Repurchase Agreement to Buyer to the maximum extent permitted by Requirements of VOXX Law for all Repurchase Obligations and EPXR as co-borrowers under this Note and all Other Facility Repurchase Obligations, (ii) the Related Agreements liability of Seller (the "Obligations"A) shall be joint absolute and several obligationsunconditional and shall remain in full force and effect (or be reinstated) until all Repurchase Obligations and all Other Facility Repurchase Obligations shall have been paid in full and the expiration of any applicable preference or similar period pursuant to any Insolvency Law, or at law or in equity, without any claim having been made before the expiration of such period asserting an interest in all or any part of any payment(s) received by Buyer, and (B) until such payment has been made, shall not be discharged, affected, modified or impaired on the Borrower shall make payment upon the maturity occurrence from time to time of any event, including any of the following, whether or not with notice to or the consent of Seller, (1) the waiver, compromise, settlement, release, modification, supplementation, termination or amendment (including any extension or postponement of the time for payment or performance or renewal or refinancing) of any of the Repurchase Obligations, Repurchase Documents, any Other Facility Repurchase Obligations or “Repurchase Documents” (as defined in the Kensington Repurchase Agreement) or the “Facility Documents” (as defined in the Gloss Loan Agreement), (2) the failure to give notice to Seller of the occurrence of an Event of Default, (3) the release, substitution or exchange by acceleration Buyer of any Purchased Asset or otherwise“Purchased Asset” (as defined in the Kensington Repurchase Agreement) or “Pledged Asset” (as defined in the Gloss Loan Agreement) (whether with or without consideration) or the acceptance by Buyer of any additional collateral or the availability or claimed availability of any other collateral or source of repayment or any nonperfection or other impairment of collateral, and such obligation and liability on (4) the release of any Person primarily or secondarily liable for all or any part of the Borrower shall Repurchase Obligations or any Other Facility Repurchase Obligations, whether by Buyer or in no way be affected by connection with any extensions, renewals and forbearance granted by the Holder to the Borrower, failure of Holder to give either EPXR or VOXX any noticeInsolvency Proceeding affecting Seller, any failure of Holder to pursue to preserve its rights against either EPXR and/or VOXX, seller under the release by Holder of any collateral now or thereafter acquired from either EPXR, VOXX and/or any other subsidiary of EPXR, and such agreement by each of EPXR and VOXX to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Holder to either EPXR, VOXXOther Repurchase Agreement, or any other subsidiary of EPXR Person who, or any collateral for of whose property, shall at the time in question be obligated in respect of the Repurchase Obligations, any Other Facility Repurchase Obligations or any part thereof, (5) the lack thereof. Each sale, exchange, waiver, surrender or release of EPXR any Purchased Asset, “Purchased Asset” (as defined in the Kensington Repurchase Agreement), guarantee or other collateral by Buyer, “Pledged Asset” (as defined in the Gloss Loan Agreement), (6) the failure of Buyer to protect, secure, perfect or insure any Lien at any time held by Buyer as security for amounts owed by Seller or any seller under the Other Repurchase Agreement, or (7) to the extent permitted by Requirements of Law, any other event, occurrence, action or circumstance that would, in the absence of this Section 18.27, result in the release or discharge Seller from the performance or observance of any Repurchase Obligation or any seller from the performance or observance of any Other Facility Repurchase Obligation, (iii) Buyer shall not be required first to initiate any suit or to exhaust its remedies against Seller, any seller under the Other Repurchase Agreement or any other Person to become liable, or against any of the Purchased Assets or “Purchased Assets” (as defined in the Kensington Repurchase Agreement) or “Pledged Assets” (as defined in the Gloss Loan Agreement), in order to enforce the Repurchase Documents and VOXX the “Repurchase Documents” (as defined in the Kensington Repurchase Agreement) or the “Facility Documents” (as defined in the Gloss Loan Agreement) and Seller expressly agrees that, notwithstanding the occurrence of any of the foregoing, Seller shall be and remain directly and primarily liable for all sums due under any of the Repurchase Documents and the “Repurchase Documents” (as defined in the Kensington Repurchase Agreement) or the “Facility Documents” (as defined in the Gloss Loan Agreement), (iv) when making any demand hereunder against Seller or any of the Purchased Assets, Buyer may, but shall be under no obligation to, make a similar demand on any seller under the Other Repurchase Agreement, or otherwise pursue such rights and remedies as it may have against any seller under the Other Repurchase Agreement 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 make any such demand, file suit or otherwise pursue such other rights or remedies or to collect any payments from any such other 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 any such other seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve Seller if a demand or collection is not made and shall not release Seller of its 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 (as used herein, the term “demand” shall include the commencement and continuation of legal proceedings), (v) on disposition by Buyer of any property encumbered by any Purchased Assets or “Purchased Assets” (as defined in the Kensington Repurchase Agreement) or “Pledged Assets” (as defined in the Gloss Loan Agreement), Seller shall be and shall remain jointly and severally liable for any deficiency, (vi) Seller waives (A) any and all rights notice of subrogationthe creation, reimbursementrenewal, indemnity, exoneration, contribution extension or accrual of any amounts at any time owing to Buyer by any other claim which each seller under the “Repurchase Documents” (as defined in the Kensington Repurchase Agreement) or the “Facility Documents” (as defined in the Gloss Loan Agreement) and notice of EPXR and/or VOXX may now or hereafter proof of reliance by Buyer upon Seller or acceptance of the obligations of Seller under this Section 18.27, and all such amounts, and any of them, shall conclusively be deemed to have against been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the obligations of Seller under this Agreement, and all dealings between Seller, on the one hand, and Buyer, on the other hand, likewise shall be conclusively presumed to have been had or other person consummated in reliance upon the obligations of Seller under this Agreement and the Other Repurchase Agreement, and (B) diligence, presentment, protest, demand for payment and notice of default or entity directly nonpayment to or contingently liable for the Obligations, or against or upon Seller with respect to any other's property (including, without limitation, amounts at any property which is collateral for time owing to Buyer by Seller under the Obligations), arising from the existence or performance of this Note, the Purchase Agreement Repurchase Documents or any other Related seller under the “Repurchase Documents” (as defined in the Kensington Repurchase Agreement) or the “Facility Documents” (as defined in the Gloss Loan Agreement), and (vii) Seller shall continue to be liable under this Section 18.27 without regard to (A) the validity, regularity or enforceability of any other provision of this Agreement, until all Obligations have been indefeasibly paid the Other Repurchase Agreement, any other Repurchase Document or any other “Repurchase Document” (as defined in full the Kensington Repurchase Agreement) or the “Facility Documents” (as defined in the Gloss Loan Agreement), any amounts at any time owing to Buyer by Seller under the Repurchase Documents or any seller under the “Repurchase Documents” (as defined in the Kensington Repurchase Agreement) or the “Facility Documents” (as defined in the Gloss Loan Agreement), 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 (iii) 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 any seller under the “Repurchase Documents” (as defined in the Kensington Repurchase Agreement) or the “Facility Documents” (as defined in the Gloss Loan Agreement), in bankruptcy or in any other instance. b. Seller shall remain fully obligated under this Agreement 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” (as defined in any Kensington Repurchase Agreement) or the “Facility Documents” (as defined in the Gloss Loan Agreement) may be rescinded by Buyer and any the payment of any such amounts may be continued, and the 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 (including any extension or postponement of the time for payment or performance or renewal or refinancing of any Other Facility Repurchase Obligation), and this NoteAgreement, the Purchase Other Repurchase Agreements, the Repurchase Documents, the “Repurchase Documents” (as defined in the Kensington Repurchase Agreement) or the “Facility Documents” (as defined in the Gloss Loan Agreement) 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 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 or any seller under the “Repurchase Documents” (as defined in the Kensington Repurchase Agreement) or the “Facility Documents” (as defined in the Gloss Loan Agreement) 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 by sellers under the “Repurchase Documents” (as defined in the Kensington Repurchase Agreement) or the “Facility Documents” (as defined in the Gloss Loan Agreement), or any property subject thereto. c. The Repurchase Obligations and all Other Facility Repurchase Obligations are full recourse obligations to Seller, and Seller hereby forever waives, demises, acquits and discharges any and all defenses, and shall at no time assert or allege any defense, to the contrary. d. Anything herein or in any other Repurchase Document to the contrary notwithstanding, the maximum liability of Seller hereunder in respect of the liabilities of the sellers under each Other Repurchase Agreement and the other Related Agreements have been irrevocably terminated. [Balance “Repurchase Documents” (as defined in the Kensington Repurchase Agreement) or the “Facility Documents” (as defined in the Gloss Loan Agreement) shall in no event exceed the amount which can be guaranteed by Seller under applicable federal and state laws relating to the insolvency of page intentionally left blank; signature page followsdebtors.]

Joint and Several Obligations. All obligations of VOXX Each Borrower acknowledges that it is jointly and EPXR as co-borrowers under this Note and the Related Agreements (the "Obligations") shall be joint and several obligations, and the Borrower shall make payment upon the maturity severally liable for all of the Obligations and as a result hereby unconditionally guaranties the full and prompt payment when due, whether at maturity or earlier, by reason of acceleration or otherwise, and at all times thereafter, of all indebtedness, liabilities and obligations of every kind and nature of each other Borrower to Agent and Lenders and, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, joint or several, now or hereafter existing, or due or to become due, and howsoever owned, held or acquired by Agent or any Lender. Each Borrower agrees that if this guaranty, or any Liens securing this guaranty, would, but for the application of this sentence, be unenforceable under applicable law, this guaranty and each such obligation Lien shall be valid and liability on enforceable to the maximum extent that would not cause this guaranty or such Lien to be unenforceable under applicable law, and this guaranty shall automatically be deemed to have been amended accordingly at all relevant times. Each Borrower hereby agrees that its obligations under this guaranty shall be unconditional, irrespective of (a) the validity or enforceability of the Obligations or any part thereof, or of any promissory note or other document evidencing all or any part of the Obligations, (b) the absence of any attempt to collect the Obligations from any other Borrower shall in no way be affected or any Guarantor or other action to enforce the same, (c) the waiver or consent by Agent or any Lender with respect to any provision of any agreement, instrument or document evidencing or securing all or any part of the Obligations, or any other agreement, instrument or document now or hereafter executed by any extensionsother Borrower and delivered to Agent or any Lender (other than a waiver, renewals forgiveness or consent by Agent and forbearance granted Lenders that reduces the amount of any of the Obligations), (d) the failure by the Holder Agent or any Lender to the Borrowertake any steps to perfect and maintain its security interest in, failure of Holder to give either EPXR or VOXX any notice, any failure of Holder to pursue to preserve its rights against either EPXR and/or VOXXto, any security or Collateral for the release Obligations, for its benefit, (e) Agent’s or any Lender’s election, in any proceeding instituted under the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of the application of Section 1111(b)(2) of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (f) any borrowing or grant of a security interest by Holder any Borrower as debtor-in-possession, under Section 364 of the United States Bankruptcy Code or any other similar bankruptcy or insolvency legislation, (g) the disallowance, under Sxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or any other similar bankruptcy or insolvency legislation, of all or any portion of Agent’s or any Lender’s claim(s) for repayment of the Obligations or (h) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a borrower or a guarantor. Each Borrower hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of receivership or bankruptcy of any collateral now Borrower, protest or thereafter acquired from either EPXRnotice with respect to the Obligations and all demands whatsoever, VOXX and/or and covenants that this guaranty will not be discharged, except by complete and irrevocable payment and performance of the Obligations. No notice to any Borrower or any other subsidiary party shall be required for Agent or any Lender to make demand hereunder. Such demand shall constitute a mature and liquidated claim against the applicable Borrower. Upon the occurrence of EPXRany Event of Default, Agent or any Lender may, in its sole election, proceed directly and such agreement by each at once, without notice, against all or any Borrower to collect and recover the full amount or any portion of EPXR and VOXX to pay upon the Obligations, without first proceeding against any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Holder to either EPXR, VOXXother Borrower or any other Person, or any security or collateral for the Obligations. During the existence of an Event of Default, Agent and each Lender shall have the exclusive right to determine the application of payments and credits, if any from any Borrower, any other subsidiary Person or any security or collateral for the Obligations, on account of EPXR the Obligations or of any other liability of any Borrower to Agent or any Lender. At any time after and during the continuance of an Event of Default, Agent and each Lender may, in its sole discretion, without notice to any Borrower and regardless of the acceptance of any collateral for the payment hereof, appropriate and apply toward payment of the Obligations (i) any indebtedness due or to become due from Agent or any Lender to such Borrower and (ii) any moneys, credits or other property belonging to such Borrower at any time held by or coming into the lack possession of Agent or any Lender or any Affiliates thereof, whether for deposit or otherwise. Notwithstanding anything to the contrary set forth in this Section 2.13, it is the intent of the parties hereto that the liability incurred by each Borrower in respect of the Obligations of the other Borrowers (and any Lien granted by each Borrower to secure such Obligations), not constitute a fraudulent conveyance under Section 548 of the United States Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable law of any state or other governmental unit (“Fraudulent Conveyance”). Consequently, each Borrower, Agent and each Lender hereby agree that if a court of competent jurisdiction determines that the incurrence of liability by any Borrower in respect of the Obligations of any other Borrower (or any Liens granted by such Borrower to secure such Obligations) would, but for the application of this sentence, constitute a Fraudulent Conveyance, such liability (and such Liens) shall be valid and enforceable only to the maximum extent that would not cause the same to constitute a Fraudulent Conveyance, and this Agreement and the other Loan Documents shall automatically be deemed to have been amended accordingly. Each of EPXR and VOXX Borrower expressly waives all rights it may have now or in the future under any statute, or at common law, or at law or in equity, or otherwise, to compel Agent or Lenders to mxxxxxxx assets or to proceed in respect of the Obligations guaranteed hereunder against any other Borrower or any Guarantor, any other party or against any security for the payment and performance of the Obligations before proceeding against, or as a condition to proceeding against, such Borrower. It is agreed among each Borrower, Agent and Lenders that the foregoing waivers are of the essence of the transaction contemplated by this Agreement and the other Loan Documents and that, but for the provisions of this Section 2.13 and such waivers, Agent and Lenders would decline to enter into this Agreement. Each Borrower agrees that the provisions of this Section 2.13 are for the benefit of Agent and Lenders and their respective successors, transferees, endorsees and assigns, and nothing herein contained shall impair, as between any other Borrower and Agent or Lenders, the obligations of such other Borrower under the Loan Documents. Notwithstanding anything to the contrary in this Agreement or in any other Loan Document, and except as set forth in Section 2.13, each Borrower hereby expressly and irrevocably subordinates to payment of the Obligations any and all rights of at law or in equity to subrogation, reimbursement, indemnity, exoneration, contribution contribution, indemnification or set off (including those set forth in Section 2.14) and any other claim which each of EPXR and/or VOXX may now and all defenses available to a surety, guarantor or hereafter have against accommodation co-obligor until the other or other person or entity directly or contingently liable for the Obligations, or against or with respect to any other's property (including, without limitation, any property which is collateral for the Obligations), arising from the existence or performance of this Note, the Purchase Agreement or any other Related Agreement, until all Obligations have been are indefeasibly paid in full in cash. Each Borrower acknowledges and agrees that this Notesubordination is intended to benefit Agent and Lenders and shall not limit or otherwise affect such Borrower’s liability hereunder or the enforceability of this Section 2.13, and that Agent, Lenders and their respective successors and assigns are intended third party beneficiaries of the Purchase waivers and agreements set forth in this Section 2.13. If Agent or any Lender may, under applicable law, proceed to realize its benefits under any of the Loan Documents giving Agent or such Lender a Lien upon any Collateral, whether owned by any Borrower or by any other Person, either by judicial foreclosure or by non-judicial sale or enforcement, Agent or any Lender may, at its sole option, determine which of its remedies or rights it may pursue without affecting any of its rights and remedies under this Section 2.13. If, in the exercise of any of its rights and remedies, Agent or any Lender shall forfeit any of its rights or remedies, including its right to enter a deficiency judgment against any Borrower or any other Person, whether because of any applicable laws pertaining to “election of remedies” or the like, each Borrower hereby consents to such action by Agent or such Lender and waives any claim based upon such action, even if such action by Agent or such Lender shall result in a full or partial loss of any rights of subrogation that each Borrower might otherwise have had but for such action by Agent or such Lender. Any election of remedies that results in the denial or impairment of the right of Agent or any Lender to seek a deficiency judgment against any Borrower shall not impair any other Borrower’s obligation to pay the full amount of the Obligations. In the event Agent or any Lender shall bid at any foreclosure or trustee’s sale or at any private sale permitted by law or the Loan Documents, Agent or such Lender may bid all or less than the amount of the Obligations and the amount of such bid need not be paid by Agent or such Lender but shall be credited against the Obligations. The amount of the successful bid at any such sale, whether Agent, Lender or any other party is the successful bidder, shall be conclusively deemed to be the fair market value of the Collateral and the difference between such bid amount and the remaining balance of the Obligations shall be conclusively deemed to be the amount of the Obligations guaranteed under this Section 2.13, notwithstanding that any present or future law or court decision or ruling may have the effect of reducing the amount of any deficiency claim to which Agent or any Lender might otherwise be entitled but for such bidding at any such sale. The liability of Borrowers under this Section 2.13 is in addition to and shall be cumulative with all liabilities of each Borrower to Agent and Lenders under this Agreement and the other Related Agreements have been irrevocably terminated. [Balance Loan Documents to which such Borrower is a party or in respect of page intentionally left blank; signature page followsany Obligations or obligation of the other Borrower, without any limitation as to amount, unless the instrument or agreement evidencing or creating such other liability specifically provides to the contrary.]

Joint and Several Obligations. All obligations of VOXX and EPXR as co-borrowers (a) At all times during which there is more than one (1) Pledgor under this Note and Agreement, the Related Agreements (the "Obligations") liability of each Pledgor shall be joint and several obligationsand the joint and several obligations of each Pledgor under this Agreement and, as applicable, the other Repurchase Documents (a) (i) shall be absolute and unconditional and shall remain in full force and effect (or be reinstated) until all the Pledged Obligations shall have been paid and satisfied in full and the expiration of any applicable preference or similar period pursuant to any bankruptcy, insolvency, reorganization, moratorium or similar law, or at law or in equity, without any claim having been made before the expiration of such period asserting an interest in all or any part of any payment(s) received by the Purchaser, and (ii) until such payment has been made and such obligations satisfied, shall not be discharged, affected, modified or impaired on the Borrower shall make payment upon the maturity happening from time to time of any event, including, without limitation, any of the Obligations by acceleration following, whether or otherwise, and such obligation and liability on not with notice to or the part consent of the Borrower shall in no way be affected by any extensions, renewals and forbearance granted by the Holder to the Borrower, failure of Holder to give either EPXR or VOXX any notice, any failure of Holder to pursue to preserve its rights against either EPXR and/or VOXX, the release by Holder of any collateral now or thereafter acquired from either EPXR, VOXX and/or any other subsidiary of EPXR, and such agreement by each of EPXR and VOXX to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Holder to either EPXR, VOXX, Pledgor or any other subsidiary of EPXR Person, (A) the waiver, compromise, settlement, release, termination or any collateral for the Obligations or the lack thereof. Each of EPXR and VOXX expressly waives any and all rights of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which each of EPXR and/or VOXX may now or hereafter have against the other or other person or entity directly or contingently liable for the Obligations, or against or with respect to any other's property amendment (including, without limitation, any property which is collateral extension or postponement of the time for the Obligations), arising from the existence payment or performance or renewal or refinancing) of this Noteany or all of the obligations or agreements of any Seller, the Purchase Guarantors or the Pledgor under the Repurchase Agreement or any Repurchase Document, (B) the failure to give notice to the Seller, the Guarantors or the Pledgor of the occurrence of an Event of Default under any of the Repurchase Documents, (C) the release, substitution or exchange by the Purchaser of any or all of the Purchased Items and/or Pledged Collateral (whether with or without consideration) or the acceptance by the Purchaser of any additional collateral or the availability or claimed availability of any other Related Agreementcollateral or source of repayment or any nonperfection or other impairment of collateral, (D) the release of any Person primarily or secondarily liable for all or any part of the Pledged Obligations, whether by the Purchaser or in connection with any voluntary or involuntary liquidation, dissolution, receivership, insolvency, bankruptcy, assignment for the benefit of creditors or similar event or proceeding affecting any or all of the Seller, the Guarantors, the Pledgor or any other Person who, or any of whose assets or Property, shall at the time in question be obligated in respect of the Obligations, the Pledged Obligations or any part of the foregoing, or (E) to the extent permitted by Applicable Law, any other event, occurrence, action or circumstance that would, in the absence of this Section 7.13, result in the release or discharge of any or all of the Pledgors from the performance or observance of any obligation, covenant or agreement contained in the Repurchase Agreement or the Repurchase Documents; (b) each Pledgor expressly agrees that the Purchaser shall not be required first to initiate any suit or to exhaust its remedies against the Seller, the Guarantors, the Pledgor or any other Person to become liable, or against any of the Purchased Items or the Pledged Collateral, in order to enforce this Agreement or the Repurchase Documents and each Pledgor expressly agrees that, notwithstanding the occurrence of any of the foregoing, each Pledgor shall be and remain directly and primarily liable for all sums due under this Agreement or any of the Repurchase Documents; and, (c) on disposition by the Purchaser of any assets or Property encumbered by any Purchased Items or the Pledged Collateral, each Pledgor shall be and shall remain jointly and severally liable for any deficiency. (b) Each Pledgor hereby agrees that, to the extent another Pledgor shall have paid more than its proportionate share of any payment made hereunder, the Pledgor shall be entitled to seek and receive contribution from and against any other Pledgor which has not paid its proportionate share of such payment; provided however, that the provisions of this Section 7.13 shall in no respect limit the obligations and liabilities of a Pledgor to the Purchaser, and, notwithstanding any payment or payments made by each Pledgor (the “paying Pledgor”) hereunder or any set-off or application of funds of the paying Pledgor by the Purchaser, the paying Pledgor shall not be entitled to be subrogated to any of the rights of the Purchaser against any other Pledgor or any collateral security or guarantee or right of offset held by the Purchaser, nor shall the paying Pledgor seek or be entitled to seek any contribution or reimbursement from the other Pledgor in respect of payments made by the paying Pledgor hereunder, until all Obligations have been indefeasibly paid in full and amounts owing to the Purchaser by the Pledgor under this Note, the Purchase Agreement and the other Related Agreements Repurchase Documents are paid in full. If any amount shall be paid to the paying Pledgor on account of such subrogation rights at any time when all such amounts shall not have been irrevocably terminated. [Balance paid in full, such amount shall be held by the paying Pledgor in trust for the Purchaser, segregated from other funds of page intentionally left blank; signature page followsthe paying Pledgor, and shall, forthwith upon receipt by the paying Pledgor, be turned over to the Purchaser in the exact form received by the paying Pledgor (duly indorsed by the paying Pledgor to the Purchaser, if required), to be applied against amounts owing to the Purchaser by the Pledgor under this Agreement and the other Repurchase Documents, whether matured or unmatured, in such order as the Purchaser may determine in its discretion.]

Joint and Several Obligations. All Each of the undersigned Borrowers, ----------------------------- if more than one, hereby irrevocably designate the other Borrower its attorney-in-fact to borrow, sign and endorse the Revolving Loan Note, and execute and deliver all instruments, documents, writings and further assurances, required hereunder on its behalf. Each Borrower authorizes Lender to pay over or credit all Loan Proceeds to any Borrower for distribution among such Borrowers, as their needs require. Each of the Borrowers affirms and agrees that all Loans, advances, obligations of VOXX and EPXR as co-borrowers liabilities hereunder and under this the Revolving Loan Note and the Related Agreements (the "Obligations") issued pursuant hereto shall be the joint and several obligationsobligation of each Borrower, and the that each Borrower shall make payment upon the Revolving Loan Note issued pursuant hereto in accordance with its terms, or upon its earlier maturity of the Obligations by acceleration acceleration, call or otherwise, otherwise and that such obligation and liability on the part of the Borrower Borrowers shall in no way be affected by any extensions, renewals and forbearance or forbearances granted by the Holder Lender to the Borrowerthem or any of them, failure of Holder Lender to give either EPXR them or VOXX any of them notice of borrowing or other notice, any failure of Holder Lender to pursue to or preserve its rights against either EPXR and/or VOXXthem or any of them, the release by Holder Lender of any collateral Collateral now or thereafter hereafter acquired from either EPXRor any guarantees or obligations, VOXX and/or failure of Lender's best efforts in obtaining "commercially reasonable" prices for any other subsidiary of EPXRCollateral disposed of, and that such agreement by each of EPXR and VOXX such Borrowers to pay upon any notice the Revolving Loan Note issued pursuant thereto hereto is unconditional and unaffected by does not require prior recourse by Holder to either EPXR, VOXX, or any other subsidiary of EPXR or any collateral for the Obligations or the lack thereof. Each of EPXR and VOXX expressly waives any and all rights of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which each of EPXR and/or VOXX may now or hereafter have against the other or other person or entity directly or contingently liable for the Obligations, or against or with respect Lender to any other's property (including, without limitation, any property which is collateral for the Obligations), arising from the existence or performance of this Note, the Purchase Agreement or any other Related Agreement, until all Obligations have been indefeasibly paid in full and this Note, the Purchase Agreement and the other Related Agreements have been irrevocably terminated. [Balance of page intentionally left blank; signature page followsCollateral .]

Joint and Several Obligations. All obligations Each Borrower hereby unconditionally and irrevocably agrees it is jointly and severally liable to the Administrative Agent and the Lenders for the Obligations arising under this Agreement and the Loan Documents, including those amounts due under Sections 9.4 and 11.5. In furtherance thereof, each Borrower agrees that wherever in this Agreement it is provided that a Borrower is liable for a payment, such obligation is the joint and several obligation of VOXX each Borrower. Each Borrower acknowledges and EPXR agrees that its joint and several liability under this Agreement and the Loan Documents is absolute and unconditional and shall not in any manner be affected or impaired by any acts or omissions whatsoever by the Administrative Agent or the Lenders. Each Borrower’s liability for the Obligations arising under this Agreement and the Loan Documents shall not in any manner be impaired or affected by who receives or uses the proceeds of the Loans or other extensions of credit or for what purpose the proceeds are used, and each Borrower waives notice of borrowing requests issued by, and loans made to, other Borrowers. Each Borrower hereby agrees not to exercise or enforce any right of exoneration, contribution, reimbursement, recourse or subrogation available to such Borrower against any party liable for payment under this Agreement and the Loan Documents unless and until the Facility Termination Date. Each Borrower’s joint and several liability hereunder with respect to the Obligations shall, to the fullest extent permitted by applicable law, be the unconditional liability of such Borrower irrespective of (i) the validity, enforceability, avoidance or subordination of any of the Obligations or of any other document evidencing all or any part of the Obligations, (ii) the absence of any attempt to collect any of the Obligations from any other Loan Party or any Collateral or other security therefor, or the absence of any other action to enforce the same, (iii) the amendment, modification, waiver, consent, extension, forbearance or granting of any indulgence by Administrative Agent or any Lender with respect to any provision of any instrument executed by any other Loan Party evidencing or securing the payment of any of the Obligations, or any other agreement now or hereafter executed by any other Loan Party and delivered to Administrative Agent or any Lender, (iv) the failure by Administrative Agent to take any steps to perfect or maintain the perfected status of its security interest in or Lien upon, or to preserve its rights to, any of the Collateral or other security for the payment or performance of any of the Obligations or Administrative Agent’s release of any Collateral or of its Liens upon any Collateral, (v) the release or compromise, in whole or in part, of the liability of any other Loan Party for the payment of any of the Obligations, (vi) 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, in each case, if consented to by any other Borrower, or any decrease in the same, or (vii) any other circumstance that might constitute a legal or equitable discharge or defense of any Loan Party. After the occurrence and during the continuance of any Event of Default, Administrative Agent may proceed directly and at once, without notice to either Borrower, against any or all of Loan Parties to collect and recover all or any part of the Obligations, without first proceeding against any other Loan Party or against any Collateral or other security for the payment or performance of any of the Obligations, and each Borrower waives any provision that might otherwise require Administrative Agent under applicable law to pursue or exhaust its remedies against any Collateral or other Loan Party before pursuing such Borrower or its Property. Each Borrower consents and agrees that Administrative Agent shall be under no obligation to marshal any assets in favor of any Loan Party or against or in payment of any or all of the Obligations. This Agreement is entered into between us for the uses and purposes hereinabove set forth as coof the date first above written. Turning Point Brands, Inc. By /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Senior Vice President and Chief Financial Officer North Atlantic Trading Company, Inc. By /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Senior Vice President and Chief Financial Officer Intrepid Brands, LLC NATC Holding Company, Inc. National Tobacco Company, L.P. National Tobacco Finance Corporation North Atlantic Operating Company, Inc. North Atlantic Cigarette Company, Inc. RBJ Sales, Inc. Smoke Free Technologies Inc. Xxxxxx, Inc. Turning Point Brands, LLC By /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Senior Vice President and Chief Financial Officer Prospect Capital Corporation, a Maryland corporation, as Administrative Agent By /s/ X. Xxxxx Eliasek Name X. Xxxxx Xxxxxxx Title President and Chief Operating Officer Fifth Third Bank, an Ohio banking corporation, as Administrative Sub-borrowers under Agent By /s/ Xxxxxxx Xxxxxxxxx Name Xxxxxxx Xxxxxxxxx Title Senior Vice President Prospect Capital Corporation, a Maryland corporation, as a Lender By /s/ X. Xxxxx Eliasek Name X. Xxxxx Xxxxxxx Title President and Chief Operating Officer Fifth Third Bank, as a Lender By /s/ Xxxxxxx Xxxxxxxxx Name Xxxxxxx Xxxxxxxxx Title Senior Vice President STONEHENGE OPPORTUNITY FUND IV, LP, a Delaware limited partnership, as a Lender By: Stonehenge Equity Partners IV, LLC Its: General Partner By: Stonehenge Partners Corp. Its: Manager By: /s/ Xxxxxx X. Xxxxxxxx Xxxxxx X. Xxxxxxxx, Principal Summit Partners Credit Fund, L.P. By: Summit Partners Credit GP, L.P. Its: General Partner By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Authorized Signatory Summit Partners Credit Fund A-1, L.P. By: Summit Partners Credit A-1 GP, L.P. Its: General Partner By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Authorized Signatory Summit Investors I, LLC By: Summit Investors Management, LLC Its: Manager By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Authorized Signatory Summit Investors I (UK), L.P. By: Summit Investors Management, LLC Its: General Partner By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Authorized Signatory Summit Partners Credit Offshore Intermediate Fund, L.P. By: Summit Partners Credit GP, L.P. Its: General Partner By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Authorized Signatory Summit Partners Credit Fund II, L.P. By: Summit Partners Credit II, L.P. Its: General Partner By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Authorized Signatory Summit Partners Credit Fund B-2, L.P. By: Summit Partners Credit B-2, L.P. Its: General Partner By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Authorized Signatory Summit Partners Credit Fund A-2, L.P. By: Summit Partners Credit A-2, L.P. Its: General Partner By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Authorized Signatory [Signature Page to Second Lien Credit Agreement] Summit Partners Credit Offshore Intermediate Fund II, L.P. By: Summit Partners Credit II, L.P. Its: General Partner By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Authorized Signatory Summit Investors Credit II, LLC By: Summit Investors Management, LLC Its: Manager By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Authorized Signatory Summit Investors Credit II (UK), L.P. By: Summit Investors Management, LLC Its: General Partner By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Authorized Signatory [Signature Page to Second Lien Credit Agreement] $_______________ ____________, 20__ For Value Received, the undersigned, Turning Point Brands, Inc., a Delaware corporation (“Turning Point”), and North Atlantic Trading Company, Inc., a Delaware corporation (“NATC” and together with Turning Point, the “Borrowers”), hereby unconditionally promise to pay to _________________________ (the “Lender”) or its registered assigns at the principal office of Prospect Capital Corporation, a Maryland corporation, as Administrative Agent, in New York, New York (or such other location as the Administrative Agent may designate to the Borrowers), in immediately available funds, the principal sum of ___________________ Dollars ($__________) or, if less, the aggregate unpaid principal amount of the Loan made or maintained by the Lender to the Borrowers pursuant to the Credit Agreement referred to below, and payable in the manner and on the dates, specified in the Credit Agreement. This Note (this “Note”) is one of the Notes referred to in the Second Lien Credit Agreement dated as of February 17, 2017, by and among the Borrowers, the Guarantors party thereto, the Lenders party thereto, Prospect Capital Corporation, a Maryland corporation, as Administrative Agent, and Fifth Third Bank, an Ohio banking corporation, as Administrative Sub-Agent (as amended, restated, modified or supplemented from time to time, the “Credit Agreement”), and this Note and the Related Agreements holder hereof are entitled to all the benefits and security provided for thereby or referred to therein, to which reference to the Credit Agreement is hereby made for a statement thereof. All defined terms used in this Note, except terms otherwise defined herein, shall have the same meaning as in the Credit Agreement. Voluntary prepayments may be made hereon, certain prepayments are required to be made hereon, and this Note may be declared due prior to the expressed maturity hereof, all in the events, on the terms and in the manner as provided for in the Credit Agreement. The terms and provisions of Sections 11.4 (“Amendments, Waivers and Consents”), 11.11 (“Successors and Assigns; Participations”), 11.18 (“Severability of Provisions”), 11.19 (“Counterparts; Integration; Effectiveness; Electronic Execution”), 11.26 (“Construction”), of the "Obligations"Credit Agreement are hereby incorporated herein by reference, and shall apply to this Note mutatis mutandis as if fully set forth herein. THE TERMS AND PROVISIONS OF SECTIONS 11.7 (“GOVERNING LAW, JURISDICTION, ETC.”) AND 11.8 (“WAIVER OF JURY TRIAL”) OF THE CREDIT AGREEMENT ARE HEREBY INCORPORATED HEREIN BY REFERENCE, AND SHALL APPLY TO THIS NOTE MUTATIS MUTANDIS AS IF FULLY SET FORTH HEREIN. Turning Point Brands, Inc. By Name Title North Atlantic Trading Company, Inc. By Name Title The undersigned1, on behalf of Turning Point Brands, Inc., a Delaware corporation (“Turning Point”), and North Atlantic Trading Company, Inc., a Delaware corporation (“NATC” and together with Turning Point, the “Borrowers”), hereby certifies to the Administrative Agent and the Lenders, each as defined in the Credit Agreement referred to below, as follows: 1. This certificate is delivered to you pursuant to Section 6.2 of the Second Lien Credit Agreement dated as of February 17, 2017, by and among the Borrowers, the Guarantors party thereto, the Lenders party thereto, Prospect Capital Corporation, a Maryland corporation, as Administrative Agent, and Fifth Third Bank, an Ohio banking corporation, as Administrative Sub-Agent (as amended, restated, modified or supplemented from time to time, the “Credit Agreement”). Capitalized terms used herein and not defined herein shall be joint have the meanings assigned thereto in the Credit Agreement. 2. I have reviewed the financial statements of Turning Point and several obligationsits Subsidiaries dated as of ______ __, 20__ and for the _______________ period[s] then ended and such statements are correct and complete in all material respects and fairly present in all material respects the financial condition of Turning Point and its Subsidiaries as of the dates indicated and the results of their operations and cash flows for the period[s] indicated. Pursuant to Section 6.2 of the Credit Agreement, notice is hereby given that Turning Point has posted such financial statements on Turning Point’s website at xxx.xxxxxxxxxxxxxxxxxx.xxx/xxxxxxxx-xxxxxxxxx/xxx-xxxxxxx. 3. I have reviewed the terms of the Credit Agreement, and the Borrower shall make payment upon the maturity related Loan Documents and have made, or have caused to be made under my supervision, a review in reasonable detail of the Obligations transactions and the condition of Turning Point and its Subsidiaries during the accounting period covered by acceleration the financial statements referred to in Paragraph 2 above. Such review has not disclosed the existence during or otherwiseat the end of such accounting period of any condition or event that constitutes a Default or an Event of Default, nor do I have any knowledge of the existence of any such condition or event as at the date of this certificate [except: if such condition or event existed or exists, describe the nature and period of existence thereof and what action the Borrowers have taken, are taking and propose to take with respect thereto]. 1 Signatory needs to be the chief financial officer of Turning Point. 4. I have attached hereto as Annex I a written report of all Patents, Trademarks or Copyrights that are registered or the subject of pending applications for registrations, and such obligation of all Intellectual Property Licenses that constitute Material Intellectual Property (as each term is defined in the Second Lien Guaranty and liability on the part of the Borrower shall Security Agreement), in no way be affected each case, which were acquired, registered, or for which applications for registration were filed by any extensions, renewals Grantor (as defined in the Second Lien Guaranty and forbearance granted Security Agreement) during the accounting period covered by the Holder financial statements referred to the Borrower, failure in Paragraph 2 above and any statement of Holder use or amendment to give either EPXR or VOXX allege use which were filed by any notice, any failure of Holder to pursue to preserve its rights against either EPXR and/or VOXX, the release by Holder of any collateral now or thereafter acquired from either EPXR, VOXX and/or any other subsidiary of EPXR, and Grantor during such agreement by each of EPXR and VOXX to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Holder to either EPXR, VOXX, or any other subsidiary of EPXR or any collateral for the Obligations or the lack thereof. Each of EPXR and VOXX expressly waives any and all rights of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which each of EPXR and/or VOXX may now or hereafter have against the other or other person or entity directly or contingently liable for the Obligations, or against or period with respect to any other's property (including, without limitation, any property which is collateral for intent‑to‑use trademark applications. 5. As of the Obligations), arising from the existence or performance date of this Notecertificate, Turning Point and its Subsidiaries are in compliance with the financial covenants contained in Section 7.15 of the Credit Agreement as shown on Annex II and the Borrowers and their Subsidiaries are in compliance with the other covenants and restrictions contained in the Credit Agreement. In the event of a conflict between the attached Annex II and any certifications relating thereto and the Credit Agreement and related definitions used in calculating such covenants, the Purchase Agreement or any other Related Agreement, until all Obligations have been indefeasibly paid in full and this Note, the Purchase Credit Agreement and such related definitions shall govern and control. The foregoing certifications, together with the other Related Agreements have been irrevocably terminateddisclosures set forth in Annex I hereto and the computations set forth in Annex II hereto are made and delivered as of the date first above written. [Balance Witness the following signature as of page intentionally left blank; signature page follows.]the day and year first written above. Turning Point Brands, Inc. By Name Title

Joint and Several Obligations. All obligations of VOXX and EPXR as co-borrowers under this Note and the Related Agreements (the "Obligations") Obligations shall be joint and several obligationsseveral, and the each Borrower shall make payment upon the maturity of the Obligations by acceleration or otherwise, and such obligation and liability on the part of the each Borrower shall in no way be affected by any extensions, renewals and forbearance granted by the Holder Agent, any Lender or the Issuer to the any Borrower, failure of Holder the Agent, any Lender or the Issuer to give either EPXR any Borrower notice of borrowing or VOXX any other notice, any failure of Holder the Agent, any Lender or the Issuer to pursue to or preserve its rights against either EPXR and/or VOXXany Borrower, the release by Holder the Agent, any Lender or the Issuer of any collateral Collateral now or thereafter acquired from either EPXR, VOXX and/or any other subsidiary of EPXRBorrower, and such agreement by each of EPXR and VOXX Borrower to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Holder the Agent, any Lender or the Issuer to either EPXR, VOXX, the other Borrowers or any other subsidiary of EPXR or any collateral Collateral for the such Borrower’s Obligations or the lack thereof. Each Borrower waives all suretyship defenses. Without limiting the generality of EPXR the foregoing, each of the Borrowers hereby acknowledges and VOXX expressly waives agrees that any and all rights actions, inactions or omissions by any one or more, or all, of subrogationthe Borrowers in connection with, reimbursementrelated to or otherwise affecting this Agreement or any of the other Loan Documents are the Obligations of, indemnityand inure to and are binding upon, exonerationeach and all of the Borrowers, contribution jointly and severally. Each covenant, agreement, obligation, representation and warranty of the Borrowers contained herein constitutes the joint and several undertaking of each Borrower. Each Borrower acknowledges that the Obligations of such Borrower undertaken herein might be construed to consist, at least in part, of the guaranty of Obligations of the other Borrowers and, in full recognition of that fact, each Borrower consents and agrees that the Agent and the Lenders may, at any time and from time to time, without notice or demand, whether before or after any actual or purported termination, repudiation or revocation of this Agreement by any Borrower, and without affecting the enforceability or continuing effectiveness hereof as to such Borrower: (a) supplement, restate, modify, amend, increase, decrease, extend, renew or otherwise change the time for payment or the terms of this Agreement or any part thereof, including any increase or decrease of the rate(s) of interest thereon; (b) supplement, restate, modify, amend, increase, decrease or waive, or enter into or give any agreement, approval or consent with respect to, this Agreement or any part thereof, or any of the Loan Documents, or any condition, covenant, default, remedy, right, representation or term thereof or thereunder; (c) accept partial payments; (d) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer or enforce any security or guarantees, and apply any security and direct the order or manner of sale thereof as the Agent, in its sole and absolute discretion may determine; (e) release any Person from any personal liability with respect to this Agreement or any part thereof; (f) settle, release on terms satisfactory to the Agent or by operation of applicable law or otherwise liquidate or enforce any security or guaranty in any ​ manner, consent to the transfer of any security and bid and purchase at any sale; or (g) consent to the merger, change or any other claim which each restructuring or termination of EPXR and/or VOXX may now the corporate or hereafter have against the other or other person or entity directly or contingently liable for the Obligationspartnership existence of any Borrower, or against any other Person, and correspondingly restructure the Obligations evidenced hereby, and any such merger, change, restructuring or termination shall not affect the liability of any Borrower or the continuing effectiveness hereof, or the enforceability hereof with respect to all or any other's property part of the Obligations evidenced hereby. Each Borrower states and acknowledges that: (includingw) pursuant to this Agreement, without limitationthe Borrowers desire to utilize their borrowing potential on a consolidated basis to the same extent possible as if they were merged into a single corporate entity and that this Agreement reflects the establishment of credit facilities which would not otherwise be available to such Borrower if each Borrower were not jointly and severally liable for payment of the Obligations; (x) it has determined that it will benefit specifically and materially from the advances of credit contemplated by this Agreement; (y) it is both a condition precedent to the Obligations of the Agent and the Lenders hereunder and a desire of the Borrowers that each Borrower execute and deliver to the Agent and the Lenders this Agreement; and (z) the Borrowers have requested and bargained for the structure and terms of and security for the advances contemplated by this Agreement. Each Borrower agrees if such Borrower’s joint and several liability hereunder, or if any property Liens securing such joint and several liability, would, but for the application of this Section 14.2, be unenforceable under applicable law, such joint and several liability and each such Lien shall be valid and enforceable to the maximum extent that would not cause such joint and several liability or such Lien to be unenforceable under applicable law, and such joint and several liability and such Lien shall be deemed to have been automatically amended accordingly at all relevant times. To the extent that any Borrower shall, under this Agreement as a joint and several obligor, repay any of the Obligations constituting Loans or Advances made to another Borrower hereunder or other Obligations incurred directly and primarily by any other Borrower (an “Accommodation Payment”), then the Borrower making such Accommodation Payment shall be entitled to contribution and indemnification from, and, be reimbursed by, each of the other Borrowers in an amount, for each of such other Borrowers, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower’s “Allocable Amount” (as defined below) and the denominator of which is collateral 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 (A) 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”), (B) leaving such Borrower with unreasonably small capital or assets, within the meaning of Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code, Section 4 of the UFTA, or (C) leaving such Borrower unable to pay its debts as they become due within the meaning of Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA. All rights and claims of contribution, indemnification and reimbursement under this Section shall be subordinate in right of payment to the prior payment in full of the Obligations), arising from the existence or performance . The provisions of this NoteSection shall, to the Purchase Agreement or extent expressly inconsistent with any other Related Agreementprovision in any Loan Document, until all Obligations have been indefeasibly paid in full and this Note, the Purchase Agreement and the other Related Agreements have been irrevocably terminated. [Balance of page intentionally left blank; signature page followssupersede such inconsistent provision.]

Joint and Several Obligations. All obligations of VOXX and EPXR as co-borrowers (a) At all times during which there is more than one (1) Guarantor under this Note and Agreement, the Related Agreements (the "Obligations") liability of each Guarantor shall be joint and several obligationsand the joint and several obligations of each Guarantor under this Guarantee and the other Credit Documents (a) (i) shall be absolute and unconditional and shall remain in full force and effect (or be reinstated) until all the Guarantee Obligations shall have been satisfied and the expiration of any applicable preference or similar period pursuant to any bankruptcy, insolvency, reorganization, moratorium or similar law, or at law or in equity, without any claim having been made before the expiration of such period asserting an interest in all or any part of any payment(s) received by the Administrative Agent or the Lenders, and (ii) until such payment has been made and such obligations satisfied, shall not be discharged, affected, modified or impaired on the Borrower shall make payment upon the maturity happening from time to time of any event, including, without limitation, any of the Obligations by acceleration following, whether or otherwise, and such obligation and liability on not with notice to or the part consent of the Borrower shall in no way be affected by any extensions, renewals and forbearance granted by the Holder to the Borrower, failure of Holder to give either EPXR or VOXX any notice, any failure of Holder to pursue to preserve its rights against either EPXR and/or VOXXBorrowers, the release by Holder of any collateral now or thereafter acquired from either EPXRGuarantors, VOXX and/or any other subsidiary of EPXR, and such agreement by each of EPXR and VOXX to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Holder to either EPXR, VOXX, the Pledgors or any other subsidiary of EPXR Credit Party, (A) the waiver, compromise, settlement, release, termination or any collateral for the Obligations or the lack thereof. Each of EPXR and VOXX expressly waives any and all rights of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which each of EPXR and/or VOXX may now or hereafter have against the other or other person or entity directly or contingently liable for the Obligations, or against or with respect to any other's property amendment (including, without limitation, any property which is collateral extension or postponement of the time for the Obligations), arising from the existence payment or performance or renewal or refinancing) of this Noteany or all of the obligations or agreements of any Borrower, Guarantor, Pledgor or any other Credit Party under the Purchase Credit Agreement or any Credit Document, (B) the failure to give notice to the Borrowers, the Guarantors, the Pledgors or any other Related AgreementCredit Party of the occurrence of an Event of Default under any of the Credit Documents, (C) the release, substitution or exchange by the Administrative Agent or the Lenders of any or all of the Collateral, Pledged Collateral or any collateral, Property or security for the Guarantee or the Guarantee Obligations (in each case, whether with or without consideration) or the acceptance by the Administrative Agent or the Lenders of any additional collateral or the availability or claimed availability of any other collateral or source of repayment or any nonperfection or other impairment of collateral, (D) the release of any Person primarily or secondarily liable for all or any part of the Obligations or the Guarantee Obligations, whether by the Administrative Agent, the Lenders or in connection with any voluntary or involuntary liquidation, dissolution, receivership, insolvency, bankruptcy, assignment for the benefit of creditors or similar event or proceeding affecting any or all of the Borrowers, the Guarantors, the Pledgors, any other Credit Party or any other Person who, or any of whose Property or assets, shall at the time in question be obligated in respect of the Obligations or the Guarantee Obligations or any part thereof, or (E) to the extent permitted by Requirements of Law, any other event, occurrence, action or circumstance that would, in the absence of this Section 37, result in the release or discharge of any or all of the Guarantors from the performance or observance of any obligation, covenant or agreement contained in the Credit Agreement or the Credit Documents; (b) each Guarantor expressly agrees that the Administrative Agent and the Lenders shall not be required first to initiate any suit or to exhaust its remedies against the Borrowers, the Guarantors, the Pledgors, any other Credit Party or any other Person to become liable, or against any of the Collateral, the Pledged Collateral or any collateral, security or Property for this Guarantee or the Guarantee Obligations, in order to enforce this Guarantee or the Credit Documents and each Guarantor expressly agrees that, notwithstanding the occurrence of any of the foregoing, each Guarantor shall be and remain directly and primarily liable for all sums due under this Guarantee or any of the Credit Documents; and, (c) on disposition by the Administrative Agent or the Lenders of any Property encumbered by any Collateral, the Pledged Collateral or any collateral, Property or security for this Guarantee or the Guarantee Obligations, each Guarantor shall be and shall remain jointly and severally liable for any deficiency. (b) Each Guarantor hereby agrees that, to the extent another Guarantor shall have paid more than its proportionate share of any payment made hereunder, such Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor which has not paid its proportionate share of such payment; provided, however, that the provisions of this Subsection 37(b) shall in no respect limit the obligations and liabilities of each Guarantor to the Administrative Agent and the Lenders, and, notwithstanding any payment or payments made by a Guarantor (the “paying Guarantor”) hereunder or any set-off or application of funds of the paying Guarantor by the Administrative Agent or the Lenders, the paying Guarantor shall not be entitled to be subrogated to any of the rights of the Administrative Agent and the Lenders against any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or the Lenders, nor shall the paying Guarantor seek or be entitled to seek any contribution or reimbursement from the other Guarantors in respect of payments made by the paying Guarantor hereunder, until all Obligations have been indefeasibly paid in full and amounts owing to the Administrative Agent or the Lenders by the Guarantors under this Note, the Purchase Agreement Guarantee and the other Related Agreements Credit Documents are paid in full. If any amount shall be paid to the paying Guarantor on account of such subrogation rights at any time when all such amounts shall not have been irrevocably terminated. [Balance paid in full, such amount shall be held by the paying Guarantor in trust for the Administrative Agent and the Lenders, segregated from other funds of page intentionally left blank; signature page followsthe paying Guarantor, and shall, forthwith upon receipt by the paying Guarantor, be turned over to the Administrative Agent as agent for the Lenders, in the exact form received by the paying Guarantor (duly indorsed by the paying Guarantor to the Administrative Agent as agent for the Lenders, if required), to be applied against amounts owing to the Administrative Agent and the Lenders by the Guarantors under this Guarantee and the other Credit Documents, whether matured or unmatured, in such order as the Administrative Agent and the Lenders may determine in their discretion.]