Common use of Multiple Borrowers Clause in Contracts

Multiple Borrowers. This Agreement has been executed by multiple obligors who are referred to in this Agreement individually, collectively and interchangeably as "Borrower." Unless specifically stated to the contrary, the word "Borrower" as used in this Agreement, including without limitation all representations, warranties and covenants, shall include all Borrowers. Borrower understands and agrees that, with or without notice to any one Borrower, Lender may (A) make one or more additional secured or unsecured loans or otherwise extend additional credit with respect to any other Borrower; (B) with respect to any other Borrower alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of any indebtedness, including increases and decreases of the rate of interest on the indebtedness; (C) exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any security, with or without the substitution of new collateral; (D) release, substitute, agree not to sue, or deal with any one or more of Borrower's or any other Borrower's sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; (E) determine how, when and what application of payments and credits shall be made on any indebtedness; (F) apply such security and direct the order or manner of sale of any Collateral, including without limitation, any non-judicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; (G) sell, transfer, assign or grant participations in all or any part of the Loan; (H) exercise or refrain from exercising any rights against Borrower or others, or otherwise act or refrain from acting; (I) settle or compromise any indebtedness; and (J) subordinate the payment of all or any part of any of Borrower's indebtedness to Lender to the payment of any liabilities which may be due Lender or others.

Multiple Borrowers. This Agreement has been executed by multiple obligors who are referred to in this Agreement individually, collectively and interchangeably as "“Borrower." ” Unless specifically stated to the contrary, the word "“Borrower" ” as used in this Agreement, including without limitation all representations, warranties and covenants, shall include all Borrowers. Borrower understands and agrees that, with or without notice to any one Borrower, Lender may (A) make one or more additional secured or unsecured loans or otherwise extend additional credit with respect to any other Borrower; (B) with respect to any other Borrower alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of any indebtedness, including increases and decreases of the rate of interest on the indebtedness; (C) exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any security, with or without the substitution of new collateral; (D) release, substitute, agree not to sue, or deal with any one or more of Borrower's ’s or any other Borrower's ’s sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; (E) determine how, when and what application of payments and credits shall be made on any indebtedness; (F) apply such security and direct the order or manner of sale of any Collateral, including without limitation, any non-judicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; (G) sell, transfer, assign or grant participations in all or any part of the Loan; (H) exercise or refrain from exercising any rights against Borrower or others, or otherwise act or refrain from acting; (I) settle or compromise any indebtedness; and (J) subordinate the payment of all or any part of any of Borrower's ’s indebtedness to Lender to the payment of any liabilities which may be due Lender or others.

Multiple Borrowers. This Agreement has been executed by multiple obligors who are referred to in this Agreement individually, collectively and interchangeably as "Borrower." Unless specifically stated to the contrary, the word "Borrower" as used in this Agreement, including without limitation all representations, warranties and covenants, shall include all Borrowers. Borrower understands and agrees that, with or without notice to any one Borrower, Lender may (A) make one or more additional secured or unsecured loans or otherwise extend additional credit with respect to any other Borrower; (B) with respect to any other Borrower alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of any indebtedness, including increases and decreases of the rate of interest on the indebtedness; (C) exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any security, with or without the substitution of new collateral; (D) release, substitute, agree not to suexxx, or deal with any one or more of Borrower's or any other Borrower's sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; (E) determine how, when and what application of payments and credits shall be made on any indebtedness; (F) apply such security and direct the order or manner of sale of any Collateral, including without limitation, any non-judicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; (G) sell, transfer, assign or grant participations in all or any part of the Loan; (H) exercise or refrain from exercising any rights against Borrower or others, or otherwise act or refrain from acting; (I) settle or compromise any indebtedness; and (J) subordinate the payment of all or any part of any of Borrower's indebtedness to Lender to the payment of any liabilities which may be due Lender or others.

Multiple Borrowers. This Agreement has been executed by multiple obligors who are referred (a) It is the intent of the parties to in this Agreement individuallythat Borrowers shall be jointly and severally obligated hereunder and under the Notes, collectively as co-borrowers under this Agreement and interchangeably as "Borrower." Unless specifically stated co-makers of the Notes, in respect of the principal of and interest on, and all other amounts owing in respect of, the Loans and the Notes. Each Borrower hereby (i) jointly and severally and 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 contrarypayment and performance of all of the Obligations hereunder, it being the word "Borrower" intention of the parties hereto that all such Obligations shall be the joint and several obligations of each Borrower without preferences or distinction among them and that the obligations of each Borrower hereunder shall be unconditional irrespective of any circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a guarantor or surety, and (ii) further agrees that if any such Obligations are not paid in full when due (whether at stated maturity, as used in this Agreementmandatory prepayment or cash collateralization, including by acceleration or otherwise), Borrowers will, jointly and severally, promptly pay the same, without limitation all representations, warranties and covenants, shall include all Borrowersany demand or notice whatsoever. Each Borrower understands acknowledges and agrees that, with or without notice that the delivery of funds to any one BorrowerBorrower under this Agreement shall constitute valuable consideration and reasonably equivalent value to all Borrowers for the purpose of binding them and their assets on a joint and several basis for the Obligations hereunder. (b) Each Borrower expressly waives any and all rights of subrogation, Lender reimbursement, indemnity, exoneration, contribution of any other claim which such Borrower may (A) make one now or more additional secured hereafter have against the other Borrowers or unsecured loans any other Person directly or otherwise extend additional credit contingently liable for the Obligations hereunder, or against or with respect to any other Borrower; Borrowers’ property (B) with respect to including any other Borrower alterproperty which is Collateral for the Obligations), compromisearising from the existence or performance of this Agreement, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms until termination of any indebtedness, including increases this Agreement and decreases repayment and performance in full of the rate of interest on the indebtedness; (C) exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any security, with or without the substitution of new collateral; (D) release, substitute, agree not to sue, or deal with any one or more of Borrower's or any other Borrower's sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; (E) determine how, when and what application of payments and credits shall be made on any indebtedness; (F) apply such security and direct the order or manner of sale of any Collateral, including without limitation, any non-judicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; (G) sell, transfer, assign or grant participations in all or any part of the Loan; (H) exercise or refrain from exercising any rights against Borrower or others, or otherwise act or refrain from acting; (I) settle or compromise any indebtedness; and (J) subordinate the payment of all or any part of any of Borrower's indebtedness to Lender to the payment of any liabilities which may be due Lender or othersObligations.

Multiple Borrowers. This Agreement has been executed by multiple obligors who are referred (a) It is the intent of the parties to in this Agreement individuallythat Borrowers shall be jointly and severally obligated hereunder and under the Notes, collectively as co-borrowers under this Agreement and interchangeably as "Borrowerco-makers of the Notes, in respect of the principal of and interest on, and all other amounts owing in respect of, the Loans and the Notes. Each Borrower hereby (i) jointly and severally and irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Borrowers with respect to the payment and performance of all of the Obligations hereunder, it being the intention of the parties hereto that all such Obligations shall be the joint and several obligations of each Borrower without preferences or distinction among them and that the obligations of each Borrower hereunder shall be unconditional irrespective of any circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a guarantor or surety, and (ii) further agrees that if any such Obligations are not paid in full when due (whether at stated maturity, as mandatory prepayment or cash collateralization, by acceleration or otherwise), Borrowers will, jointly and severally, promptly pay the same, without any demand or notice whatsoever. Each Borrower acknowledges and agrees that the delivery of funds to any Borrower under this Agreement shall constitute valuable consideration and reasonably equivalent value to all Borrowers for the purpose of binding them and their assets on a joint and several basis for the Obligations hereunder." Unless specifically stated (b) Each Borrower expressly waives any and all rights of subrogation, reimbursement, indemnity, exoneration, contribution of any other claim which such Borrower may now or hereafter have against the other Borrowers or any other Person directly or contingently liable for the Obligations hereunder, or against or with respect to any other Borrowers’ property (including any property which is Collateral for the Obligations), arising from the existence or performance of this Agreement, until termination of this Agreement and repayment in full of the Obligations. (c) Notwithstanding anything contained herein to the contrary, the word "Borrower" obligations of each Borrower under the Credit Documents at any time shall be limited to the maximum amount as used will result in this Agreement, including without limitation all representations, warranties and covenants, the obligations of such Borrower under the Credit Documents not constituting a fraudulent transfer or conveyance for purposes of any Debtor Relief Laws. (d) If any payment shall include all Borrowers. Borrower understands and agrees that, with or without notice be required to be made to any one BorrowerSecured Party under any Credit Document, Lender may each Borrower hereby unconditionally and irrevocably agrees it will contribute, to the 21029590V.1 maximum extent permitted by law, such amounts to each other Credit Party so as to maximize the aggregate amount paid to the Secured Parties under or in connection with the Credit Documents. (Ae) make one This Section 2.08 is intended solely to preserve the rights of Agents and the other Secured Parties hereunder and under the other Credit Document to the maximum extent that would not cause the Obligations or more additional secured the Secured Obligations (as defined in the Security Agreement) of each Borrower to be subject to avoidance or unsecured loans or otherwise extend additional credit with respect to unenforceability under any Debtor Relief Laws, and neither any Borrower nor any other Borrower; (B) with respect to Person shall have any other Borrower alter, compromise, renew, extend, accelerate, right or otherwise change one or more times the time for payment or other terms of claim under this Section 2.062.08 as against any indebtedness, including increases and decreases of the rate of interest on the indebtedness; (C) exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any security, with or without the substitution of new collateral; (D) release, substitute, agree not to sue, or deal with any one or more of Borrower's Agent or any other Borrower's sureties, endorsers, Secured Party that would not otherwise be available to such Person under the Bankruptcy Code or such other guarantors on any terms or in any manner Lender may choose; (E) determine how, when and what application of payments and credits shall be made on any indebtedness; (F) apply such security and direct the order or manner of sale of any Collateral, including without limitation, any non-judicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; (G) sell, transfer, assign or grant participations in all or any part of the Loan; (H) exercise or refrain from exercising any rights against Borrower or others, or otherwise act or refrain from acting; (I) settle or compromise any indebtedness; and (J) subordinate the payment of all or any part of any of Borrower's indebtedness to Lender to the payment of any liabilities which may be due Lender or otherslaws.

Multiple Borrowers. This Agreement has been executed by multiple obligors who are referred to in this Agreement individually, collectively and interchangeably as "Borrower." Unless specifically stated to the contrary, the word "Borrower" as used in this Agreement, including without limitation all representations, warranties and covenants, shall include all Borrowers. Borrower understands and agrees that, with or without notice to any one Borrower, Lender may (A) make one or more additional secured or unsecured loans or otherwise extend additional credit with respect to any other Borrower; (B) with respect to any other Borrower alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of any indebtedness, including increases and decreases of the rate of interest on the indebtedness; (C) exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any security, with or without the substitution of new collateral; (D) release, substitute, agree not to sue, or deal with any one or more of Borrower's or any other Borrower's sureties, endorsersxndorsers, or other guarantors on any terms or in any manner Lender Borrower may choose; (E) determine how, when and what application of payments and credits shall be made on any indebtedness; (F) apply such security and direct the order or manner of sale of any Collateral, including without limitation, any non-judicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; (G) sell, transfer, assign or grant participations in all or any part of the Loan; (H) exercise or refrain from exercising any rights against Borrower or others, or otherwise act or refrain from acting; (I) settle or compromise any indebtedness; and (J) subordinate the payment of all or any part of any of Borrower's indebtedness to Lender to the payment of any liabilities which may be due Lender or others.

Multiple Borrowers. This Agreement agreement has been executed by multiple obligors who are referred to in this Agreement individually, collectively and interchangeably as "“Borrower." ” Unless specifically stated to the contrary, the word "“Borrower" ” as used in this Agreement, including without limitation all representations, warranties and covenants, shall include all Borrowers. Borrower understands and agrees that, with or without notice to any one Borrower, Lender may (A) make one or more additional secured or unsecured loans or otherwise extend additional credit with respect to any other Borrower; (B) with respect to any other Borrower alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of any indebtedness, including increases and decreases of the rate of interest on the indebtedness; (C) exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any security, with or without the substitution of new collateral; (D) release, substitute, agree not to sue, or deal with any one or more of Borrower's ’s or any other Borrower's ’s sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; (E) determine how, when and what application of payments and credits shall be made on any indebtedness; (F) apply such security and direct the order or manner of sale of any Collateral, including without limitation, any non-judicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; (G) sell, transfer, assign assign, or grant participations in all or any part of the Loan; (H) exercise or refrain from exercising any rights against Borrower or others, or otherwise act or refrain from acting; (I) settle or compromise any indebtedness; and (J) subordinate the payment of all or any part of any of Borrower's ’s indebtedness to Lender to the payment of any liabilities which may be due Lender or others.

Multiple Borrowers. This Agreement has been executed by multiple obligors who are referred to in this Agreement herein individually, collectively and interchangeably as "Borrower." Unless specifically stated to the contrary, the word "Borrower" as used in this Agreement, including without limitation all representations, warranties and covenants, shall include all Borrowers. Borrower understands and agrees that, with or without notice to any one Borrower, Lender may with respect to any other Borrower (Aa) make one or more additional secured or unsecured loans or otherwise extend additional credit with respect to any other Borrowercredit; (Bb) with respect to any other Borrower alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of any indebtedness, including increases and decreases of the rate of interest on the indebtedness; (Cc) exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any security, with or without the substitution of new collateral; (Dd) release, substitute, agree not to suexxx, or deal with any one or more of Borrower's or any other Borrower's sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; (Ee) determine how, when and what application of payments and credits shall be made on any indebtedness; (Ff) apply such security and direct the order or manner of sale of any Collateralthereof, including without limitation, any non-judicial nonjudicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; (Gg) sell, transfer, assign assign, or grant participations in all or any part of the Loanindebtedness; (Hh) exercise or refrain from exercising any rights against Borrower or others, or otherwise act or refrain from acting; (Ii) settle or compromise any indebtedness; and (Jj) subordinate the payment of all or any part of any indebtedness of Borrower's indebtedness Borrower to Lender to the payment of any liabilities which may be due Lender or othersothers .

Multiple Borrowers. This Agreement has been executed exectuted by multiple obligors who are referred to in this Agreement herein individually, collectively and interchangeably as "Borrower." * Unless specifically stated to the contrary, the word "Borrower" as used in this Agreement, including without limitation all representations, warranties and covenants, shall include all Borrowers. Borrower understands and agrees that, with or without notice to any one Borrower, Lender may with respect to any other Borrower (Aa) make one or more additional secured or unsecured loans or otherwise extend additional credit with respect to any other Borrowercredit; (Bb) with respect to any other Borrower alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of any indebtedness, including increases and decreases of the rate of interest on the indebtedness; (Cc) exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any security, with or without the substitution of new collateral; (Dd) release, substitute, agree not to suexxx, or deal with any one or more of Borrower's or any other Borrower's Borrowers sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; (Ee) determine how, when and what application of payments and credits shall be made on any indebtedness; (F) 0 apply such security and direct the order or manner of sale of any Collateralthereof, including without limitation, any non-judicial nonjudicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; (Gg) sell, transfer, assign assign, or grant participations in all or any part of the Loanindebtedness; (Hh) exercise or refrain from exercising any rights against Borrower or others, or otherwise act or refrain from acting; (Ii) settle or compromise any indebtedness; and (J0) subordinate the payment of all or any part of any indebtedness of Borrower's indebtedness Borrower to Lender to the payment of any liabilities which may be due Lender or others.

Multiple Borrowers. This Agreement has been executed by multiple obligors who are referred to in this Agreement individually, collectively and interchangeably as "Borrower." Unless specifically stated to the contrary, the word "Borrower" as used in this Agreement, including without limitation all representations, warranties and covenants, shall include all Borrowers. Borrower understands and agrees that, with or without notice to any one Borrower, Lender may (A) make one or more additional secured or unsecured loans or otherwise extend additional credit with respect to any other Borrower; (B) with respect to any other Borrower alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of any indebtedness, including increases and decreases of the rate of interest on the indebtedness; (C) exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any security, with or without the substitution of new collateral; (D) release, substitute, agree not to sue, or deal with any one or xx more of Borrower's or any other Borrower's sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; (E) determine how, when and what application of payments and credits shall be made on any indebtedness; (F) apply such security and direct the order or manner of sale of any Collateral, including without limitation, any non-judicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; (G) sell, transfer, assign or grant participations in all or any part of the Loan; (H) exercise or refrain from exercising any rights against Borrower or others, or otherwise act or refrain from acting; (I) settle or compromise any indebtedness; and (J) subordinate the payment of all or any part of any of Borrower's indebtedness to Lender to the payment of any liabilities which may be due Lender or others.

Multiple Borrowers. This Agreement has been (a) Any certificate, instruction, instrument or request executed or made by multiple obligors who are referred to in this Agreement individually, collectively and interchangeably as "Borrower." Unless specifically stated any Borrower to the contrary, the word "Borrower" as used in this Agreement, Bank including without limitation any Covenant Compliance Certificate or request for advances under any Loan may be relied upon by the Bank and shall be binding upon all Borrowers to the same extent as if they had each separately executed or made it and the Bank may consider and rely on the requests, representations, warranties statements and covenantscovenants contained in such certificate, shall include instruction or instrument or request as the representation, statements and covenants of all Borrowers even though executed by less than all of the Borrowers. Borrower understands . (b) The Borrowers understand and agrees agree that, with or without notice to any one Borrower, Lender the Bank may (Ai) make one or more additional secured or unsecured loans or otherwise extend additional credit with respect to any other Borrower; (Bii) with respect to any other Borrower alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of any indebtedness, including increases and decreases of the rate of interest on the indebtedness; (Ciii) exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any security, with or without the substitution of new collateral; (Div) release, substitute, agree not to sueuse, or deal with any one or more of Borrower's or any other Borrower's sureties, endorsers, or other guarantors Borrowers on any terms or in any manner Lender Bank may choose; (Ev) determine how, when and what application of payments and credits shall be made on any indebtedness; (Fvi) apply such security and direct the order or manner of sale of any Collateral, including without limitation, any non-judicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender Bank in its discretion may determine; (Gvii) sell, transfer, assign or grant participations in all or compromise any part of the Loan; (Hviii) exercise or refrain from exercising any rights against Borrower or others, or otherwise act or refrain from acting; (Iix) settle or compromise any indebtedness; and (Jx) subordinate the payment of all or any part of any of Borrower's indebtedness to Lender lender to the payment of any liabilities which may be due Lender the Bank or others. Executed as a sealed instrument as of the date first recited above. MATEC Corporation By: /s/ Xxxxxxx X. Xxxxx /s/ Xxx Xxxxxx, Xx. -------------------- Witness Xxxxxx Xxxxxx Corporation /s/ Xxx Xxxxxx, Xx. By: /s/ Xxxxxxx X. Xxxxx ------------------ -------------------- Witness First Massachusetts Bank, N.A. /s/ Xxx Xxxxxx, Xx. By: /s/ Xxxxxx X. Xxxxxxx, Xx. ------------------- -------------------------- Witness Vice President SCHEDULE A TO LOAN AGREEMENT DATED FEBRUARY __, 2001 BETWEEN FIRST MASSACHUSETTS BANK, N.A. AND MATEC CORPORATION AND XXXXXX XXXXXX CORPORATION For all purposes hereof, unless the context requires otherwise, all capitalized and other terms which are defined in the Loan Agreement shall have the meanings set forth therein. A. LOAN DOCUMENTS The Loan Documents in effect as of the date of the Loan Agreement include but are not limited to the following (See Section 1 of Agreement): 1. This Loan Agreement; 2. $1,250,000.00 Demand Revolving Line of Credit Promissory Note (the "Line Note"); 3. $2,000.000.00 Commercial Term Promissory Note (the "Term Note"); B. AUDITED DESCRIPTION OF FINANCIAL STATEMENTS (See Section 4.3

Multiple Borrowers. This Agreement has been executed by multiple obligors who are referred to in this Agreement individually, collectively and interchangeably as "'Borrower." Unless specifically stated to the contrary, the word "Borrower" as used in this Agreement, including without limitation all representations, warranties and covenants, shall include all Borrowers. Borrower understands and agrees that, with or without notice to any one Borrower, Lender may (A) make one or more additional secured or unsecured loans or otherwise extend additional credit with respect to any other Borrower; (B) with respect to any other Borrower alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of any indebtedness, including increases and decreases of the rate of interest on the indebtedness; (C) exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any security, . with or without the substitution of new collateral; (D) release, substitute, agree not to suexxx, or deal with any one or more of Borrower's or any other Borrower's sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; : (E) determine how, when and what application of payments and credits shall be made on any indebtedness; (F) apply such security and direct the order or manner of sale of any Collateral, including without limitation, any non-judicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; (G) sell, transfer, assign or grant participations in all or any part of the Loan; (H) exercise or refrain from exercising any rights against Borrower or others, or otherwise act or refrain from acting; (I) settle or compromise any indebtedness; and (J) subordinate the payment of all or any part of any of Borrower's indebtedness to Lender to the payment of any liabilities which may be due Lender or others.

Multiple Borrowers. This Agreement has been executed by multiple obligors who are referred to in this Agreement individually, collectively and interchangeably as "Borrower." Unless specifically stated to the contrary, the word "word" Borrower" as used in this Agreement, including without limitation all representations, warranties and covenants, shall include all Borrowers. Borrower understands and agrees that, with or without notice to any one anyone Borrower, Lender lender may (A) make one or more additional secured or unsecured loans or otherwise extend additional credit with respect to any other Borrower; (B) with respect to any other Borrower alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of any indebtedness, including increases and decreases of the rate of interest on the indebtedness; (C) exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any security, with or without the substitution of new collateral; (D) release, substitute, agree not to sue, or deal with any one anyone or more of Borrower's or any other Borrower's sureties, endorsers, or other guarantors on any terms or in any manner Lender lender may choose; (E) determine how, when and what application of payments and credits shall be made on any indebtedness; (F) apply such security and direct the order or manner of sale of any Collateral, including without limitation, any non-judicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender lender in its discretion may determine; (G) sell, transfer, assign or grant participations in all or any part of the Loanloan; (H) exercise or refrain from exercising Loan No: 2000206013 any rights against Borrower or others, or otherwise act or refrain from acting; (I) settle or compromise any indebtedness; and (J) subordinate the payment of all or any part of any of Borrower's indebtedness to Lender lender to the payment of any liabilities which may be due Lender lender or others.

Multiple Borrowers. This Agreement has been executed by multiple obligors who are referred to in this Agreement individually, collectively and interchangeably as "“Borrower." ” Unless specifically stated to the contrary, the word "“Borrower" ” as used in this Agreement, including without limitation all representations, warranties and covenants, shall include all Borrowers. Borrower understands and agrees that, with or without notice to any one anyone Borrower, Lender may (A) make one or more additional secured or unsecured loans or otherwise extend additional credit with respect to any other Borrower; (B) with respect to any other Borrower alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of any indebtedness, including increases and decreases of the rate of interest on the indebtedness; (C) exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any security, with or without the substitution of new collateral; (D) release, substitute, agree not to suesxx, or deal with any one anyone or more of Borrower's ’s or any other Borrower's ’s sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; (E) determine how, when and what application of payments and credits shall be made on any indebtedness; (F) apply such security and direct the order or manner of sale of any Collateral, including without limitation, any non-judicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; (G) sell, transfer, assign or grant participations in all or any part of the Loan; (H) exercise or refrain from exercising any rights against Borrower or others, or otherwise act or refrain from acting; (I) settle or compromise any indebtedness; and (J) subordinate the payment of all or any part of any of Borrower's ’s indebtedness to Lender to the payment of any liabilities which may be due Lender or others.

Multiple Borrowers. This Agreement has been executed by multiple obligors obligators who are referred to in this Agreement individually, collectively and interchangeably as "“Borrower." ”. Unless specifically stated to the contrary, the word "“Borrower" ” as used in this Agreement, including without limitation all representations, warranties and covenants, shall include all Borrowers. Borrower understands and agrees that, with or without notice to any one Borrower, Lender may (A) make one or more additional secured or unsecured loans or otherwise extend additional credit with respect to any other Borrower; (B) with respect to any other Borrower alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of any indebtedness, including increases and decreases of the rate of interest on the indebtedness; (C) exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any security, with or without the substitution of new collateral; (D) release, substitute, agree not to sue, or deal with any one or more of Borrower's ’s or any other Borrower's ’s sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; (E) determine how, when and what application of payments and credits shall be made on any indebtedness; (F) apply such security and direct the order or manner of sale of any Collateral, including without limitation, any non-judicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; (G) sell, transfer, assign or grant participations in all or any part of the Loan; (H) exercise or refrain from exercising any rights against Borrower or others, or otherwise act or refrain from acting; (I) settle or compromise any indebtedness; and (J) subordinate the payment of all or any part of any of Borrower's ’s indebtedness to Lender to the payment of any liabilities which may be due Lender or others.

Multiple Borrowers. This Agreement has been executed by multiple obligors who are referred to in this Agreement individually, collectively and interchangeably as "Borrower." ". Unless specifically stated to the contrary, the word "Borrower" as used in this Agreement, including without limitation all representations, warranties and covenants, shall include all Borrowers. Borrower understands and agrees that, with or without notice to any one Borrower, Lender may (A) make one or more additional secured or unsecured loans or otherwise extend additional credit with respect to any other Borrower; (B) with respect to any other Borrower alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of any indebtedness, including increases and decreases of the rate of interest on the indebtedness; (C) exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any security, with or without the substitution of new collateral; (D) release, substitute, agree not to sue, or deal with any one or more of Borrower's or any other Borrower's Borrowex'x sureties, endorsers, or other guarantors on any terms or in any manner Lender Borrower may choose; (E) determine how, when and what application of payments and credits shall be made on any indebtedness; (F) apply such security and direct the order or manner of sale of any Collateral, including without limitation, any non-judicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; (G) sell, transfer, assign or grant participations in all or any part of the Loan; (H) exercise or refrain from exercising any rights against Borrower or others, or otherwise act or refrain from acting; (I) settle or compromise any indebtedness; and (J) subordinate the payment of all or any part of any of Borrower's indebtedness to Lender to the payment of any liabilities which may be due Lender or others.

Multiple Borrowers. This Agreement has been executed by multiple obligors who are referred to in this Agreement individually, collectively and interchangeably as "Borrower." Unless specifically stated to the contrary, the word "Borrower" as used in this Agreement, including without limitation all representations, warranties and covenants, shall include all Borrowers. Borrower understands and agrees that, with or without notice to any one Borrower, Lender may (A) make one or more additional secured or unsecured loans or otherwise extend additional credit with respect to any other Borrower; (B) with respect to any other Borrower alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of any indebtedness, including increases and decreases of the rate of interest on the indebtedness; (C) exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any security, with or without the substitution of new collateral; (D) release, substitute, agree not to sue, or deal with any one or more of Borrower's or any other Borrower's Borrowex'x sureties, endorsers, or other guarantors on any terms or in any manner Lender Borrower may choose; (E) determine how, when and what application of payments and credits shall be made on any indebtedness; (F) apply such security and direct the order or manner of sale of any Collateral, including without limitation, any non-judicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; (G) sell, transfer, assign or grant participations in all or any part of the Loan; (H) exercise or refrain from exercising any rights against Borrower or others, or otherwise act or refrain from acting; (I) settle or compromise any indebtedness; and (J) subordinate the payment of all or any part of any of Borrower's indebtedness to Lender to the payment of any liabilities which may be due Lender or others.

Multiple Borrowers. This Agreement has As set forth in Section 2.10, the Domestic Borrower shall be jointly and severally liable with each respective Subsidiary Borrower in respect of the principal of, and interest on, all Loans made to such respective Subsidiary Borrower hereunder. No Subsidiary Borrower (including Gatton) shall be liable for the repayment of the principal of, and interest on, Loans made to the Domestic Borrower or to another Subsidiary Borrower, or for reimbursement of an LC Disbursement for the account of the Domestic Borrower; provided, however, that nothing contained herein shall been executed by multiple obligors who are referred deemed to affect the liability under the Guaranty of Payment of any Subsidiary Borrower that is also a Guarantor thereunder. Except as expressly set forth above in this Agreement individually, collectively and interchangeably as "Borrower." Unless specifically stated to the contrary, the word "Borrower" as used in this Agreement, including without limitation all representations, warranties and covenants, shall include all Borrowers. Borrower understands and agrees that, with or without notice to any one Borrower, Lender may (A) make one or more additional secured or unsecured loans or otherwise extend additional credit with respect to any other Borrower; (BSection 9.15(a) with respect to the liability of a Subsidiary Borrower with regard to principal and interest on Loans to the Domestic Borrower or to any other Subsidiary Borrower or on account of LC Disbursements, and subject to Section 9.17, each Borrower and each Guarantor agrees that the representations and warranties made by, and the liabilities, obligations, and covenants of and applicable to, any or all of the Borrowers and the Guarantors under this Agreement, shall be in every case (whether or not specifically so stated in each such case herein) joint and several in all circumstances. Except if otherwise expressly stated, every notice by or to any Borrower or Guarantor shall be deemed also to constitute simultaneous notice by or to each other Borrower and each other Guarantor (as applicable), every act or omission by any Borrower or Guarantor shall be binding upon each Borrower and Guarantor, and (subject to Section 9.17) the Administrative Agent, the Issuing Bank and the Lenders are fully authorized by each Borrower and each Guarantor to act and rely also upon the representations and warranties, covenants, notices, acts, and omissions of each other Borrower and each other Guarantor. Without limiting the generality of the foregoing, each Borrower and each Guarantor agrees that the obligations of each of them hereunder and under the other Credit Documents shall be enforceable against each of them notwithstanding that this Agreement, the Guaranty of Payment or any other Credit Document may be unenforceable in any respect against any other Borrower alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of any indebtedness, including increases and decreases of the rate of interest on the indebtedness; (C) exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any security, with or without the substitution of new collateral; (D) release, substitute, agree not to sue, or deal with any one or more of Borrower's or any other Borrower's sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; (E) determine how, when and what application of payments and credits shall be made on any indebtedness; (F) apply such security and direct the order or manner of sale of any Collateral, including without limitation, any non-judicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; (G) sell, transfer, assign or grant participations in all or any part of the Loan; (H) exercise or refrain from exercising any rights against Borrower or others, or otherwise act or refrain from acting; (I) settle or compromise any indebtedness; and (J) subordinate the payment of all or any part of any of Borrower's indebtedness to Lender to the payment of any liabilities which may be due Lender or othersGuarantor.

Multiple Borrowers. This Agreement agreement has been executed by multiple obligors who are referred to in this Agreement herein individually, collectively and interchangeably as "Borrower." ". Unless specifically stated to the contrary, the word "Borrower" as used in this Agreement, including without limitation all representations, warranties and covenants, shall include all Borrowers. Borrower understands and agrees xxx xxxxes that, with or without notice to any one Borrower, Lender may with respect to any other Borrower (Aa) make one or more additional secured or unsecured loans or otherwise extend additional credit with respect to any other Borrowercredit; (Bb) with respect to any other Borrower alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of any indebtedness, including increases and decreases of the rate of interest on the indebtedness; (Cc) exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any security, with or without the substitution of new collateral; (Dd) release, substitute, agree not to sue, or deal with any one or more of Borrower's or any other Borrower's sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; (Ee) determine how, when and what application of payments and credits shall be made on any indebtedness; (Ff) apply such security and direct the order or manner of sale of any Collateralthereof, including without limitation, any non-judicial nonjudicial sale permitted by the terms of the controlling security agreement or deed of to trust, as Lender in its discretion may determine; (Gg) sell, transfer, assign assign, or grant participations in all or any part of the Loanindebtedness; (Hh) exercise or refrain retain from exercising any rights against Borrower or others, or otherwise act or refrain from acting; (Ii) settle or compromise any indebtedness; and (Jj) subordinate the payment of all or any part of any indebtedness of Borrower's indebtedness Borrower to Lender to the payment of any liabilities which may be due Lender or others.

Multiple Borrowers. This Agreement has been executed by multiple obligors who are referred to in this Agreement individually, collectively and interchangeably as "Borrower." Unless specifically stated to the contrary, the word "Borrower" as used in this Agreement, including without limitation all representations, warranties and covenants, shall include all Borrowers. Borrower understands and agrees that, with or without notice to any one Borrower, Lender may (A) make one or more additional secured or unsecured loans or otherwise extend additional credit with respect to any other Borrower; (B) with respect to any other Borrower alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of any indebtedness, including increases and decreases of the rate of interest on the indebtedness; (C) exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any security, with or without the substitution of new collateral; (D) release, substitute, agree not to suexxx, or deal with any one or more of Borrower's or any other Borrower's sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; (E) } determine how, when and what application of payments and credits shall be made on any indebtedness; (F) apply such security and direct the order or manner of sale of any Collateral, including without limitation, any non-judicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; (G) sell, transfer, assign or grant participations in all or any part of the Loan; (H) exercise or refrain from exercising any rights against Borrower or others, or otherwise act or refrain from acting; (I[) settle or compromise any indebtedness; and (J) subordinate the payment of all or any part of any of Borrower's indebtedness to Lender to the payment of any liabilities which may be due Lender or others.

Multiple Borrowers. This Agreement has been executed by multiple obligors who are referred to in this Agreement individually, collectively and interchangeably as "Borrower." ". Unless specifically stated to the contrary, the word "Borrower" as used in this Agreement, including without limitation all representations, warranties and covenants, shall include all Borrowers. Borrower understands and agrees that, with or without notice to any one Borrower, Lender may (A) make one or more additional secured or unsecured loans or otherwise extend additional credit with respect to any other Borrower; (B) with respect to any other Borrower alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of any indebtedness, including increases and decreases of the rate of interest on the indebtedness; (C) exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any security, with or without the substitution of new collateral; (D) release, substitute, agree not to sue, or deal with any one or more of Borrower's or any other BorrowerBorrowxx's sureties, endorsers, or other guarantors on any terms or in any manner Lender Borrower may choose; (E) determine how, when and what application of payments and credits shall be made on any indebtedness; (F) apply such security and direct the order or manner of sale of any Collateral, including without limitation, any non-judicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; (G) sell, transfer, assign or grant participations in all or any part of the Loan; (H) exercise or refrain from exercising any rights against Borrower or others, or otherwise act or refrain from acting; (I) settle or compromise any indebtedness; and (J) subordinate the payment of all or any part of any of Borrower's indebtedness to Lender to the payment of any liabilities which may be due Lender or others.

Multiple Borrowers. This Agreement has been executed by multiple obligors who are referred to in this Agreement individually, collectively and interchangeably as "Borrower." Unless specifically stated to the contrary, the word "Borrower" as used in this Agreement, including without limitation all representations, warranties and covenants, shall include all Borrowers. Borrower understands and agrees that, with or without notice to any one Borrower, Lender may (A) make one or more additional secured or unsecured loans or otherwise extend additional credit with respect to any other Borrower; (B) with respect to any other Borrower alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of any indebtedness, including increases and decreases of the rate of interest on the indebtedness; (C) exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any security, with or without the substitution of new collateral; (D) release, substitute, agree not to sue, or deal with any one or more of Borrower's or any other BorrowerBoxxxwer's sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; (E) determine how, when and what application of payments and credits shall be made on any indebtedness; (F) apply such security and direct the order or manner of sale of any Collateral, including without limitation, any non-judicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; (G) sell, transfer, assign or grant participations in all or any part of the Loan; (H) exercise or refrain from exercising any rights against Borrower or others, or otherwise act or refrain from acting; (I) settle or compromise any indebtedness; and (J) subordinate the payment of all or any part of any of Borrower's indebtedness to Lender to the payment of any liabilities which may be due Lender or others.

Multiple Borrowers. This Agreement has been executed (a) Where this Letter of Set-Off is given by multiple obligors who are referred to in this Agreement individually, collectively and interchangeably as "Borrower." Unless specifically stated to the contraryor on behalf of more than one person, the word "expression the “Borrower" ” shall be construed as used in this Agreement, including without limitation all representations, warranties referring to each such person individually and covenants, shall include all Borrowers. Borrower understands and agrees that, with or without notice to any one Borrower, Lender may (A) make one or more additional secured or unsecured loans or otherwise extend additional credit with respect to any other Borrower; (B) with respect to any other Borrower alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of any indebtedness, including increases and decreases of the rate of interest on the indebtedness; (C) exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any security, with or without the substitution of new collateral; (D) release, substitute, agree not to sue, or deal with any one or more of such persons collectively, and all agreements, obligations, liabilities, representations, warranties and undertakings of the Borrower contained or implied in this Letter of Set-Off are joint and several and shall be construed accordingly. For the avoidance of doubt (if any) the expression the “Borrower's ” herein extends to all persons who are intended to or have agreed to execute a Letter of Set-Off in relation to the Facilities notwithstanding that they have not conjointly affixed their signatures to one single copy of this Letter of Set-Off so long as they are to sign individual copies of this Letter of Set-Off and notwithstanding that such signing may be at different times and places. (b) Each of the parties comprising the Borrower agrees and consents severally to be bound by this Letter of Set-Off, notwithstanding that any others whom it was intended should sign or be bound by this Letter of Set-Off may not do so or be effectually bound hereby, and notwithstanding that this Letter of Set-Off may be invalid or unenforceable against any one or more of the parties comprising the Borrower, whether or not the deficiency is known to the Bank and notwithstanding the obligations of any other Borrower's suretiesof them hereunder has determined or been discontinued for any reason whatsoever. (c) The Bank shall be entitled to release any one or more of the parties comprising the Borrower from this Letter of Set-Off, endorsersto compound with or otherwise vary or agree to vary the liability of, or to grant time or other guarantors indulgence to, or make other arrangements with, any one or more of the parties comprising the Borrower without prejudice to or affecting the Bank’s rights, powers and remedies against any others of the parties comprising the Borrower. (d) Any notice served pursuant to this Letter of Set-Off on any terms or in any manner Lender may choose; (E) determine how, when and what application of payments and credits party comprising the Borrower shall be made deemed to have been duly served on all the parties comprising the Borrower. (e) The Bank may make a demand under this Letter of Set-Off on any indebtedness; (F) apply such security and direct the order one or manner of sale of any Collateral, including without limitation, any non-judicial sale permitted by the terms more of the controlling security agreement persons comprising the Borrower without being required to make a demand at the same time or deed of trust, as Lender in its discretion may determine; (G) sell, transfer, assign or grant participations in all or at any part of other time on any other person comprising the Loan; (H) exercise or refrain from exercising any rights against Borrower or others, or otherwise act or refrain from acting; (I) settle or compromise any indebtedness; and (J) subordinate the payment of all or any part of any of Borrower's indebtedness to Lender to the payment of any liabilities which may be due Lender or others.

Multiple Borrowers. This Agreement has been executed by multiple obligors who are referred to in this Agreement individually, collectively and interchangeably as "Borrower." Unless specifically stated (a) Notwithstanding any provisions of the Loan Documents or any applicable Legal Requirements to the contrary, until the word "Borrower" as used indefeasible payment and discharge in this Agreementfull of the Debt, including without limitation each Borrower agrees, jointly and severally, that it shall not (and hereby waives, to the fullest extent possible under applicable law, any right to) file, commence, seek or prosecute an action for partition or forced sale of the Property or any portion thereof and/or Improvements or any portion thereof. (b) Each Borrower agrees that any and all rights of subrogation, reimbursement, contribution, indemnity or otherwise arising by contract or operation of law from or against any other Borrower shall be subordinate, in right of payment, to the prior and indefeasible payment in full of the Debt, and each Borrower agrees that it shall not enforce any such rights or ask for, demand, sue for, take or receive payments on account thereof, until the Debt shall have been finally and indefeasibly paid in full. Any (c) Each of the representations, warranties and covenantscovenants and agreements of Borrower set forth in this Agreement and each of the other Loan Documents shall be deemed to have been made equally by each Borrower (unless otherwise expressly provided). It is the intent of the parties hereto in making any determination under this Agreement, shall include all Borrowers. Borrower understands and agrees thatincluding, with without limitation, in determining whether (1) a breach of a representation, warranty or without notice to covenant has occurred, (2) there has occurred a Default or Event of Default, or (3) an event has occurred which would create recourse obligations under this Agreement or the Guaranty, that any one Borrowersuch breach, Lender may (A) make one occurrence or more additional secured or unsecured loans or otherwise extend additional credit event with respect to any Borrower shall be deemed to be such a breach, occurrence or event with respect to all Borrowers and that all Borrowers need not have been involved with such breach, occurrence or event in order for the same to be deemed such a breach, occurrence or event with respect to every Borrower. Each of the representations, warranties and covenants set forth in this Agreement and each of the other Borrower; Loan Documents shall, unless the context requires otherwise, (Bx) be made by each Borrower individually, and by all Borrowers collectively and (y) with respect to the Property, apply to each Individual Property or portion thereof and to all of the Property. (d) Each Borrower agrees that Agent Xxxxxxxx is authorized to be the sole contact and notice party for Lender with respect to the Loan and is and shall remain authorized by each Borrower to receive all notices, and shall have the full power, authority and obligation, on behalf of each Borrower, to correspond with Lender on all matters concerning each Borrower, the Loan, the Loan Documents and the Property, and any portion thereof, including (i) requesting approvals of or consents by Lender in connection with this Agreement and the other Loan Documents, (ii) executing and delivering estoppels or agreements required of Borrower under this Agreement, and (iii) responding to inquiries, requests or demands made by Xxxxxx. Agent Xxxxxxxx shall keep and maintain proper and accurate books and records pertaining to the Loan separate from any other Borrower alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms property of any indebtedness, including increases and decreases of the rate of interest on the indebtedness; (C) exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any security, with or without the substitution of new collateral; (D) release, substitute, agree not to sue, or deal with any one or more of Borrower's or any other Borrower's sureties. Each Borrower hereby expressly waives the right to receive any notices in connection with the Loan and/or the Loan Documents, endorsers, or other guarantors on any terms notwithstanding anything to the contrary contained in this Agreement or in the other Loan Documents, and agrees that any manner obligation of Lender may choose; (E) determine how, when and what application of payments and credits to deliver notice to Borrower shall be made satisfied by providing such notice to Agent Xxxxxxxx. Xxxxxx may rely on any indebtedness; (F) apply such security Agent Xxxxxxxx’s power and direct authority, decisions, agreements, correspondence, replies, answers, information and/or requests, without further inquiry or liability. Agent Borrower shall not be replaced or terminated without Xxxxxx’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything herein on in the order or manner of sale of any Collateral, including without limitationother Loan Documents to the contrary, any non-judicial sale permitted amounts which Xxxxxx is obligated to disburse to Borrower pursuant to the Loan Documents may be disbursed by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; (G) sell, transfer, assign or grant participations in all or any part of the Loan; (H) exercise or refrain from exercising any rights against Borrower or others, or otherwise act or refrain from acting; (I) settle or compromise any indebtedness; and (J) subordinate the payment of all or any part of any of Borrower's indebtedness to Lender to Agent Borrower for application by Agent Borrower in accordance with the payment of any liabilities which may be due Lender or othersapplicable terms hereof.

Multiple Borrowers. This Agreement has been executed by multiple obligors who are referred (a) It is the intent of the parties to in this Agreement individuallythat Borrowers shall be jointly and severally obligated hereunder and under the Notes, collectively as co-borrowers under this Agreement and interchangeably as "Borrowerco-makers of the Notes, in respect of the principal of and interest on, and all other amounts owing in respect of, the Loans and the Notes. Each Borrower hereby (i) jointly and severally and irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Borrowers with respect to the payment and performance of all of the Obligations hereunder, it being the intention of the parties hereto that all such Obligations shall be the joint and several obligations of each Borrower without preferences or distinction among them and that the obligations of each Borrower hereunder shall be unconditional irrespective of any circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a guarantor or surety, and (ii) further agrees that if any such Obligations are not paid in full when due (whether at stated maturity, as mandatory prepayment or cash collateralization, by acceleration or otherwise), Borrowers will, jointly and severally, promptly pay the same, without any demand or notice whatsoever. Each Borrower acknowledges and agrees that the delivery of funds to any Borrower under this Agreement shall constitute valuable consideration and reasonably equivalent value to all Borrowers for the purpose of binding them and their assets on a joint and several basis for the Obligations hereunder." Unless specifically stated (b) Each Borrower expressly waives any and all rights of subrogation, reimbursement, indemnity, exoneration, contribution of any other claim which such Borrower may now or hereafter have against the other Borrowers or any other Person directly or contingently liable for the Obligations hereunder, or against or with respect to any other Borrowers’ property (including any property which is Collateral for the Obligations), arising from the existence or performance of this Agreement, until termination of this Agreement and repayment in full of the Obligations. (c) Notwithstanding anything contained herein to the contrary, the word "Borrower" obligations of each Borrower under the Credit Documents at any time shall be limited to the maximum amount as used will result in this Agreement, including without limitation all representations, warranties and covenants, the obligations of such Borrower under the Credit Documents not constituting a fraudulent transfer or conveyance for purposes of any Debtor Relief Laws. (d) If any payment shall include all Borrowers. Borrower understands and agrees that, with or without notice be required to be made to any one BorrowerSecured Party under any Credit Document, Lender may each Borrower hereby unconditionally and irrevocably agrees it will contribute, to the maximum extent permitted by law, such amounts to each other Credit Party so as to maximize the aggregate amount paid to the Secured Parties under or in connection with the Credit Documents. (Ae) make one or more additional secured or unsecured loans or otherwise extend additional credit with respect to any other Borrower; (B) with respect to any other Borrower alter, compromise, renew, extend, accelerate, or otherwise change one or more times Notwithstanding the time for payment or other terms of any indebtedness, including increases and decreases of the rate of interest on the indebtedness; (C) exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any security, with or without the substitution of new collateral; (D) release, substitute, agree not to sue, or deal with any one or more of Borrower's foregoing or any other Borrower's sureties, endorsers, or other guarantors on any terms provision contained herein or in any manner Lender may choose; other Credit Document, if a “secured creditor” (Eas that term is defined under the Bankruptcy and Insolvency Act (Canada)) determine howis determined by a court of competent jurisdiction not to include a Person to whom obligations are owed on a joint and several basis, when then such Person’s Obligations (and what application the Obligations of payments and credits each other Canadian Credit Party), to the extent such Obligations are secured, shall be made on several obligations and not joint and several obligations. (f) This Section 2.06 is intended solely to preserve the rights of Administrative Agent and the other Secured Parties hereunder and under the other Credit Document to the maximum extent that would not cause the Obligations or the Secured Obligations (as defined in the Security Agreement) of each Borrower to be subject to avoidance or unenforceability under any indebtedness; (F) apply such security Debtor Relief Laws, and direct the order neither any Borrower nor any other Person shall have any right or manner of sale of any Collateral, including without limitation, any non-judicial sale permitted by the terms of the controlling security agreement or deed of trust, claim under this Section 2.06 as Lender in its discretion may determine; (G) sell, transfer, assign or grant participations in all against Administrative Agent or any part of other Secured Party that would not otherwise be available to such Person under the Loan; (H) exercise Bankruptcy Code or refrain from exercising any rights against Borrower or others, or otherwise act or refrain from acting; (I) settle or compromise any indebtedness; and (J) subordinate the payment of all or any part of any of Borrower's indebtedness to Lender to the payment of any liabilities which may be due Lender or otherssuch other laws.

Multiple Borrowers. This Agreement has (a) As set forth in Section 2.10, the Domestic Borrower shall be jointly and severally liable with each respective Subsidiary Borrower in respect of the principal of, and interest on, all Loans made to such respective Subsidiary Borrower hereunder. No Subsidiary Borrower (including Gatton) shall be liable for the repayment of the principal of, and interest on, Loans made to the Domestic Borrower or to another Subsidiary Borrower, or for reimbursement of an LC Disbursement for the account of the Domestic Borrower; provided, however, that nothing contained herein shall been executed by multiple obligors who are referred deemed to affect the liability under the Guaranty of Payment of any Subsidiary Borrower that is also a Guarantor thereunder. Except as expressly set forth above in this Agreement individually, collectively and interchangeably as "Borrower." Unless specifically stated Section 9.15(a) with respect to the contraryliability of a Subsidiary Borrower with regard to principal and interest on Loans to the Domestic Borrower or to any other Subsidiary Borrower or on account of LC Disbursements, and subject to Section 9.17, each Borrower and each Guarantor agrees that the representations and warranties made by, and the liabilities, obligations, and covenants of and applicable to, any or all of the Borrowers and the Guarantors under this Agreement, shall be in every case (whether or not specifically so stated in each such case herein) joint and several in all circumstances. Except if otherwise expressly stated, every notice by or to any Borrower or Guarantor shall be deemed also to constitute simultaneous notice by or to each other Borrower and each other Guarantor (as applicable), every act or omission by any Borrower or Guarantor shall be binding upon each Borrower and Guarantor, and (subject to Section 9.17) the Administrative Agent, the word "Issuing Bank and the Lenders are fully authorized by each Borrower and each Guarantor to act and rely also upon the representations and warranties, covenants, notices, acts, and omissions of each other Borrower and each other Guarantor. Without limiting the generality of the foregoing, each Borrower and each Guarantor agrees that the obligations of each of them hereunder and under the other Credit Documents shall be enforceable against each of them notwithstanding that this Agreement, the Guaranty of Payment or any other Credit Document may be unenforceable in any respect against any other Borrower or Guarantor. (b) The Domestic Borrower is accepting joint and several liability for all obligations of the Subsidiary Borrowers with respect to the Loans made to a Subsidiary Borrower hereunder in consideration of the financial accommodations to be provided by the Lenders under this Agreement, for the mutual benefit, directly and indirectly, of each of the Borrowers and in consideration of the undertakings of each Subsidiary Borrower to accept its own liability for such obligations. (c) The Domestic Borrower and each respective Subsidiary Borrower" , jointly and severally, hereby irrevocably and unconditionally accepts, not merely as used a surety but also as a co-debtor, joint and several liability with each other as set forth herein, with respect to the payment and performance of all of such obligations with respect to the Loans made to such respective Subsidiary Borrower, it being the intention of the parties hereto that all such obligations shall be joint and several as aforesaid, without preference or distinction among them. If and to the extent that either of the Domestic Borrower or such respective Subsidiary Borrower shall fail to make any payment with respect to any of such obligations as and when due or to perform any of such obligations in accordance with the terms hereof, then in each such event the other such Borrower, subject to paragraph (a) of this Section 9.15, will make such payment with respect to, or perform, such obligation. (d) The obligations with respect to the Loans made to a Subsidiary Borrower under the provisions of Section 2.10 and this Section 9.15 constitute full recourse obligations of each of the Domestic Borrower and such Subsidiary Borrower (as applicable) enforceable against each such Person to the full extent of its properties and assets, irrespective of the validity, regularity or enforceability of this Agreement, the other Credit Documents or any other circumstances whatsoever. (e) Except as otherwise expressly provided in this Agreement, the Domestic Borrower and each Subsidiary Borrower (as applicable) hereby waives notice of acceptance of its joint and several liability, notice of any Loans made under this Agreement, notice of any action at any time taken or omitted by the Lenders or the Administrative Agent under or in respect of any of such obligations, and, generally, to the extent permitted by applicable law, all demands, notices and other formalities of every kind in connection with this Agreement. The Domestic Borrower and each Subsidiary Borrower (as applicable) hereby assents to, and waives notice of, any extension or postponement of the time for the payment of any of such obligations, the acceptance of any payment of any of such obligations, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by the Lenders or the Administrative Agent at any time or times in respect of any default by either the Domestic Borrower or any Subsidiary Borrower in the performance or satisfaction of any term, covenant, condition or provision of this Agreement, any and all other indulgences whatsoever by the Lenders or the Administrative Agent in respect of any of such obligations, 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 the Domestic Borrower or any Subsidiary Borrower. Without limiting the generality of the foregoing, all Borrowers assent to any other action or delay in acting or failure to act on the part of the Lenders or the Administrative Agent with respect to the failure by any other Borrower or any Guarantor to comply with any of its respective obligations, including without limitation all representationsany failure to strictly or diligently assert any right or to pursue any remedy or to comply fully with applicable laws or regulations thereunder, warranties and covenantswhich might, shall include all but for the provisions of this Section 9.15, afford grounds for terminating, discharging or relieving any of the Borrowers. Borrower understands and agrees , in whole or in part, from any of its obligations under this Section 9.15 or Section 2.10, it being the intention of each of the Borrowers that, with so long as any of such obligations hereunder remains unsatisfied, the obligations of the Borrowers under this Section 9.15 and Section 2.10 shall not be discharged except by performance and then only to the extent of such performance. Such obligations of each of the Borrowers under this Section 9.15 or without notice to Section 2.10 shall not be diminished or rendered unenforceable by any one Borrowerwinding up, Lender may (A) make one reorganization, arrangement, liquidation, re-construction or more additional secured or unsecured loans or otherwise extend additional credit similar proceeding with respect to any of the Borrowers, any Guarantor, any of the Lenders or the Administrative Agent. The joint and several liability of the Domestic Borrower and each Subsidiary Borrower to the extent provided for hereunder shall continue in full force and effect notwithstanding any absorption, merger, amalgamation or any other Borrower; change whatsoever in the name, membership, constitution or place of formation of any of the Borrowers, any Guarantor, any of the Lenders or the Administrative Agent. (Bf) The provisions of this Section 9.15 are made for the benefit of the Lenders and the Administrative Agent and their successors and assigns, and may be enforced in good faith from time to time against the Borrowers as often as occasion therefor may arise and without any requirement on the part of the Lenders or the Administrative Agent first to marshal any of their claims or to exercise any of their rights against any other Borrower or any Guarantor, or to exhaust any remedies available to them against any other Borrower or any Guarantor, or to resort to any other source or means of obtaining payment of any of the obligations with respect to the Loans to Subsidiary Borrowers hereunder or to elect any other Borrower alter, compromise, renew, extend, accelerate, remedy. The provisions of this Section 9.15 shall remain in effect until all of such obligations shall have been paid in full or otherwise change one or more times the time for payment or other terms of fully satisfied. If at any indebtedness, including increases and decreases of the rate of interest on the indebtedness; (C) exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any security, with or without the substitution of new collateral; (D) release, substitute, agree not to sue, or deal with any one or more of Borrower's or any other Borrower's sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; (E) determine how, when and what application of payments and credits shall be made on any indebtedness; (F) apply such security and direct the order or manner of sale of any Collateral, including without limitationtime, any non-judicial sale permitted by the terms of the controlling security agreement or deed of trustpayment, as Lender in its discretion may determine; (G) sell, transfer, assign or grant participations in all or any part of the Loan; (H) exercise or refrain from exercising any rights against Borrower or othersthereof, or otherwise act or refrain from acting; (I) settle or compromise any indebtedness; and (J) subordinate the payment of all or any part made in respect of any of Borrower's indebtedness to Lender to such obligations, is rescinded or must otherwise be restored or returned by the payment Lenders upon the insolvency, bankruptcy or reorganization of any liabilities which may Borrower, or otherwise, the provisions of this Section 9.15 and Section 2.10 (if applicable) will forthwith be due Lender or othersreinstated in effect, as though such payment had not been made.

Multiple Borrowers. This Agreement Although the Note has been executed by multiple obligors who are referred to in Borrowers, this Agreement individuallyhas been executed only by INDUSTRIAL DATA SYSTEMS CORPORATION. With the exception of the specific representations, collectively warranties and interchangeably as convenants set forth in the sections of this Agreement titled "Borrower.REPRESENTATIONS AND WARRANTIES," Unless specifically stated to the contrary, "AFFIRMATIVE COVENANTS" AND NEGATIVE COVENANTS," the word "Borrower" as used in this Agreement, including without limitation all representations, warranties and covenants, herein shall include all Borrowers. Borrower understands and agrees that, with or without notice to any one Borrower, Lender may with respect to any other Borrower (Aa) make one or of more additional secured or unsecured loans or otherwise extend additional credit with respect to any other Borrowercredit; (Bb) with respect to any other Borrower alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of any indebtedness, including increases and decreases of the rate of interest on the indebtedness; (Cc) exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any security, with or without the substitution of new collateral; (Dd) release, substitute, agree not to suexxx, or deal with any one or more of Borrower's or any other Borrower's sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; (Ee) determine how, when and what application of payments and credits shall be made on any indebtedness; (Ff) apply such security and direct the order or manner of sale of any Collateralthereof, including without limitation, any non-judicial nonjudicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; (Gg) sell, transfer, assign or grant participations in all or any part of the Loan; (H) exercise or refrain from exercising any rights against Borrower or othersassign, or otherwise act or refrain from acting; (I) settle or compromise any indebtedness; and (J) subordinate the payment of all or any part of any of Borrower's indebtedness to Lender to the payment of any liabilities which may be due Lender or others.or

Multiple Borrowers. This Agreement has been executed by multiple obligors who are referred to in this Agreement individually, collectively and interchangeably as "“Borrower." ” Unless specifically stated to the contrary, the word "“Borrower" ” as used in this Agreement, including including, without limitation limitation, all representations, warranties and covenants, shall include all Borrowers. Borrower understands and agrees that, that with or without notice to any one Borrower, Lender may (A) make one or more additional secured or unsecured loans or otherwise extend additional credit with respect to any other Borrower; (B) with respect to any other Borrower alter, compromise, renew, extend, accelerate, accelerate or otherwise change one or more times the time for payment or other terms of any indebtedness, including increases and decreases of the rate of interest on the indebtedness; (C) exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any security, with or without the substitution of new collateral; (D) release, substitute, agree not to sue, or deal with any one or more of Borrower's ’s or any other Borrower's ’s sureties, endorsers, endorsers or other guarantors on any terms or in any manner Lender may choose; (E) determine how, when and what application of payments and credits shall be made on any indebtedness; (F) apply such security and direct the order or manner of sale of any Collateral, including including, without limitation, any non-judicial nonjudicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; (G) sell, transfer, assign or grant participations in all or any part of the Loan; (H) exercise or refrain from exercising any rights against Borrower or others, or otherwise act or refrain from acting; (I) settle or compromise any indebtedness; and (J) subordinate the payment of all or any part of any of Borrower's ’s indebtedness to Lender to the payment of any liabilities which may be due Lender or others.

Multiple Borrowers. This Agreement has been executed by multiple obligors who are referred (a) Each and every reference to in this Agreement individuallyand any and all representations, collectively warranties, covenants and interchangeably as "Borrower." Unless specifically stated undertakings of, Borrowers herein, including but not limited to the contraryEvents of Default shall be deemed to apply to each of the Borrowers, jointly and severally. (b) The obligations and liabilities of each of the word "Borrower" as used in this AgreementBorrowers under, including without limitation and all representations, warranties and covenantscovenants in, this Agreement and the other Loan Documents shall include be direct and primary and joint and several in all Borrowersrespects whatsoever. (c) Lender may deal with any Borrower as if it were the sole obligor, without impairing in any way the liability of any other obligor. Borrower understands and agrees that, with or without notice to any one BorrowerWithout limiting the generality of that right, Lender may in particular release, impair, or fail to perfect, or maintain perfected, an interest in any collateral of any of the Borrowers, waive defaults by any of them, or extend or compromise the liability of any of them without the consent of the other Borrowers. (Ad) make one Each of the Borrowers represents that it has carefully considered the alternatives to and the legal consequences of incurring joint and several liability under this Agreement and the other Loan Documents and has determined that by such arrangement it is able to obtain financing on terms more favorable than otherwise, and that under joint and several facilities each of the Borrowers will realize substantial interest savings over alternative financing arrangements. (e) Each of the Borrowers hereby irrevocably appoints Borrower Agent as its agent representative to deal with Lender on its behalf in all respects in connection with this Agreement and the transactions contemplated herein. Each of the Borrowers agrees to be bound by all actions of the Borrower Agent in all such respects. (f) Lender may bring a separate action or more additional secured actions under this Agreement or unsecured loans any of the other Loan Documents against each or otherwise extend additional credit with respect to any of the Borrowers, whether such action is brought against any other Borrower; (B) with respect , or any other Borrower is not joined therein. Each of the Borrowers agrees that any release which may be given to any other Borrower altershall not release any other Borrower from its obligations hereunder or under any of the other Loan Documents. Each of the Borrowers hereby waives any right to assert against Lender any defense (legal or equitable), compromiseset off, renew, extend, acceleratecounterclaim, or otherwise change one claims which any of them individually may now or more times the any time for payment or hereafter have against any other terms Borrower. (g) Any and all present and future debt and other obligations of any indebtedness, including increases and decreases of the rate Borrowers to another Borrower is hereby subordinated to the full payment and performance of interest on all amounts due to Lender, whether under this Agreement or otherwise. (h) Each of the indebtedness; (C) exchangeBorrowers hereby covenants that it will continue to keep itself informed as to the financial condition of the other Borrowers, enforce, waive, subordinate, fail or decide not to perfectthe status of the other Borrowers, and release all circumstances which bear upon the risk of nonpayment. Absent a written request from any securityof the Borrowers to Lender for information, with each of the Borrowers hereby waives any and all rights it may have to require Lender to disclose to such Borrower any information which Lender may now or without hereafter acquire concerning the substitution condition or circumstances of new collateral; the other Borrowers. (Di) releaseThe liability of any of the Borrowers hereunder shall survive discharge or compromise of any Obligation of any other Borrower in bankruptcy or otherwise. (j) Each of the undersigned Borrowers hereby waives all defenses, substitutecounterclaims and off-sets of any kind or nature, agree not to suewhether legal or equitable, that may arise: (i) directly or deal with indirectly from the present or future lack of validity, binding effect or enforceability of this Agreement, any one or more of Borrower's the other Loan Documents or any other Borrowerdocument or instrument evidencing, securing or otherwise relating to the Obligations, (ii) from Lender's suretiesimpairment of any collateral, endorsersincluding the failure to record or perfect, or other guarantors on any terms or maintain perfected, the Lender's interest in any manner Lender may choose; collateral, or (Eiii) determine how, when and what application of payments and credits shall be made on any indebtedness; (F) apply such security and direct the order or manner of sale by reason of any Collateral, including without limitation, any non-judicial sale permitted claim or defense based upon an election of remedies by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; (G) sellthe event such election may, transferin any manner, assign impair, affect, reduce, release, destroy or grant participations in all extinguish any right of contribution or reimbursement of any Borrower, or any part other rights of the Loan; (H) exercise or refrain from exercising any rights Borrower to proceed against Borrower or othersany other Borrower, guarantor, or otherwise act or refrain from acting; (I) settle or compromise against any indebtedness; and (J) subordinate the payment of all other person or any part of any of Borrower's indebtedness to Lender to the payment of any liabilities which may be due Lender or otherscollateral.

Multiple Borrowers. This Agreement has been executed by multiple obligors who are referred to in this Agreement individuallyIf at any time Borrower is comprised of more than one entity or other Person (including, collectively and interchangeably as "Borrower." Unless specifically stated to the contrary, the word "Borrower" as used in this Agreement, including without limitation and for the avoidance of doubt, on the Effective Date in the case of Rotmans and Vystar), all representationsof the Obligations shall be joint and several as among each and all such Persons, warranties and covenantseach reference in any of the Loan Documents to “Borrower” shall be (and hereby is) deemed to refer to each such Person constituting Borrower individually and also to all such Persons jointly; provided, shall include all Borrowers. Borrower understands and agrees thathowever, with or without notice to that the release by Lender of any one Borrowersuch Person shall not release any other Person obligated on account of the Obligations (whether in whole or in part), Lender may (A) make or any of them. Any and all present and future debts or obligations of any one or more additional secured or unsecured loans or otherwise extend additional credit with respect such Person to any other Borrower; Person constituting, and/or owning or holding any Equity Interests in or of, Borrower are hereby subordinated to the Indefeasible Satisfaction of all Obligations (B) with respect except as may be otherwise expressly provided in any Subordination Agreement directly applicable to such debts or obligations). No Person directly, indirectly or contingently liable for any Obligations may seek contribution from any other Borrower alterPersons also so liable, compromiseunless and until all Obligations to Lender of the Person from whom contribution is sought shall have been Indefeasibly Satisfied; and notwithstanding the existence of any “reimbursement and indemnity agreement”, renew“contribution agreement” or “indemnity agreement” (or similarly-titled agreement(s) of like import and effect) privately executed between or among any such Persons (and irrespective of whether any of the same may be disclosed or undisclosed to Lender). Except as otherwise expressly provided in a writing signed by a duly authorized officer of Lender, extend, accelerate, the release or otherwise change one or more times the time for payment compromise by Lender of any Collateral or other terms of security for any indebtedness, including increases and decreases payment and/or performance of the rate Loan, the Loan Documents and/or any of interest on the indebtedness; (C) exchange, enforce, waive, subordinate, fail or decide Obligations shall not to perfect, and release any securitysuch Person directly, with indirectly or without the substitution of new collateral; (D) release, substitute, agree not to sue, or deal with any one or more of Borrower's or any other Borrower's sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; (E) determine how, when and what application of payments and credits shall be made on any indebtedness; (F) apply such security and direct the order or manner of sale of any Collateral, including without limitation, any non-judicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; (G) sell, transfer, assign or grant participations in contingently liable for all or any part of the Loan; (H) exercise or refrain from exercising any rights against Borrower or others, or otherwise act or refrain from acting; (I) settle or compromise any indebtedness; and (J) subordinate the payment of all or any part of any of Borrower's indebtedness to Lender to the payment of any liabilities which may be due Lender or othersObligations.

Multiple Borrowers. This Agreement has been executed by multiple obligors who are referred to in this Agreement individually, collectively and interchangeably as "“Borrower." ” Unless specifically stated to the contrary, the word "“Borrower" ” as used in this Agreement, including without limitation all representations, warranties and covenants, shall include all Borrowers. Borrower Xxxxxxxx understands and agrees that, with or without notice to any one Borrower, . Lender may (A) make one or more additional secured or unsecured loans or otherwise extend additional credit with respect to any other Borrower; (B) 8) with respect to any other Borrower alter, compromise, renew, extend, accelerate, . or otherwise change one or more times the time for payment or other terms of any indebtedness, including increases and decreases of the rate of interest on the indebtedness; (C) exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any security, with or without the substitution of new collateral; (D) release, substitute, agree not to sue, or deal with any one or more of Borrower's ’s or any other Borrower's ’s sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; (E) determine how, when and what application of payments and credits shall be made on any indebtedness; (F) } apply such security and direct the order or manner of sale of any Collateral, including without limitation, any non-judicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; (G) sell, transfer, assign or grant participations in all or any part of the Loan; (H) exercise or refrain from exercising any rights against Borrower or others, or otherwise act or refrain from acting; (I) settle or compromise any indebtedness; and (J) subordinate the payment of all or any part of any of Borrower's ’s indebtedness to Lender to the payment of any liabilities which may be due Lender or others.

Multiple Borrowers. This Agreement has been executed by multiple obligors who are referred to in this Agreement herein individually, collectively and interchangeably as "Borrower." Unless specifically stated to the contrary, the word "Borrower" as used in this Agreement, including without limitation all representations, warranties and covenants, shall include all Borrowers. Borrower understands and agrees that, with or without notice to any one Borrower, Lender may with respect to any other Borrower (Aa) make one or more additional secured or unsecured loans or otherwise extend additional credit with respect to any other Borrowercredit; (Bb) with respect to any other Borrower alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of any indebtedness, including increases and decreases of the rate of interest on the indebtedness; (Cc) exchange, enforce, waive, subordinate, fail fall or decide not to perfect, and release any security, with or without the substitution of new collateral; (Dd) release, substitute, agree not to suexxx, or deal with any one or more of Borrower's or any other Borrower's sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; (Ee) determine how, when and what application of payments and credits shall be made on any indebtedness; (Ff) apply such security and direct the order or manner of sale of any Collateralthereof, including without limitation, any non-judicial nonjudicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; (Gg) sell, transfer, assign assign, or grant participations in all or any part of the Loanindebtedness; (Hh) exercise or refrain from exercising any rights against Borrower or others, or otherwise act or refrain from acting; (Ii) settle or compromise any indebtedness; and (Jj) subordinate the payment of all or any part of any indebtedness of Borrower's indebtedness Borrower to Lender to the payment of any liabilities which may be due Lender or others.

Multiple Borrowers. This Agreement has been executed by multiple obligors who are referred to in this Agreement individually, collectively and interchangeably as "“Borrower." ” Unless specifically stated to the contrary, the word "“Borrower" ” as used in this Agreement, including without limitation all representations, warranties and covenants, shall include all Borrowers. Borrower understands and agrees that, with or without notice to any one Borrower, Lender may (A) make one or more additional secured or unsecured loans or otherwise extend additional credit with respect to any other Borrower; (B) with respect to any other Borrower alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of any indebtedness, including increases and decreases of the rate of interest on the indebtedness; (C) exchange, enforce, waive, subordinate, fail or decide not to perfect, . and release any security, with or without the substitution of new collateral; (D) release, substitute, agree not to sue, or deal with any one or more of Borrower's ’s or any other Borrower's ’s sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; (E) determine how, when and what application of payments and credits shall be made on any indebtedness; (F) apply such security and direct the order or manner of sale of any Collateral, including without limitation, any non-judicial sale permitted by the terms of the controlling security agreement or deed of trust, trust as Lender in its discretion may determine; (G) sell, transfer, assign or grant participations in all or any part of the Loan; (H) exercise or refrain from exercising any rights against Borrower or others, or otherwise act or refrain from acting; (I) settle or compromise any indebtedness; and (J) subordinate the payment of all or any part of any of Borrower's Xxxxxxxx’s indebtedness to Lender to the payment of any liabilities which may be due Lender or others.

Multiple Borrowers. This Agreement has been executed by multiple obligors who are referred to in this Agreement individually, collectively and interchangeably as "Borrower." Unless specifically stated to the contrary, the word "Borrower" as used in this Agreement, including without limitation all representations, warranties and covenants, shall include all Borrowers. Borrower understands and agrees that, with or without notice to any one Borrower, Lender may (A) make one or more additional secured or unsecured loans or otherwise extend additional credit with respect to any other Borrower; (B) with respect to any other Borrower alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of any indebtedness, including increases and decreases of the rate of interest on the indebtedness; (C) exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any security, with or without the substitution of new collateral; (D) release, substitute, agree not to sue, or deal with any one or more of Borrower's or any other Borrower's sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; (E) determine how, when and what application of payments and credits shall be made on any indebtedness; (F) apply such security and direct the order or manner of sale of any Collateral, including without limitation, any non-judicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; (G) sell, transfer, assign or grant participations in all or any part of the Loan; (H) exercise or refrain from exercising any rights against Borrower or others, or otherwise act or refrain from acting; (I) settle or compromise any indebtedness; and (J) subordinate the payment of all or any part of any of Borrower's indebtedness Indebtedness to Lender to the payment of any liabilities which may be due Lender or others.

Multiple Borrowers. This Agreement has (a) As set forth in Section 2.10, the Domestic Borrower shall be jointly and severally liable with each respective Subsidiary Borrower in respect of the principal of, and interest on, all Loans made to such respective Subsidiary Borrower hereunder. No Subsidiary Borrower (including Gatton) shall be liable for the repayment of the principal of, and interest on, Loans made to the Domestic Borrower or to another Subsidiary Borrower, or for reimbursement of an LC Disbursement for the account of the Domestic Borrower; provided, however, that nothing contained herein shall been executed by multiple obligors who are referred deemed to affect the liability under the Guaranty of Payment of any Subsidiary Borrower that is also a Guarantor thereunder. Except as expressly set forth above in this Agreement individually, collectively and interchangeably as "Borrower." Unless specifically stated Section 9.15(a) with respect to the contraryliability of a Subsidiary Borrower with regard to principal and interest on Loans to the Domestic Borrower or to any other Subsidiary Borrower or on account of LC Disbursements, and subject to Section 9.17, each Borrower and each Guarantor agrees that the representations and warranties made by, and the liabilities, obligations, and covenants of and applicable to, any or all of the Borrowers and the Guarantors under this Agreement, shall be in every case (whether or not specifically so stated in each such case herein) joint and several in all circumstances. Except if otherwise expressly stated, every notice by or to any Borrower or Guarantor shall be deemed also to constitute simultaneous notice by or to each other Borrower and each other Guarantor (as applicable), every act or omission by any Borrower or Guarantor shall be binding upon each Borrower and Guarantor, and (subject to Section 9.17) the Administrative Agent, the word "Issuing Bank and the Lenders are fully authorized by each Borrower and each Guarantor to act and rely also upon the representations and warranties, covenants, notices, acts, and omissions of each other Borrower and each other Guarantor. Without limiting the generality of the foregoing, each Borrower and each Guarantor agrees that the obligations of each of them hereunder and under the other Credit Documents shall be enforceable against each of them notwithstanding that this Agreement, the Guaranty of Payment or any other Credit Document may be unenforceable in any respect against any other Borrower or Guarantor. (b) The Domestic Borrower is accepting joint and several liability for all obligations of the Subsidiary Borrowers with respect to the Loans made to a Subsidiary Borrower hereunder in consideration of the financial accommodations to be provided by the Lenders under this Agreement, for the mutual benefit, directly and indirectly, of each of the Borrowers and in consideration of the undertakings of each Subsidiary Borrower to accept its own liability for such obligations. (c) The Domestic Borrower and each respective Subsidiary Borrower" , jointly and severally, hereby irrevocably and unconditionally accepts, not merely as used a surety but also as a co-debtor, joint and several liability with each other as set forth herein, with respect to the payment and performance of all of such obligations with respect to the Loans made to such respective Subsidiary Borrower, it being the intention of the parties hereto that all such obligations shall be joint and several as aforesaid, without preference or distinction among them. If and to the extent that either of the Domestic Borrower or such respective Subsidiary Borrower shall fail to make any payment with respect to any of such obligations as and when due or to perform any of such obligations in accordance with the terms hereof, then in each such event the other such Borrower, subject to paragraph (a) of this Section 9.15, will make such payment with respect to, or perform, such obligation. (d) The obligations with respect to the Loans made to a Subsidiary Borrower under the provisions of Section 2.10 and this Section 9.15 constitute full recourse obligations of each of the Domestic Borrower and such Subsidiary Borrower (as applicable) enforceable against each such Person to the full extent of its properties and assets, irrespective of the validity, regularity or enforceability of this Agreement, the other Credit Documents or any other circumstances whatsoever. (e) Except as otherwise expressly provided in this Agreement, the Domestic Borrower and each Subsidiary Borrower (as applicable) hereby waives notice of acceptance of its joint and several liability, notice of any Loans made under this Agreement, notice of any action at any time taken or omitted by the Lenders or the Administrative Agent under or in respect of any of such obligations, and, generally, to the extent permitted by applicable law, all demands, notices and other formalities of every kind in connection with this Agreement. The Domestic Borrower and each Subsidiary Borrower (as applicable) hereby assents to, and waives notice of, any extension or postponement of the time for the payment of any of such obligations, the acceptance of any payment of any of such obligations, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by the Lenders or the Administrative Agent at any time or times in respect of any default by either the Domestic Borrower or any Subsidiary Borrower in the performance or satisfaction of any term, covenant, condition or provision of this Agreement, any and all other indulgences whatsoever by the Lenders or the Administrative Agent in respect of any of such obligations, 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 the Domestic Borrower or any Subsidiary Borrower. Without limiting the generality of the foregoing, all Borrowers assent to any other action or delay in acting or failure to act on the part of the Lenders or the Administrative Agent with respect to the failure by any other Borrower or any Guarantor to comply with any of its respective obligations, including without limitation all representationsany failure to strictly or diligently assert any right or to pursue any remedy or to comply fully with applicable laws or regulations thereunder, warranties and covenantswhich might, shall include all but for the provisions of this Section 9.15, afford grounds for terminating, discharging or relieving any of the Borrowers. Borrower understands and agrees , in whole or in part, from any of its obligations under this Section 9.15 or Section 2.10, it being the intention of each of the Borrowers that, with so long as any of such obligations hereunder remains unsatisfied, the obligations of the Borrowers under this Section 9.15 and Section 2.10 shall not be discharged except by performance and then only to the extent of such performance. Such obligations of each of the Borrowers under this Section 9.15 or without notice to Section 2.10 shall not be diminished or rendered unenforceable by any one Borrowerwinding up, Lender may (A) make one reorganization, arrangement, liquidation, re-construction or more additional secured or unsecured loans or otherwise extend additional credit similar proceeding with respect to any other Borrower; (B) with respect to any other Borrower alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of any indebtedness, including increases and decreases of the rate of interest on the indebtedness; (C) exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any security, with or without the substitution of new collateral; (D) release, substitute, agree not to sue, or deal with any one or more of Borrower's or any other Borrower's sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; (E) determine how, when and what application of payments and credits shall be made on any indebtedness; (F) apply such security and direct the order or manner of sale of any Collateral, including without limitationBorrowers, any non-judicial sale permitted by the terms Guarantor, any of the controlling security agreement Lenders or deed of trust, as Lender in its discretion may determine; (G) sell, transfer, assign or grant participations in all or any part of the Loan; (H) exercise or refrain from exercising any rights against Borrower or others, or otherwise act or refrain from acting; (I) settle or compromise any indebtedness; Administrative Agent. The joint and (J) subordinate the payment of all or any part of any of Borrower's indebtedness to Lender to the payment of any liabilities which may be due Lender or others.several

Multiple Borrowers. This Agreement has been executed by multiple obligors who are referred to in this Agreement individuallyEach Borrower agrees that the representations and warranties made by, collectively and interchangeably as "Borrower." Unless specifically stated to the contraryliabilities, obligations and covenants of and applicable to, any and all of the word "Borrower" as used in Borrowers under this Agreement, including without limitation shall be in every case (whether or not specifically so stated in each such case herein) joint and several in all representationscircumstances. Each Borrower accepts, warranties as co-debtor and covenantsnot merely as surety, such joint and several liability with the other Borrowers and hereby waives any and all suretyship defenses that it might otherwise have hereunder. If and to the extent that any of the Borrowers shall include all Borrowers. Borrower understands and agrees that, with or without notice fail to make any one Borrower, Lender may (A) make one or more additional secured or unsecured loans or otherwise extend additional credit 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. Every notice by or to the Company shall be deemed also to constitute simultaneous notice by and to each other Borrower; (B) with , every act or omission by any Borrower also shall be deemed an act or omission of each other Borrower and shall be binding upon each other Borrower, and the Administrative Agent. The Administrative Agent, the Lenders and the Issuing Bank shall be entitled to rely, and all of the Borrowers agree that the Administrative Agent, the Lenders and the Issuing Bank may so rely, on any notice given or action taken or not taken by the Company as being authorized by all of the Borrowers. The Issuing Bank and the Lenders are fully authorized by each Borrower to act and rely also upon the representations and warranties, covenants, notices, acts and omissions of each other Borrower. Without limiting the generality of the foregoing, each Borrower agrees that the obligations of such Borrower hereunder and under the other Loan Documents shall be enforceable against such Borrower notwithstanding that this Agreement or any other Loan Document may be unenforceable in any respect to against any other Borrower alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of any indebtedness, including increases and decreases of the rate of interest on the indebtedness; (C) exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any security, with or without the substitution of new collateral; (D) release, substitute, agree not to sue, or deal with any one or more of Borrower's or that any other Borrower's suretiesBorrower may have commenced bankruptcy, endorsersreorganization, liquidation or other guarantors on any terms or in any manner Lender may choose; (E) determine how, when and what application of payments and credits shall be made on any indebtedness; (F) apply such security and direct the order or manner of sale of any Collateral, including without limitation, any non-judicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; (G) sell, transfer, assign or grant participations in all or any part of the Loan; (H) exercise or refrain from exercising any rights against Borrower or others, or otherwise act or refrain from acting; (I) settle or compromise any indebtedness; and (J) subordinate the payment of all or any part of any of Borrower's indebtedness to Lender to the payment of any liabilities which may be due Lender or otherssimilar proceedings.

Multiple Borrowers. This Agreement has been executed by multiple obligors who are referred to in this Agreement individually, collectively and interchangeably as "Borrower." Unless specifically stated to the contrary, the word "Borrower" as used in this Agreement, including without limitation all representations, warranties and covenants, shall include all Borrowers. Borrower understands and agrees that, with or without notice to any one Borrower, Lender may (A) make one or more additional secured or unsecured loans or otherwise extend additional credit with respect to any other Borrower; (B) with respect to any other Borrower alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of any indebtedness, including increases and decreases of the rate of interest on the indebtedness; (C) exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any security, with or without the substitution of new collateral; (D) release, substitute, agree not to sue, or deal with any one or more of Borrower's or any other BorrowerBorxxxer's sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; (E) determine how, when and what application of payments and credits shall be made on any indebtedness; (F) apply such security and direct the order or manner of sale of any Collateral, including without limitation, any non-judicial sale permitted by the terms of the controlling security agreement or deed of trust, ; as Lender in its discretion may determine; (G) sell, transfer, assign or grant participations in all or any part of the Loan; (H) exercise or refrain from exercising any rights against Borrower or others, or otherwise act or refrain from acting; (I) settle or compromise any indebtedness; and (J) subordinate the payment of all or any part of any of Borrower's indebtedness to Lender to the payment of any liabilities which may be due Lender or others.

Multiple Borrowers. This Agreement has been executed by multiple obligors who are referred to in this Agreement individually, collectively and interchangeably as "Borrower." ". Unless specifically stated to the contrary, the word "Borrower" as used in this Agreement, including without limitation all representations, warranties and covenants, shall include all Borrowers. Borrower understands and agrees that, with or without notice to any one Borrower, Lender lender may (A) make one or more additional secured or unsecured loans or otherwise extend additional credit with respect to any other Borrower; (B) with respect to any other Borrower alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of any indebtedness, including increases and decreases of the rate of interest on the indebtedness; (C) exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any security, with or without the substitution of new collateral; : (D) release, substitute, agree not to suexxx, or deal with any one or more of Borrower's or any other Borrower's sureties, endorsers, or other guarantors on any terms terns or in any manner Lender Borrower may choose; (E) determine how, when and what application of payments and credits shall be made on any indebtedness; (F) apply such security and direct the order or manner of sale of any Collateral, including without limitation, any non-judicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; (G) sell, transfer, assign or grant participations in all or any part of the Loan; (H) exercise or refrain from exercising any rights against Borrower or others, or otherwise act or refrain from acting; (I) settle or compromise any indebtedness; and (J) subordinate the payment of all or any part of any of Borrower's indebtedness to Lender to the payment of any liabilities which may be due Lender or others.

Multiple Borrowers. This Agreement has been executed by multiple obligors who are referred to in this Agreement individually, collectively and interchangeably as "Borrower." Unless specifically stated to the contrary, the word "Borrower" as used in this Agreement, including without limitation all representations, warranties and covenants, shall include all Borrowers. Borrower understands and agrees that, with or without notice to any one Borrower, Lender may (A) make one or more additional secured or unsecured loans or otherwise extend additional credit with respect to any other Borrower; (B) with respect to any other Borrower alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of any indebtedness, including increases and decreases of the rate of interest on the indebtedness; (C) exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any security, with or without the substitution of new collateral; (D) release, substitute, agree not to sue, or deal with any one or more of Borrower's or any other Borrower's sureties, endorsersxndorsers, or other guarantors on any terms or in any manner Lender may choose; (E) determine how, when and what application of payments and credits shall be made on any indebtedness; (F) apply such security and direct the order or manner of sale of any Collateral, including without limitation, any non-judicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; (G) sell, transfer, assign or grant participations in all or any part of the Loan; (H) exercise or refrain from exercising any rights against Borrower or others, or otherwise act or refrain from acting; (I) settle or compromise any indebtedness; and (J) subordinate the payment of all or any part of any of Borrower's indebtedness to Lender to the payment of any liabilities which may be due Lender or others.

Multiple Borrowers. This Agreement has been executed If more than one Person is named herein as the Borrower, all obligations, representations and covenants herein and in other Loan Documents to which the Borrower is a party shall be joint and several. a. Bank shall not be required to proceed first against any or all of the Borrowers, or any other Person, whether primarily or secondarily liable, or against any collateral held by multiple obligors who are referred it, before resorting to in any of the Borrowers for payment of the obligations under this Agreement individually, collectively and interchangeably the Loan Documents. None of the Borrowers shall be entitled to assert as "Borrower." Unless specifically stated a defense to the contraryenforceability of such Borrower's obligations under this Agreement or any other Loan Document, any defense of the word "other Borrower under this Agreement or other Loan Document. b. Each of the Borrowers agrees that Bank may at any time and from time to time, without notice to, waiver by, or consent of such Borrower" as used , without incurring responsibility to such Borrower, without impairing, releasing, or otherwise affecting the 41 46 joint and several obligations of such Borrower under this Agreement or any other Loan Document, in whole or in part; change the manner, place, or terms of payment of, change, extend the time of, renew, or alter any of the obligations of the other Borrower subject to this Agreement, including without limitation all representationsor any security therefor or any guaranty thereof; loan additional monies or extend additional credit to the other Borrower, warranties and covenants, shall include all Borrowers. Borrower understands and agrees thatindividually or jointly with other persons, with or without notice to any one Borrowersecurity, Lender thereby creating new liabilities the payment of which may (A) make one or more additional be secured or unsecured loans or otherwise extend additional credit with respect to any other Borrowerby the collateral provided hereunder; (B) with respect to any other Borrower altersell, compromiseexchange, renewrelease, extendsurrender, acceleraterealize upon, or otherwise change one or more times the time for payment or other terms of any indebtedness, including increases and decreases of the rate of interest on the indebtedness; (C) exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any security, with or without the substitution of new collateral; (D) release, substitute, agree not to sue, or deal with any one or more of Borrower's or any other Borrower's sureties, endorsers, or other guarantors on any terms or in any manner Lender may chooseand in any order any guaranties or any property at any time pledged or mortgaged to secure the obligations subject to this Agreement and any offset thereagainst; (E) determine how, when take and what application of payments and credits shall be made on hold additional security or guaranties for any indebtedness; (F) apply such security and direct the order or manner of sale of any Collateral, including without limitation, any non-judicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determineobligations subject to this Agreement; (G) sell, transfer, assign or grant participations in all or any part of the Loan; (H) exercise or refrain from exercising any rights against the other Borrower or others, others (including Borrower) or otherwise act or refrain from actingacting in any other manner; (I) settle or compromise any indebtedness; of the obligations subject to this Agreement or any security or guaranty therefor and (J) may subordinate the payment of all or any part of any of Borrower's indebtedness to Lender thereof to the payment of any of the liabilities which may (whether or not due) of the other Borrower to creditors of the other Borrower (other than Bank and Borrower); apply any sums from any sources to any of the obligations of the Borrowers under this Agreement or any other obligations of the other Borrower to Bank (other than payments by or on behalf of Borrower), and in any order, without regard to any obligations of Borrower remaining unpaid; and disburse all or part of the proceeds of any loan subject to the provisions of this Agreement as instructed by the other Borrower, without inquiry or investigation of any kind by Bank as to the use of such proceeds. Each of the Borrowers confirms that it will be due Lender directly or othersindirectly benefited by each and every loan, disbursement, or advance subject to the provisions of this Agreement. c. No invalidity, irregularity, or unenforceability of all or any part of the obligations of the other Borrower subject to this Agreement or otherwise to Bank or insufficiency, invalidity, irregularity, or unenforceability of any security or guaranty for the obligations of Borrowers hereunder shall affect, impair, or be a defense to the obligations of either of the Borrowers to Bank subject to this Agreement.

Multiple Borrowers. This Agreement has been executed by multiple obligors who are referred to in this Agreement individuallyEach Borrower agrees that the representations and warranties made by, collectively and interchangeably as "Borrower." Unless specifically stated to the contraryliabilities, obligations and covenants of and applicable to, any and all of the word "Borrower" as used in Borrowers under this Agreement, including without limitation shall be in every case (whether or not specifically so stated in each such case herein) joint and several in all representationscircumstances. Each Borrower accepts, warranties as co-debtor and covenantsnot merely as surety, such joint and several liability with the other Borrowers and hereby waives any and all suretyship defenses that it might otherwise have hereunder. If and to the extent that any of the Borrowers shall include all Borrowers. Borrower understands and agrees that, with or without notice fail to make any one Borrower, Lender may (A) make one or more additional secured or unsecured loans or otherwise extend additional credit 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. Every notice by or to the Company shall be deemed also to constitute simultaneous notice by and to each other Borrower; (B) with , every act or omission by any Borrower also shall be deemed an act or omission of each other Borrower and shall be binding upon each other Borrower. The Administrative Agent, the Lenders and the Issuing Bank shall be entitled to rely, and all of the Borrowers agree that the Administrative Agent, the Lenders and the Issuing Bank may so rely, on any notice given or action taken or not taken by the Company as being authorized by all of the Borrowers. The Issuing Bank and the Lenders are fully authorized by each Borrower to act and rely also upon the representations and warranties, covenants, notices, acts and omissions of each other Borrower. Without limiting the generality of the foregoing, each Borrower agrees that the obligations of such Borrower hereunder and under the other Loan Documents shall be enforceable against such Borrower notwithstanding that this Agreement or any other Loan Document may be unenforceable in any respect to against any other Borrower alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of any indebtedness, including increases and decreases of the rate of interest on the indebtedness; (C) exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any security, with or without the substitution of new collateral; (D) release, substitute, agree not to sue, or deal with any one or more of Borrower's or that any other Borrower's suretiesBorrower may have commenced bankruptcy, endorsersreorganization, liquidation or other guarantors on any terms or in any manner Lender may choose; (E) determine how, when and what application of payments and credits shall be made on any indebtedness; (F) apply such security and direct the order or manner of sale of any Collateral, including without limitation, any non-judicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; (G) sell, transfer, assign or grant participations in all or any part of the Loan; (H) exercise or refrain from exercising any rights against Borrower or others, or otherwise act or refrain from acting; (I) settle or compromise any indebtedness; and (J) subordinate the payment of all or any part of any of Borrower's indebtedness to Lender to the payment of any liabilities which may be due Lender or otherssimilar proceedings.

Multiple Borrowers. This Agreement has been executed by multiple obligors who are referred to in this Agreement individually, collectively and interchangeably as "Borrower." Unless specifically stated (a) Notwithstanding any provisions of the Loan Documents or any applicable Legal Requirements to the contrary, until the word "Borrower" as used indefeasible payment and discharge in this Agreementfull of the Debt, including without limitation each Borrower agrees, jointly and severally, that it shall not (and hereby waives, to the fullest extent possible under applicable law, any right to) file, commence, seek or prosecute an action for partition or forced sale of the Property or any portion thereof and/or Improvements or any portion thereof. (b) Each Borrower agrees that any and all rights of subrogation, reimbursement, contribution, indemnity or otherwise arising by contract or operation of law from or against any other Borrower shall be subordinate, in right of payment, to the prior and indefeasible payment in full of the Debt, and each Borrower agrees that it shall not enforce any such rights or ask for, demand, sue for, take or receive payments on account thereof, until the Debt shall have been finally and indefeasibly paid in full. Any rights to assert a claim for subrogation, reimbursement, contribution, indemnity or to otherwise seek any such payments shall be tolled until the Debt shall have been finally and indefeasibly paid in full. Furthermore, each Borrower agrees that it shall not bring any action, proceeding, claim or litigation of any kind, or pursue arbitration, against any (c) Each of the representations, warranties and covenantscovenants and agreements of Borrower set forth in this Agreement and each of the other Loan Documents shall be deemed to have been made equally by each Borrower (unless otherwise expressly provided). It is the intent of the parties hereto in making any determination under this Agreement, shall include all Borrowers. Borrower understands and agrees thatincluding, with without limitation, in determining whether (1) a breach of a representation, warranty or without notice to covenant has occurred, (2) there has occurred a Default or Event of Default, or (3) an event has occurred which would create recourse obligations under this Agreement or the Guaranty, that any one Borrowersuch breach, Lender may (A) make one occurrence or more additional secured or unsecured loans or otherwise extend additional credit event with respect to any Borrower shall be deemed to be such a breach, occurrence or event with respect to all Borrowers and that all Borrowers need not have been involved with such breach, occurrence or event in order for the same to be deemed such a breach, occurrence or event with respect to every Borrower. Each of the representations, warranties and covenants set forth in this Agreement and each of the other Borrower; Loan Documents shall, unless the context requires otherwise, (Bx) be made by each Borrower individually, and by all Borrowers collectively and (y) with respect to the Property, apply to each Individual Property or portion thereof and to all of the Property. (d) Each Borrower agrees that Agent Xxxxxxxx is authorized to be the sole contact and notice party for Lender with respect to the Loan and is and shall remain authorized by each Borrower to receive all notices, and shall have the full power, authority and obligation, on behalf of each Borrower, to correspond with Lender on all matters concerning each Borrower, the Loan, the Loan Documents and the Property, and any portion thereof, including (i) requesting approvals of or consents by Lender in connection with this Agreement and the other Loan Documents, (ii) executing and delivering estoppels or agreements required of Borrower under this Agreement, and (iii) responding to inquiries, requests or demands made by Xxxxxx. Agent Xxxxxxxx shall keep and maintain proper and accurate books and records pertaining to the Loan separate from any other Borrower alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms property of any indebtedness, including increases and decreases of the rate of interest on the indebtedness; (C) exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any security, with or without the substitution of new collateral; (D) release, substitute, agree not to sue, or deal with any one or more of Borrower's or any other Borrower's sureties. Each Borrower hereby expressly waives the right to receive any notices in connection with the Loan and/or the Loan Documents, endorsers, or other guarantors on any terms notwithstanding anything to the contrary contained in this Agreement or in the other Loan Documents, and agrees that any manner obligation of Lender may choose; (E) determine how, when and what application of payments and credits to deliver notice to Borrower shall be made satisfied by providing such notice to Agent Xxxxxxxx. Xxxxxx may rely on any indebtedness; (F) apply such security Agent Xxxxxxxx’s power and direct authority, decisions, agreements, correspondence, replies, answers, information and/or requests, without further inquiry or liability. Agent Borrower shall not be replaced or terminated without Xxxxxx’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything herein on in the order or manner of sale of any Collateral, including without limitationother Loan Documents to the contrary, any non-judicial sale permitted amounts which Xxxxxx is obligated to disburse to Borrower pursuant to the Loan Documents may be disbursed by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; (G) sell, transfer, assign or grant participations in all or any part of the Loan; (H) exercise or refrain from exercising any rights against Borrower or others, or otherwise act or refrain from acting; (I) settle or compromise any indebtedness; and (J) subordinate the payment of all or any part of any of Borrower's indebtedness to Lender to Agent Borrower for application by Agent Borrower in accordance with the payment of any liabilities which may be due Lender or othersapplicable terms hereof.

Multiple Borrowers. This Agreement has been executed by multiple obligors who are referred to in this Agreement individually, collectively and interchangeably as "Borrower." Unless specifically stated to the contrary, the word "Borrower" as used in this Agreement, including without limitation all representations, warranties and covenants, shall include all Borrowers. Borrower understands and agrees that, with or without notice to any one Borrower, Lender may (A) make one or more additional secured or unsecured loans or otherwise extend additional credit with respect to any other Borrower; (B) with respect to any other Borrower alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of any indebtedness, including increases and decreases of the rate of interest on the indebtedness; (C) exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any security, with or without the substitution of new collateral; (D) release, substitute, agree not to sue, or xx deal with any one or more of Borrower's or any other Borrower's sureties, endorsers, or other guarantors on any terms or in any manner Lender Borrower may choose; (E) determine how, when and what application of payments and credits shall be made on any indebtedness; (F) apply such security and direct the order or manner of sale of any Collateral, including without limitation, any non-judicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; (G) sell, transfer, assign or grant participations in all or any part of the Loan; (H) exercise or refrain from exercising any rights against Borrower or others, or otherwise act or refrain from acting; (I) settle or compromise any indebtedness; and (J) subordinate the payment of all or any part of any of Borrower's indebtedness to Lender to the payment of any liabilities which may be due Lender or others.

Multiple Borrowers. This Agreement has been executed by multiple obligors who are referred to in this Agreement individually, collectively and interchangeably as "Borrower." Unless specifically stated to the contrary, the word "Borrower" as used in this Agreement, including without limitation all representations, warranties and covenants, shall include all Borrowers. Borrower understands and agrees that, with or without notice to any one Borrower, Lender may (A) make one or more additional secured or unsecured loans or otherwise extend additional credit with respect to any other Borrower; (B) with respect to any other Borrower alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of any indebtedness, including increases and decreases of the rate of interest on the indebtedness; (C) exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any security, with or without the substitution of new collateral; (D) release, substitute, agree not to suesxx, or deal with any one or more of Borrower's or any other Borrower's sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; (EIE) determine how, when and what application of payments and credits shall be made on any indebtedness; (F) ! apply such security and direct the order or manner of sale of any Collateral, including without limitation, any non-judicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; (G) sell, transfer, assign or grant participations in all or any part of the Loan; (H) exercise or refrain from exercising any rights against Borrower or others, or otherwise act or refrain from acting; (I) settle or compromise any indebtedness; and (J) subordinate the payment of all or any part of any of Borrower's indebtedness to Lender to the payment of any liabilities which may be due Lender or others.

Multiple Borrowers. This Agreement has been executed by multiple obligors who are referred to in this Agreement individually, collectively and interchangeably as "Borrower." Unless specifically stated to the contrary, the word "Borrower" ” as used in this Agreement, including without limitation all representations, warranties and covenants, shall include all Borrowers. Borrower understands and agrees that, with or without notice to any one Borrower, Lender may (A) make one or more additional secured or unsecured loans or otherwise extend additional credit with respect to any other Borrower; (B) with respect to any other Borrower alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of any indebtednessIndebtedness, including increases and decreases of the rate of interest on the indebtednessIndebtedness; (C) exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any security, with or without the substitution of new collateral; (D) release, substitute, agree not to suexxx, or deal with any one or more of Borrower's or any other Borrower's sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; (E) determine how, when and what application of payments and credits shall be made on any indebtednessIndebtedness; (F) apply such security and direct the order or manner of sale of any Collateral, including without limitation, any non-judicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; (G) sell, transfer, assign or grant participations in all or any part of the Loan; (H) exercise or refrain from exercising any rights against Borrower or others, or otherwise act or refrain from acting; (I) settle or compromise any indebtednessIndebtedness; and (J) subordinate the payment of all or any part of any of Borrower's indebtedness ’s Indebtedness to Lender to the payment of any liabilities which may be due Lender or others.

Multiple Borrowers. This Agreement has been executed by multiple obligors who are referred to in this Agreement herein individually, collectively and interchangeably as "Borrower." Unless specifically stated to the contrary, the word "Borrower" as used in this Agreement, including without limitation all representations, warranties and covenants, shall include all Borrowers. Borrower understands and agrees that, with or without notice to Borrxxxx, Xxnder may with respect to any one Borrower, Lender may other Borrower (Aa) make one or more additional secured or unsecured loans or otherwise extend additional credit with respect to any other Borrowercredit; (Bb) with respect to any other Borrower alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of any indebtedness, including increases and decreases of the rate of interest on the indebtedness; (Cc) exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any security, with or without the substitution of new collateral; (Dd) release, substitute, agree not to sue, or deal with any one or more of Borrower's or any other Borrower's sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; (Ee) determine how, when and what application of payments and credits shall shalt be made on any indebtedness; (Ff) apply such security and direct the order or manner of sale of any Collateralsate thereof, including without limitation, any non-judicial sale nonjudicial sate permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; (Gg) sell, transfer, assign assign, or grant participations in all or any part of the Loanindebtedness; (Hh) exercise or refrain from exercising any rights against Borrower or others, or otherwise act or refrain from acting; (Ii) settle or compromise any indebtedness; and (Jj) subordinate the payment of all alt or any part pad of any indebtedness of Borrower's indebtedness Borrower to Lender to the payment of any liabilities which may be due Lender or others.

Multiple Borrowers. This Agreement has been executed by multiple obligors who are referred to in this Agreement individually, collectively and interchangeably as "Borrower." Unless specifically stated to the contrary, the word "Borrower" as used in this Agreement, including without limitation all representations, warranties and covenants, shall include all Borrowers. Borrower understands and agrees that, with or without notice to any one Borrower, Lender may (A) make one or more additional secured or unsecured loans or otherwise extend additional credit with respect to any other Borrower; (B) with respect to any other Borrower alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of any indebtedness, including increases and decreases of the rate of interest on the indebtedness; (C) exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any security, with or without the substitution of new collateral; (D0) release, substitute, agree not to sue, or deal with any one or more of Borrower's or any other Borrower's sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; (E) determine how, when and what application of payments and credits shall be made on any indebtedness; (F) apply such security and direct the order or manner of sale of any Collateral, including without limitation, any non-judicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; (G) sell, transfer, assign or grant participations in all or any part of the Loan; (H) exercise or refrain from exercising any rights against Borrower or others, or otherwise act or refrain from acting; (I) settle or compromise any indebtedness; and (J) subordinate the payment of all or any part of any of Borrower's indebtedness to Lender to the payment of any liabilities which may be due Lender or others.

Multiple Borrowers. This Agreement has been executed by multiple obligors who are referred to in this Agreement individually, collectively and interchangeably as "Borrower." Unless specifically stated to the contrary, the word "Borrower" as used in this Agreement, including without limitation all representations, warranties and covenants, shall include all Borrowers. Borrower understands and agrees that, with or without notice to any one Borrower, Lender may (A) make one or more additional secured or unsecured loans or otherwise extend additional credit with respect to any other Borrower; ({B) with respect to any other Borrower alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of any indebtedness, including increases and decreases of the rate of interest on the indebtedness; (C) exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any security, with or without the substitution of new collateral; (D) release, substitute, agree not to suexxx, or deal with any one or more of Borrower's or any other Borrower's sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; (E) determine how, when and what application of payments and credits shall be made on any indebtedness; (F-(F) apply such security and direct the order or manner of sale of any Collateral, including without limitation, any non-judicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; ({G) sell, transfer, assign or grant participations in all or any part of the Loan; (H) exercise or refrain from exercising ,any rights against Borrower or others, or otherwise act or refrain from acting; (I) settle or compromise any indebtedness; and (J) subordinate the payment of all or any part of any of Borrower's indebtedness to Lender to the payment of any liabilities which may be due Lender or others.

Multiple Borrowers. This Agreement has been executed exectuted by multiple obligors who are referred to in this Agreement herein individually, collectively and interchangeably as "Borrower." Unless specifically stated to the contrary, the word "Borrower" as used in this Agreement, including without limitation all representations, warranties and covenants, shall include all Borrowers. Borrower understands and agrees that, with or without notice to any one Borrower, Lender may with respect to any other Borrower (Aa) make one or more additional secured or unsecured loans or otherwise extend additional credit with respect to any other Borrowercredit; (Bb) with respect to any other Borrower alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of any indebtedness, including increases and decreases of the rate of interest on the indebtedness; (Cc) exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any security, with or without the substitution of new collateral; (Dd) release, substitute, agree not to suexxx, or deal with any one or more of Borrower's or any other Borrower's sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; (Ee) determine how, when and what application of payments and credits shall be made on any indebtedness; (Ff) apply such security and direct the order or manner of sale of any Collateralthereof, including without limitation, any non-judicial nonjudicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; (Gg) sell, transfer, assign assign, or grant participations in all or any part of the Loanindebtedness; (Hh) exercise or refrain from exercising any rights against Borrower or others, or otherwise act or refrain from acting; (Ii) settle or compromise any indebtedness; and (J) subordinate the payment of all or any part of any of Borrower's indebtedness to Lender to the payment of any liabilities which may be due Lender or others.and

Multiple Borrowers. This Agreement has been executed by multiple obligors who are referred to in this Agreement individuallyIndividually, collectively and interchangeably as "“Borrower." ” Unless specifically stated to the contrary, the word "Borrower" as used in this Agreement, including without limitation all representations, warranties and covenants, shall include all Borrowers. Borrower understands and agrees that, with or without notice to any one Borrower, Lender may (A) make one or more additional secured or unsecured loans or otherwise extend additional credit with respect to any other Borrower; (B) with respect to any other Borrower alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of any indebtedness, including increases and decreases of the rate of interest on the indebtedness; (C) exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any security, with or without the substitution of new collateral; (D) release, substitute, agree not to suexxx, or deal with any one or more of Borrower's or any other Borrower's sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; (E) determine how, when and what application of payments and credits shall be made on any indebtedness; (F) apply such security and direct the order or manner of sale of any Collateral, including without limitation, any non-judicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; (G) sell, transfer, assign or grant participations in all or any part of the Loan; (H) exercise or refrain from exercising any rights against Borrower or others, or otherwise act or refrain from acting; (I) settle or compromise any indebtedness; and (J) subordinate the payment of all or any part of any of Borrower's indebtedness to Lender to the payment of any liabilities which may be due clue Lender or others.

Multiple Borrowers. This Agreement has been executed by multiple obligors obligators who are referred to in this Agreement individually, collectively and interchangeably as "“Borrower." ”. Unless specifically stated to the contrary, the word "“Borrower" ” as used in this Agreement, including without limitation all representations, warranties and covenants, shall include all Borrowers. Borrower understands and agrees that, with or without notice to any one Borrower, Lender may (A) make one or more additional secured or unsecured loans or otherwise extend additional credit with respect to any other Borrower; (B) with respect to any other Borrower alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of any indebtedness, including increases and decreases of the rate of interest on the indebtedness; (C) exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any security, with or without the substitution of new collateral; (D) release, substitute, agree not to suexxx, or deal with any one or more of Borrower's ’s or any other Borrower's ’s sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; (E) determine how, when and what application of payments and credits shall be made on any indebtedness; (F) apply such security and direct the order or manner of sale of any Collateral, including without limitation, any non-judicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; (G) sell, transfer, assign or grant participations in all or o any part of the Loan; (H) exercise or refrain from exercising any rights against Borrower or others, or otherwise act or refrain from acting; (I) settle or compromise any indebtedness; and (J) subordinate the payment of all or any part of any of Borrower's ’s indebtedness to Lender to the payment of any liabilities which may be due Lender or others.

Multiple Borrowers. This Agreement has been executed by multiple obligors who are referred to in this Agreement individually, collectively and interchangeably as "Borrower." Unless specifically stated to the contrary, the word "Borrower" as used in this Agreement, including without limitation all representations, warranties and covenants, shall include all Borrowers. Borrower understands and agrees that, with or without notice to any one Borrower, Lender may (A) make one or more additional secured or unsecured loans or otherwise extend additional credit with respect to any other Borrower; (B) with respect to any other Borrower alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of any indebtedness, including increases and decreases of the rate of interest on the indebtedness; (C) exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any security, with or without the substitution of new collateral; (D) release, substitute, agree not to sue, or deal with any axx one or more of Borrower's or any other Borrower's sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; (E) determine how, when and what application of payments and credits shall be made on any indebtedness; (F) apply such security and direct the order or manner of sale of any Collateral, including without limitation, any non-judicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; (G) sell, transfer, assign or grant participations in all or any part of the Loan; (H) exercise or refrain from exercising any rights against Borrower or others, or otherwise act or refrain from acting; (I) settle or compromise any indebtedness; and (J) subordinate the payment of all or any part of any of Borrower's indebtedness to Lender to the payment of any liabilities which may be due Lender or others.

Multiple Borrowers. This Agreement has (a) As set forth in Section 2.10, the Domestic Borrower shall be jointly and severally liable with each respective Subsidiary Borrower in respect of the principal of, and interest on, all Loans made to such respective Subsidiary Borrower hereunder. No Subsidiary Borrower (including Gatton) shall be liable for the repayment of the principal of, and interest on, Loans made to the Domestic Borrower or to another Subsidiary Borrower, or for reimbursement of an LC Disbursement for the account of the Domestic Borrower; provided, however, that nothing contained herein shall been executed by multiple obligors who are referred deemed to affect the liability under the Guaranty of Payment of any Subsidiary Borrower that is also a Guarantor thereunder. Except as expressly set forth above in this Agreement individually, collectively and interchangeably as "Borrower." Unless specifically stated Section 9.15(a) with respect to the contraryliability of a Subsidiary Borrower with regard to principal and interest on Loans to the Domestic Borrower or to any other Subsidiary Borrower or on account of LC Disbursements, and subject to Section 9.17, each Borrower and each Guarantor agrees that the representations and warranties made by, and the liabilities, obligations, and covenants of and applicable to, any or all of the Borrowers and the Guarantors under this Agreement, shall be in every case (whether or not specifically so stated in each such case herein) joint and several in all circumstances. Except if otherwise expressly stated, every notice by or to any Borrower or Guarantor shall be deemed also to constitute simultaneous notice by or to each other Borrower and each other Guarantor (as applicable), every act or omission by any Borrower or Guarantor shall be binding upon each Borrower and Guarantor, and (subject to Section 9.17) the Administrative Agent, the word "Issuing Bank and the Lenders are fully authorized by each Borrower and each Guarantor to act and rely also upon the representations and warranties, covenants, notices, acts, and omissions of each other Borrower and each other Guarantor. Without limiting the generality of the foregoing, each Borrower and each Guarantor agrees that the obligations of each of them hereunder and under the other Credit Documents shall be enforceable against each of them notwithstanding that this Agreement, the Guaranty of Payment or any other Credit Document may be unenforceable in any respect against any other Borrower or Guarantor. (b) The Domestic Borrower is accepting joint and several liability for all obligations of the Subsidiary Borrowers with respect to the Loans made to a Subsidiary Borrower hereunder in consideration of the financial accommodations to be provided by the Lenders under this Agreement, for the mutual benefit, directly and indirectly, of each of the Borrowers and in consideration of the undertakings of each Subsidiary Borrower to accept its own liability for such obligations. (c) The Domestic Borrower and each respective Subsidiary Borrower" , jointly and severally, hereby irrevocably and unconditionally accepts, not merely as used a surety but also as a co-debtor, joint and several liability with each other as set forth herein, with respect to the payment and performance of all of such obligations with respect to the Loans made to such respective Subsidiary Borrower, it being the intention of the parties hereto that all such obligations shall be joint and several as aforesaid, without preference or distinction among them. If and to the extent that either of the Domestic Borrower or such respective Subsidiary Borrower shall fail to make any payment with respect to any of such obligations as and when due or to perform any of such obligations in accordance with the terms hereof, then in each such event the other such Borrower, subject to paragraph (a) of this Section 9.15, will make such payment with respect to, or perform, such obligation. (d) The obligations with respect to the Loans made to a Subsidiary Borrower under the provisions of Section 2.10 and this Section 9.15 constitute full recourse obligations of each of the Domestic Borrower and such Subsidiary Borrower (as applicable) enforceable against each such Person to the full extent of its properties and assets, irrespective of the validity, regularity or enforceability of this Agreement, the other Credit Documents or any other circumstances whatsoever. (e) Except as otherwise expressly provided in this Agreement, the Domestic Borrower and each Subsidiary Borrower (as applicable) hereby waives notice of acceptance of its joint and several liability, notice of any Loans made under this Agreement, notice of any action at any time taken or omitted by the Lenders or the Administrative Agent under or in respect of any of such obligations, and, generally, to the extent permitted by applicable law, all demands, notices and other formalities of every kind in connection with this Agreement. The Domestic Borrower and each Subsidiary Borrower (as applicable) hereby assents to, and waives notice of, any extension or postponement of the time for the payment of any of such obligations, the acceptance of any payment of any of such obligations, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by the Lenders or the Administrative Agent at any time or times in respect of any default by either the Domestic Borrower or any Subsidiary Borrower in the performance or satisfaction of any term, covenant, condition or provision of this Agreement, any and all other indulgences whatsoever by the Lenders or the Administrative Agent in respect of any of such obligations, 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 the Domestic Borrower or any Subsidiary Borrower. Without limiting the generality of the foregoing, all Borrowers assent to any other action or delay in acting or failure to act on the part of the Lenders or the Administrative Agent with respect to the failure by any other Borrower or any Guarantor to comply with any of its respective obligations, including without limitation all representationsany failure to strictly or diligently assert any right or to pursue any remedy or to comply fully with applicable laws or regulations thereunder, warranties and covenantswhich might, shall include all but for the provisions of this Section 9.15, afford grounds for terminating, discharging or relieving any of the Borrowers. Borrower understands and agrees , in whole or in part, from any of its obligations under this Section 9.15 or Section 2.10, it being the intention of each of the Borrowers that, with so long as any of such obligations hereunder remains unsatisfied, the obligations of the Borrowers under this Section 9.15 and Section 2.10 shall not be discharged except by performance and then only to the extent of such performance. Such obligations of each of the Borrowers under this Section 9.15 or without notice to Section 2.10 shall not be diminished or rendered unenforceable by any one Borrowerwinding up, Lender may (A) make one reorganization, arrangement, liquidation, re-construction or more additional secured or unsecured loans or otherwise extend additional credit similar proceeding with respect to any other Borrower; (B) with respect to any other Borrower alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of any indebtedness, including increases and decreases of the rate Borrowers, any Guarantor, any of interest on the indebtedness; (C) exchangeLenders or the Administrative Agent. The joint and several liability of the Domestic Borrower and each Subsidiary Borrower to the extent provided for hereunder shall continue in full force and effect notwithstanding any absorption, enforcemerger, waive, subordinate, fail or decide not to perfect, and release any security, with or without the substitution of new collateral; (D) release, substitute, agree not to sue, or deal with any one or more of Borrower's amalgamation or any other Borrower's suretieschange whatsoever in the name, endorsersmembership, constitution or other guarantors on any terms or in any manner Lender may choose; (E) determine how, when and what application place of payments and credits shall be made on any indebtedness; (F) apply such security and direct the order or manner of sale of any Collateral, including without limitation, any non-judicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; (G) sell, transfer, assign or grant participations in all or any part of the Loan; (H) exercise or refrain from exercising any rights against Borrower or others, or otherwise act or refrain from acting; (I) settle or compromise any indebtedness; and (J) subordinate the payment of all or any part formation of any of Borrower's indebtedness to Lender to the payment Borrowers, any Guarantor, any of any liabilities which may be due Lender the Lenders or othersthe Administrative Agent.

Multiple Borrowers. This Agreement has been executed by multiple obligors who are referred to in this Agreement individuallyherein Individually, collectively and interchangeably as "Borrower." Unless specifically stated to the contrary, the word "Borrower" as used in this Agreement, including without limitation all representations, warranties and covenants, shall include all Borrowers. Borrower understands and agrees that, with or without notice to any one Borrower, Lender may with respect to any other Borrower (Aa) make one or more additional secured or unsecured loans or otherwise extend additional credit with respect to any other Borrowercredit; (Bb) with respect to any other Borrower alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of any indebtedness, including increases and decreases of the rate of interest Interest on the indebtedness; (Cc) exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any security, with or without the substitution of new collateral; (Dd) release, substitute, agree not to suexxx, or deal with any one or more of Borrower's or any other Borrower's sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; (Ee) determine how, when and what application of payments and credits shall be made on any indebtednessIndebtedness; (Ff) apply such security and direct the order or manner of sale of any Collateralthereof, including without limitation, any non-judicial nonjudicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; (Gg) sell, transfer, assign assign, or grant participations in all or any part of the Loanindebtedness; (Hh) exercise or refrain from exercising any rights against Borrower or others, or otherwise act or refrain from acting; (Ii) settle or compromise any indebtedness; and (Jj) subordinate the payment of all or any part of any indebtedness of Borrower's indebtedness Borrower to Lender to the payment of any liabilities which may be due Lender or others.

Multiple Borrowers. This Agreement Although the Note has been executed by multiple obligors who are referred to in Borrowers, this Agreement individuallyhas been executed only by USA.XXX, collectively XXC.. With the exception of the specific representations, warranties and interchangeably as covenants set forth in the sections of this Agreement titled "Borrower.REPRESENTATIONS AND WARRANTIES," Unless specifically stated to the contrary, "AFFIRMATIVE COVENANTS" AND NEGATIVE COVENANTS," the word "Borrower" as used in this Agreement, including without limitation all representations, warranties and covenants, herein shall include all Borrowers. Borrower understands and agrees that, with or without notice to any one Borrower, Lender may with respect to any other Borrower (Aa) make one or more additional secured or unsecured loans or otherwise extend additional credit with respect to any other Borrowercredit; (Bb) with respect to any other Borrower alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of any indebtedness, including increases and decreases of the rate of interest on the indebtedness; (Cc) exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any security, with or without the substitution of new collateral; (Dd) release, substitute, agree not to sue, or xx deal with any one or more of Borrower's or any other Borrower's sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; (Ee) determine how, when and what application of payments and credits shall be made on any indebtedness; (Ff) apply such security and direct the order or manner of sale of any Collateralthereof, including without limitation, any non-judicial nonjudicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; (Gg) sell, transfer, assign assign, or grant participations in all or any part of the Loanindebtedness; (Hh) exercise or refrain from exercising any rights against Borrower or others, or otherwise act or refrain from acting; (Ii) settle or compromise any indebtedness; and (Jj) subordinate the payment of all or any part of any indebtedness of Borrower's indebtedness Borrower to Lender to the payment of any liabilities which may be due Lender or others.

Multiple Borrowers. This Agreement has been executed by multiple obligors who are referred to in this Agreement individually, collectively and interchangeably as "Borrower." Unless specifically stated to the contrary, the word "Borrower" as used in this Agreement, including without limitation all representations, warranties and covenants, shall include all Borrowers. Borrower understands and agrees that, with or without notice to any one Borrower, Lender may (A) make one or more additional secured or unsecured loans or otherwise extend additional credit with respect to any other Borrower; (B) with respect to any other Borrower alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of any indebtedness, including increases and decreases of the rate of interest on the indebtedness; (C) exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any security, with or without the substitution of new collateral; (D) Dl release, substitute, agree not to sue, or deal with any one or more of Borrower's or any other Borrower's sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; (E) determine how, when and what application of payments and credits shall be made on any indebtedness; (F) apply such security and direct the order or manner of sale of any Collateral, including without limitation, any non-judicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; (G) GI sell, transfer, assign or grant participations in all or any part of the Loan; (H) HI exercise or refrain from exercising any rights against Borrower or others, or otherwise act or refrain from acting; (I) settle or compromise any indebtedness; and (J) subordinate the payment of all or any part of any of Borrower's indebtedness to Lender to the payment of any liabilities which may be due Lender or others.

Multiple Borrowers. This Agreement has been executed by multiple obligors who are referred The liability of each Borrower for all amounts due to in Lender under this Agreement individually, collectively shall be joint and interchangeably as "several regardless of which Borrower actually receives any extensions of credit hereunder or on its books and records. Each Borrower." Unless specifically stated to the contrary, the word "Borrower" as used in this Agreement, including without limitation all representations, warranties and covenants, shall include all Borrowers. Borrower understands and agrees that, with or without notice to any one Borrower, Lender may (A) make one or more additional secured or unsecured loans or otherwise extend additional credit 's Obligations with respect to any other the Loans made to it and related fees, costs and expenses, and each Borrower; (B) 's Obligations arising as a result of the joint and several liability of each Borrower hereunder, together with the related fees, costs and expenses, shall be separate and distinct obligations, all of which are primary obligations of each Borrower. Each Borrower's Obligations arising as a result of the joint and several liability of each Borrower hereunder with respect to extensions of credit made to any other Borrower alterhereunder shall, compromiseto the fullest extent permitted by law, renewbe unconditional irrespective of (i) the validity, extendenforceability, accelerate, avoidance or otherwise change one subordination of the Obligations of any Borrower or more times the time for payment of any promissory note or other terms of any indebtedness, including increases and decreases of the rate of interest on the indebtedness; (C) exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any security, with or without the substitution of new collateral; (D) release, substitute, agree not to sue, or deal with any one or more of Borrower's or any other Borrower's sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; (E) determine how, when and what application of payments and credits shall be made on any indebtedness; (F) apply such security and direct the order or manner of sale of any Collateral, including without limitation, any non-judicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; (G) sell, transfer, assign or grant participations in documents evidencing all or any part of the Loan; (H) exercise or refrain Obligations from exercising any rights against Borrower or othersBorrower, any other guarantor, or otherwise act any other security therefor, or refrain from acting; the absence of any other action to enforce the same, (Iii) settle the waiver, consent, extension, forbearance or compromise granting of any indebtedness; indulgence by Lender with respect to any provision of any instrument evidencing the Obligations of any Borrower, or any part thereof, or any other agreement now or hereafter executed by any Borrower, and delivered to Lender, (Jiii) subordinate the payment failure by Lender to take any steps to perfect and maintain its security interest in, or to preserve its rights to, any security or collateral for the Obligations of any Borrower, (iv) Lender's election, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, (v) any borrowing or granting of a security interest by any Borrower, as debtor-in-possession under Section 364 of the Bankruptcy Code, (vi) the disallowance of all or any portion of Lender's claim(s) for repayment of the Obligations of any Borrower under Section 502 of the Bankruptcy Code, or (vii) any other circumstance which might constitute a legal or equitable discharge or defense of a guarantor or any Borrower. With respect to each Borrower's Obligations arising as a result of the joint and several liability of each Borrower hereunder with respect to loans or other extensions of credit made to any Borrower hereunder, each such Borrower waives, until the Obligations shall have been indefeasibly paid in full and this Agreement shall have been terminated, any right to enforce any right of subrogation or any remedy which Lender now has or may hereafter have against any Borrower, any endorser or any guarantor of all or any part of the Obligations, and any benefit of, and any right to participate in, any security or collateral given to Lender, whether any such right arises by way of Borrower's indebtedness to Lender suretyship or otherwise. Each Borrower hereby further waives, to the fullest extent permitted by law, all suretyship or similar defense in respect of Lender and the transactions contemplated herein. Upon any Event of Default, Lender may, at its sole election, proceed directly and at once, without notice, against any Borrower to collect and recover the full amount, or any portion of the Obligations, without first proceeding against any other Borrower or any other person, against any security or collateral for the Obligations. Each Borrower consents and agrees that Lender shall not be under any obligation to marshal any assets in favor of such Borrower or against or in payment of any liabilities which may be due Lender or othersall of the Obligations.

Multiple Borrowers. This Agreement has been executed by multiple obligors who are referred to in this Agreement individually, collectively and interchangeably as "“Borrower." ” Unless specifically stated to the contrary, the word "“Borrower" ” as used in this Agreement, including without limitation all representations, warranties and covenants, shall include all Borrowers. Borrower understands and agrees that, with or without notice to any one Borrower, Lender may (A) make one or more additional secured or unsecured loans or otherwise extend additional credit with respect to any other Borrower; (B) with respect to any other Borrower alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of any indebtedness, including increases and decreases of the rate of interest on the indebtedness; (C) exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any security, with or without the substitution of new collateral; (D) release, substitute, agree not to suexxx, or deal with any one or more of Borrower's ’s or any other Borrower's ’s sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; (E) determine how, when and what application of payments and credits shall be made on any indebtedness; (F) apply such security and direct the order or manner of sale of any Collateral, including without limitation, any non-judicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; (G) sell, transfer, assign or grant participations in all or any part of the Loan; (H) exercise or refrain from exercising any rights against Borrower or others, or otherwise act or refrain from acting; (I) settle or compromise any indebtedness; and (J) subordinate the payment of all or any part of any of Borrower's ’s indebtedness to Lender to the payment of any liabilities which may be due Lender or others.

Multiple Borrowers. This Agreement agreement has been executed by multiple obligors who are referred to in this Agreement individually, collectively and interchangeably as "“Borrower." ” Unless specifically stated to the contrary, the word "“Borrower" ” as used in this Agreement, including without limitation all representations, warranties and covenants, shall include all Borrowers. Borrower understands and agrees that, with or without notice to any one Borrower, Lender may (A) make one or more additional secured or unsecured loans or otherwise extend additional credit with respect to any other Borrower; (B) with respect to any other Borrower alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of any indebtedness, including increases and decreases of the rate of interest on the indebtedness; (C) exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any security, with or without the substitution of new collateral; (D) release, substitute, agree not to suexxx, or deal with any one or more of Borrower's ’s or any other Borrower's ’s sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; (E) determine how, when and what application of payments and credits shall be made on any indebtedness; (F) apply such security and direct the order or manner of sale of any Collateral, including without limitation, any non-judicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; (G) sell, transfer, assign assign, or grant participations in all or any part of the Loan; (H) exercise or refrain from exercising any rights against Borrower or others, or otherwise act or refrain from acting; (I) settle or compromise any indebtedness; and (J) subordinate the payment of all or any part of any of Borrower's ’s indebtedness to Lender to the payment of any liabilities which may be due Lender or others.

Multiple Borrowers. This Agreement has been executed by multiple obligors who are referred to in this Agreement individually, collectively and interchangeably as "Borrower." Unless specifically stated to the contrary, the word "Borrower" as used in this Agreement, including without limitation all representations, warranties and covenants, shall include all Borrowers. Borrower understands and agrees that, with or without notice to any one Borrower, Lender may (A) make one or more additional secured or unsecured loans or otherwise extend additional credit with respect to any other Borrower; , (B) with respect to any other Borrower alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of any indebtedness, including increases and decreases of the rate of interest on the indebtedness; , (C) exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any security, with or without the substitution of new collateral; (D) release, substitute, agree not to suesxx, or deal with any one or more of Borrower's or any other Borrower's sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; (E) determine how, when and what application of payments and credits shall be made on any indebtedness; (F) apply such security and direct the order or manner of sale of any Collateral, including without limitation, any non-judicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; (G) sell, transfer, assign or grant participations in all or any part of the Loan; , (H) exercise or refrain from exercising any rights against Borrower or others, or otherwise act or refrain from acting; , (I) settle or compromise any indebtedness; and (J) subordinate the payment of all or any part of any of Borrower's indebtedness to Lender to the payment of any liabilities which may be due Lender or others.