Common use of Secured Parties Clause in Contracts

Secured Parties. The benefit of the provisions of the Loan Documents directly relating to the Collateral or any Lien granted thereunder shall extend to and be available to any Secured Party that is not a Lender or L/C Issuer party hereto as long as, by accepting such benefits, such Secured Party agrees, as among Administrative Agent and all other Secured Parties, that such Secured Party is bound by (and, if requested by Administrative Agent, shall confirm such agreement in a writing in form and substance acceptable to Administrative Agent) this Article X and the decisions and actions of Administrative Agent and the Requisite Lenders (or, where expressly required by the terms of this Agreement, a greater proportion of the Lenders or other parties hereto as required herein) to the same extent a Lender is bound (without requiring the separate consent of such Secured Party except as specifically required pursuant to Section 12.2(b)); provided, however, that, notwithstanding the foregoing, (i) such Secured Party shall be bound by Section 10.6 only to the extent of liabilities, costs and expenses with respect to or otherwise relating to the Collateral held for the benefit of such Secured Party, in which case the obligations of such Secured Party thereunder shall not be limited by any concept of pro rata share or similar concept, (ii) such Secured Party agrees that that nothing herein or in any Loan Document shall entitle such Secured Party to any independent rights or remedies with respect to the Collateral, it being understood that all rights and remedies in respect of the Collateral shall be exercised by Administrative Agent and the Lenders in accordance with the terms of the Loan Documents and applicable Law, (iii) unless otherwise a Lender hereunder, such Secured Party shall not be deemed to be a “Lender” under any of the Loan Documents solely by reason of its sharing in the Liens of the Administrative Agent in and to the Collateral, (iv) each of Administrative Agent, the Lenders and the L/C Issuers party hereto shall be entitled to act at its sole discretion, without regard to the interest of such Secured Party, regardless of whether any Obligation to such Secured Party thereafter remains outstanding, is deprived of the benefit of the Collateral, becomes unsecured or is otherwise affected or put in jeopardy thereby, and without any duty or liability to such Secured Party or any such Obligation (and in no event shall Administrative Agent or any of its Affiliates or any of their respective officers, directors, employees, agents or representatives be deemed to be acting as a fiduciary of any such Secured Party or deemed to owe any such Secured Party any duties) and (v) except as otherwise specifically set forth herein, such Secured Party shall not have any right to be notified of, consent to, direct, require or be heard with respect to, any action taken or omitted in respect of the Collateral or under any Loan Document.

Secured Parties. The benefit (a) Subject to Section 9.2(b), the Payor will not grant, or permit to exist, any Encumbrance, other than a Permitted Encumbrance, on all or any part of the provisions Mining Titles in favour of the Loan Documents directly relating any secured party, unless such secured party executes and delivers to the Collateral or any Lien granted thereunder shall extend to Payee an agreement between the Payee and be available to any Secured Party that is not a Lender or L/C Issuer party hereto as long assuch secured party, by accepting such benefits, such Secured Party agrees, as among Administrative Agent and all other Secured Parties, that such Secured Party is bound by (and, if requested by Administrative Agent, shall confirm such agreement in a writing in form and substance acceptable to Administrative Agent) this Article X and the decisions and actions of Administrative Agent and the Requisite Lenders (or, where expressly required by the terms of this Agreement, a greater proportion of the Lenders or other parties hereto as required herein) satisfactory to the same extent a Lender is bound (without requiring the separate consent of such Secured Party except as specifically required Payee, acting reasonably, pursuant to Section 12.2(b)); provided, however, that, notwithstanding the foregoing, which such secured party: (i) acknowledges the existence of the Royalty and this Agreement; (ii) agrees not to challenge the validity or enforceability of, or compliance with, the Royalty, this Agreement or the priority of the Security; (iii) agrees not to directly or indirectly Transfer all or any part of the Payor’s beneficial and legal title to the Mining Titles pursuant to any enforcement of its Encumbrance to any person unless such Secured Party shall be bound by Section 10.6 only person executes and delivers to the Payee an assumption agreement, in form and substance satisfactory to the Payee, acting reasonably, whereby such person assumes in favour of the Payee the Royalty and all other obligations and liabilities of the Payor under this Agreement and the other Transaction Document, to the extent of liabilitiessuch Transfer; and (iv) agrees not to directly or indirectly Transfer to any person all or any part of its rights and obligations pursuant to its Encumbrance, costs unless such person delivers to the Payee an agreement in favour of the Payee, in form and expenses with respect substance satisfactory to the Payee, acting reasonably, agreeing to be bound by this Section 9.1, as a secured party. (b) If any Payor Group Entity wishes to grant an Encumbrance in, to or otherwise relating over any Collateral to the Collateral held any Project Lenders as security for the benefit payment or performance of any Project Financing of not less than $10,000,000, then the Payee agrees to enter into an intercreditor agreement with such Secured PartyProject Lenders and the relevant Payor Group Entity (such agreement to be negotiated in good faith) at the cost and expense of Payor to, among other things: (i) implement the terms and conditions set forth in which case the obligations of such Secured Party thereunder shall not be limited by any concept of pro rata share or similar concept, Schedule G; and (ii) address such Secured Party agrees other matters as the Project Lenders, the relevant Payor Group Entity or Payee may reasonably require. Payor shall ensure that that nothing herein or for so long as any Project Financing contemplated by this Section 9.2(b) remains outstanding, in any Loan Document shall entitle such Secured Party to any independent rights or remedies with respect addition to the CollateralSecurity contemplated by Section 9.1, it being understood that all rights Payee shall receive the same guarantees and remedies security provided by the Payor Group Entities to the Project Lenders in respect of the Collateral shall be exercised by Administrative Agent and the Lenders in accordance with the terms of the Loan Documents and applicable Law, (iii) unless otherwise a Lender hereunder, such Secured Party shall not be deemed to be a “Lender” under any of the Loan Documents solely by reason of its sharing in the Liens of the Administrative Agent in and to the Collateral, (iv) each of Administrative Agent, the Lenders and the L/C Issuers party hereto shall be entitled to act at its sole discretion, without regard to the interest of such Secured Party, regardless of whether any Obligation to such Secured Party thereafter remains outstanding, is deprived of the benefit of the Collateral, becomes unsecured or is otherwise affected or put in jeopardy thereby, and without any duty or liability to such Secured Party or any such Obligation (and in no event shall Administrative Agent or any of its Affiliates or any of their respective officers, directors, employees, agents or representatives be deemed to be acting as a fiduciary of any such Secured Party or deemed to owe any such Secured Party any duties) and (v) except as otherwise specifically set forth herein, such Secured Party shall not have any right to be notified of, consent to, direct, require or be heard with respect to, any action taken or omitted in respect of the Collateral or under any Loan DocumentProject Financing.

Secured Parties. The benefit Parties agree that any determination pursuant to clause (III) as to whether a Plan could have been confirmed without acceptance by two-thirds in amount of the provisions Tranche A-1 Claims as a separate class (assuming the Tranche A Claims the Tranche A-1 Claims were each voting as separate classes) shall be submitted to the United States Bankruptcy Court (the “Bankruptcy Court”) exercising jurisdiction in the case(s) in which the Plan has been proposed (the “Case”) (or other court of competent jurisdiction in the Case or over the determination contemplated by this clause (III) in the event the Bankruptcy Court fails or refuses to make such determination) (any such court of competent jurisdiction, together with the Bankruptcy Court, the “Applicable Court”); provided that the Parties agree that pending decision by the Applicable Court, such determination may be made on an interim basis by the Agent in good faith acting as an independent arbiter (the “Agent Appointed Process”). The Parties acknowledge and agree that it is their mutual intent and desire that the Applicable Court make such determination and that the Agent Appointed Process is available if the Agent in good faith determines that it is necessary to undertake the Agent Approved Process for the purpose of preserving the ability of the Agent to submit votes on behalf of the Tranche A Secured Parties and Tranche A-1 Secured Parties in accordance with this Section 1(e) of this Schedule 14 of the Loan Documents directly relating Agreement in the event that the Bankruptcy Court determines that it lacks subject matter jurisdiction or any Applicable Court (including the Bankruptcy Court) is unable to make such determination prior to the Collateral or any Lien granted thereunder shall extend deadline by which votes in the Case are to and be available to any Secured Party that is not a Lender or L/C Issuer party hereto as long as, by accepting such benefits, such Secured Party agrees, as among Administrative Agent and all other Secured Parties, that such Secured Party is bound by (and, if requested by Administrative Agent, shall confirm such agreement in a writing in form and substance acceptable to Administrative Agent) this Article X and the decisions and actions of Administrative Agent and the Requisite Lenders (or, where expressly required by the terms of this Agreement, a greater proportion submitted. In furtherance of the Lenders or other parties hereto as required herein) to foregoing, the same extent a Lender is bound (without requiring the separate consent of such Secured Party except as specifically required pursuant to Section 12.2(b)); providedParties agree that they shall, however, that, notwithstanding the foregoingin good faith, (i) such Secured Party shall be bound seek an expedited determination by Section 10.6 only to the extent of liabilities, costs and expenses with respect to or otherwise relating to the Collateral held for the benefit of such Secured Party, in which case the obligations of such Secured Party thereunder shall not be limited by any concept of pro rata share or similar conceptApplicable Court, (ii) such Secured Party agrees that that nothing herein or in any Loan Document shall entitle such Secured Party cooperate to any independent rights or remedies with respect establish procedures, subject to the Collateral, it being understood that all rights and remedies in respect approval of the Collateral shall be exercised Applicable Court, that facilitate an expedited determination by Administrative Agent the Applicable Court, and the Lenders in accordance with the terms of the Loan Documents and applicable Law, (iii) unless otherwise cooperate to seek such other and further relief from the Applicable Court as may be reasonably appropriate in furtherance of the Parties’ intent. The Parties further agree that neither their agreement to participate in the Agent Appointed Process nor any decision by the Agent (nor submissions, correspondence or communications by, between and/or among the Agent, Tranche A Lenders and the Tranche A-1 Lenders) shall be used in any manner to prejudice their rights to have the determination independently made by the Applicable Court and any such submissions, correspondence or communications shall be, to the fullest extent permitted by Applicable Law, treated as a Lender hereunderconfidential settlement communication to be used for settlement purposes only. Any conflict between a determination by the Applicable Court and the Agent on the subject matter to be determined shall be governed by the determination by the Applicable Court. In the event that the Bankruptcy Court fails or refuses to make the determination contemplated by this clause (III) and nonetheless enters an order confirming the Plan, such Secured Party the Agent shall not be deemed relieved of any liability to be the Tranche A-1 Lenders arising from or relating to a “Lender” under any breach of this Section 1(d) as a result of the Loan Documents solely subsequent determination by reason a court of its sharing competent jurisdiction that the Agent did not act in good faith in undertaking the Liens of the Administrative Agent in and to the Collateral, (iv) each of Administrative Agent, the Lenders and the L/C Issuers party hereto shall be entitled to act at its sole discretion, without regard to the interest of such Secured Party, regardless of whether any Obligation to such Secured Party thereafter remains outstanding, is deprived of the benefit of the Collateral, becomes unsecured or is otherwise affected or put in jeopardy thereby, and without any duty or liability to such Secured Party or any such Obligation (and in no event shall Administrative Agent or any of its Affiliates or any of their respective officers, directors, employees, agents or representatives be deemed to be acting as a fiduciary of any such Secured Party or deemed to owe any such Secured Party any duties) and (v) except as otherwise specifically set forth herein, such Secured Party shall not have any right to be notified of, consent to, direct, require or be heard with respect to, any action taken or omitted in respect of the Collateral or under any Loan DocumentAppointed Process.

Secured Parties. The Lenders hereby authorize the Administrative Agent and, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) as described in Section 9.14; (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Document; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant hereto. Upon any sale or transfer of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document, the release of Collateral in connection with the release of any Subsidiary Guarantor as a Guarantor or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five Business Days’ prior written request by the Borrower to the Administrative Agent, the Administrative Agent shall execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the provisions of the Loan Documents directly relating to Secured Parties or pursuant hereto upon the Collateral that was sold or any Lien granted thereunder shall extend to and be available to any Secured Party transferred or owned by a Subsidiary Guarantor that is not a Lender or L/C Issuer party hereto as long as, by accepting such benefits, such Secured Party agrees, as among Administrative Agent and all other Secured Parties, that such Secured Party is bound by (and, if requested by Administrative Agent, shall confirm such agreement in a writing in form and substance acceptable to Administrative Agent) this Article X and the decisions and actions of Administrative Agent and the Requisite Lenders (or, where expressly required by the terms of this Agreement, a greater proportion of the Lenders or other parties hereto as required herein) to the same extent a Lender is bound (without requiring the separate consent of such Secured Party except as specifically required pursuant to Section 12.2(b))was released from its Guaranty; provided, however, that, notwithstanding the foregoing, that (i) such Secured Party shall be bound by Section 10.6 only to the extent of liabilities, costs and expenses with respect to or otherwise relating to the Collateral held for the benefit of such Secured Party, in which case the obligations of such Secured Party thereunder Administrative Agent shall not be limited by required to execute any concept such document on terms which, in the Administrative Agent’s opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of pro rata share such Liens without recourse or similar conceptwarranty, and (ii) such Secured Party agrees that that nothing herein or release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of any Loan Document shall entitle such Secured Party to or any independent rights or remedies with respect to the Collateral, it being understood that all rights and remedies Subsidiary thereof in respect of) all interests retained by any Loan Party or any Subsidiary thereof, including (without limitation) the proceeds of the Collateral sale, all of which shall be exercised by Administrative Agent and the Lenders in accordance with the terms of the Loan Documents and applicable Law, (iii) unless otherwise a Lender hereunder, such Secured Party shall not be deemed continue to be a “Lender” under any of the Loan Documents solely by reason of its sharing in the Liens of the Administrative Agent in and to the Collateral, (iv) each of Administrative Agent, the Lenders and the L/C Issuers party hereto shall be entitled to act at its sole discretion, without regard to the interest of such Secured Party, regardless of whether any Obligation to such Secured Party thereafter remains outstanding, is deprived of the benefit constitute part of the Collateral, becomes unsecured or is otherwise affected or put in jeopardy thereby, and without any duty or liability to such Secured Party or any such Obligation (and in no event shall Administrative Agent or any of its Affiliates or any of their respective officers, directors, employees, agents or representatives be deemed to be acting as a fiduciary of any such Secured Party or deemed to owe any such Secured Party any duties) and (v) except as otherwise specifically set forth herein, such Secured Party shall not have any right to be notified of, consent to, direct, require or be heard with respect to, any action taken or omitted in respect of the Collateral or under any Loan Document.

Secured Parties. The benefit the Credit Agreement Security Documents Grantor, the proceeds of any sale, collection or other liquidation of any Shared Collateral, Equity and (b) the provisions of the Loan Documents directly relating to the Collateral Additional Security Documents. Release Proceeds, or any Lien granted thereunder shall extend to and be available to Guarantee Release Proceeds received by any Secured Party that is not a Lender or L/C Issuer party hereto as long as, received by accepting such benefits, such the Controlling Collateral Agent or any Secured Party agrees, as among Administrative Agent and all other pursuant to any such intercreditor agreement Series (a) with respect to the Secured Parties, that such Secured Party is bound by (and, if requested by Administrative Agent, shall confirm such agreement in a writing in form and substance acceptable to Administrative Agent) this Article X and the decisions and actions each of Administrative Agent and the Requisite Lenders (or, where expressly required by the terms of this Agreement, a greater proportion of the Lenders or other parties hereto as required herein) to the same extent a Lender is bound (without requiring the separate consent of such Secured Party except as specifically required pursuant to Section 12.2(b)); provided, however, that, notwithstanding the foregoing, (i) such Secured Party shall be bound by Section 10.6 only to the extent of liabilities, costs and expenses Credit Agreement or otherwise with respect to or otherwise relating to the such Shared Collateral held for the benefit and proceeds of any such distribution (subject, Secured Party, Parties (in which case the obligations of such Secured Party thereunder shall not be limited by any concept of pro rata share or similar concepttheir capacities as such), (ii) the Initial Additional Secured Parties (in their in the case of any such distribution, to the second sentence hereof) to which the Obligations are capacities as such) and (iii) the other Additional Secured Party agrees Parties that become subject to this entitled under any intercreditor agreement (other than this Agreement) or otherwise (all proceeds Agreement after the date hereof that nothing herein are represented by a common Authorized Representative (in of any sale, collection or in other liquidation of any Loan Document shall entitle such Secured Party to any independent rights or remedies Collateral comprising either Shared Collateral, their capacities as such) and (b) with respect to any Obligations, each of (i) the CollateralCredit Agreement or Equity Release Proceeds, it being understood that all rights proceeds of any such distribution and remedies any proceeds of any Obligations, (ii) the Initial Additional Obligations and (iii) the Additional Obligations incurred insurance covering the Shared Collateral received by the Controlling Collateral Agent and not pursuant to any Additional Agreement, which pursuant to any Joinder Agreement, are to be required to be returned to any Grantor under any Secured Credit Document and all Guarantee represented hereunder by a common Authorized Representative (in respect its capacity as such for such Proceeds (i) FIRST, to the Additional Obligations). payment of all amounts owing to each Collateral Agent and Authorized Representative (in its capacity as such) pursuant to the terms of any Secured Credit Document, (ii) SECOND, subject to Shared Collateral Section 1.01(b), to the payment in full of the Collateral shall be exercised by Administrative Agent Obligations (other than Cash Collateralized Series of Obligations (or their respective Authorized Representatives) hold a valid and the Lenders perfected Obligations) of each Series on a ratable basis in accordance with the terms of the Loan applicable security interest at such time. If more than two Series of Obligations are outstanding at any time Secured Credit Documents and applicable Law, (iii) unless otherwise THIRD, after the Discharge of all Obligations, to the Borrower and the holders of less than all Series of Obligations hold a Lender hereundervalid and perfected security interest in or the other Grantors or their successors or assigns, as their interests may appear, or to whosoever any Collateral at such time, then such Collateral shall constitute Shared Collateral for those Series may be lawfully entitled to receive the same, or as a court of competent jurisdiction may direct. of Obligations that hold a valid security interest in such Collateral at such time and shall not If, despite the provisions of the first sentence of this Section 2.01(a), any Secured Party shall constitute Shared Collateral for any Series which does not have a valid and perfected security receive any payment or other recovery in excess of its portion of payments on account of the interest in such Collateral at such time. Obligations to which it is then entitled in accordance with this Section 2.01(a), such Secured Party shall not be deemed to be a “Lender” under any of the Loan Documents solely by reason of its sharing hold such payment or recovery in the Liens of the Administrative Agent in and to the Collateral, (iv) each of Administrative Agent, the Lenders and the L/C Issuers party hereto shall be entitled to act at its sole discretion, without regard to the interest of such Secured Party, regardless of whether any Obligation to such Secured Party thereafter remains outstanding, is deprived of trust for the benefit of all Secured Parties for distribution Subordinated Shareholder Funding in accordance with this Section 2.01(a). Notwithstanding the foregoing, with respect to any Shared defined in the Credit Agreement (or any correlative term in any Additional Agreement that has Collateral or Equity Release Proceeds for which a third party (other than a Secured Party) has a lien or security interest that is junior in priority to the security interest of any Series of Obligations but senior (as determined by appropriate legal proceedings in the case of any dispute) to the Intervening Creditor Subsidiary the value of any Shared Collateral, becomes unsecured Equity Release Proceeds or is otherwise affected Proceeds which are allocated to term in any Additional Agreem such Intervening Creditor shall be deducted on a ratable basis solely from the Shared Collateral, Equity Release Proceeds or put in jeopardy thereby, and without any duty or liability to such Secured Party or any such Obligation (and in no event shall Administrative Agent or any of its Affiliates or any of their respective officers, directors, employees, agents or representatives be deemed Proceeds to be acting as a fiduciary of any such Secured Party or deemed to owe any such Secured Party any duties) and (v) except as otherwise specifically set forth herein, such Secured Party shall not have any right to be notified of, consent to, direct, require or be heard with respect to, any action taken or omitted distributed in respect of the Collateral Series of Obligations with US Grantor respect to which such Impairment exists. United States of America, any State thereof or under any Loan Documentthe District of Columbia.

Secured Parties. The Each Secured Party who obtains the benefit of this Agreement and each other Agent shall be deemed to have acknowledged and accepted the provisions appointment of the Loan Documents directly relating Collateral Agent pursuant to the Collateral or any Lien granted thereunder shall extend to and be available to any Secured Party that is not a Lender or L/C Issuer party hereto as long as, by accepting such benefits, such Secured Party agrees, as among Administrative Agent and all other Secured Parties, that such Secured Party is bound by (and, if requested by Administrative Agent, shall confirm such agreement in a writing in form and substance acceptable to Administrative Agent) this Article X and the decisions and actions of Administrative Agent and the Requisite Lenders (or, where expressly required by the terms of this the Credit Agreement, a greater proportion of the Lenders or other parties hereto as required herein) to the same extent a Lender is bound (without requiring the separate consent of such Secured Party except as specifically required pursuant to Section 12.2(b)); provided, however, that, notwithstanding the foregoing, (i) such Secured Party shall be bound by Section 10.6 only to the extent of liabilities, costs and expenses with respect to the actions and omissions of the Collateral Agent hereunder or otherwise relating to the Collateral held for the benefit of hereto that do or may affect such Secured Party, in which case the obligations Collateral Agent and each of such its Affiliates shall be entitled to all of the rights, benefits and immunities conferred under Article VIII of the Credit Agreement. No Secured Party thereunder and no Agent (other than the Collateral Agent) shall not be limited by have any concept right individually to realize upon any of pro rata share or similar concept, (ii) such Secured Party agrees that that nothing herein or in any Loan Document shall entitle such Secured Party to any independent rights or remedies with respect the Security Agreement Collateral except to the Collateralextent expressly contemplated by this Agreement or the other Loan Documents, it being understood and agreed that (as among the Secured Parties) all powers, rights and remedies in respect under the Loan Documents may be exercised solely by the Collateral Agent or its designee on behalf of the Collateral shall be exercised by Administrative Agent and the Lenders Secured Parties in accordance with the terms hereof and thereof. Without limiting the generality of the foregoing, each Agent (other than the Collateral Agent) on behalf of itself and the Lenders represented by it, acknowledges and agrees that it has appointed the Collateral Agent as its agent hereunder and under the other Loan Documents and applicable Lawthat the Collateral Agent is authorized by it, and (iiias among the Secured Parties) unless otherwise a Lender hereunderthe Collateral Agent or its designee shall have the sole right, such to make demands, give notices, exercise or refrain from exercising any rights and to take or refrain from taking any actions (including, without limitation, the release or substitution of Security Agreement Collateral) in accordance with this Agreement and the other Loan Documents. Each Secured Party shall and each Agent, whether or not a party hereto, will be deemed to be a “Lender” deemed, by its acceptance of the benefits of the Security Agreement Collateral provided hereunder and under any of the other Loan Documents solely by reason of its sharing in the Liens of the Administrative Agent in and Documents, to have agreed to the Collateral, (iv) each foregoing provisions and the other provisions of Administrative Agentthis Agreement. As between the Collateral Agent and the Grantors, the Lenders and the L/C Issuers party hereto Collateral Agent shall be entitled to act at its sole discretion, without regard to the interest of such Secured Party, regardless of whether any Obligation to such Secured Party thereafter remains outstanding, is deprived of the benefit of the Collateral, becomes unsecured or is otherwise affected or put in jeopardy thereby, and without any duty or liability to such Secured Party or any such Obligation (and in no event shall Administrative Agent or any of its Affiliates or any of their respective officers, directors, employees, agents or representatives be deemed conclusively presumed to be acting as a fiduciary of agent for the Secured Parties and each other Agent with full and valid authority and no Grantor shall be under any such Secured Party obligation or deemed entitlement to owe make any such Secured Party any duties) and (v) except as otherwise specifically set forth herein, such Secured Party shall not have any right to be notified of, consent to, direct, require or be heard with respect to, any action taken or omitted inquiry in respect of the Collateral or under any Loan Documentsuch authority.

Secured Parties. If an Entity: (Print Entity Name) By (Sign): Name (Print): Title (Print): If an Individual: (Sign) Name (Print): Email Address of Secured Party: _____________________________________________ Facsimile Number of Secured Party: __________________________________________ Address of Secured Party: ________________________________________________ ________________________________________________ the Secured Parties identified therein (the “Security Agreement”) Reference is made to the Security Agreement as defined above; capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in, or by reference in, the Security Agreement. The benefit undersigned hereby agrees that upon delivery of this Additional Debtor Joinder to the Secured Parties referred to above (or the Secured Party Representative on their behalf), the undersigned shall (a) be an Additional Debtor under the Security Agreement, (b) have all the rights and obligations of the provisions of Debtors under the Loan Documents directly relating to the Collateral or any Lien granted thereunder shall extend to Security Agreement as fully and be available to any Secured Party that is not a Lender or L/C Issuer party hereto as long as, by accepting such benefits, such Secured Party agrees, as among Administrative Agent and all other Secured Parties, that such Secured Party is bound by (and, if requested by Administrative Agent, shall confirm such agreement in a writing in form and substance acceptable to Administrative Agent) this Article X and the decisions and actions of Administrative Agent and the Requisite Lenders (or, where expressly required by the terms of this Agreement, a greater proportion of the Lenders or other parties hereto as required herein) to the same extent a Lender is bound as if the undersigned was an original signatory thereto, and (without requiring c) be deemed to have made the separate consent representations and warranties set forth therein as of such the date of execution and delivery of this Additional Debtor Joinder. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE UNDERSIGNED SPECIFICALLY GRANTS TO THE SECURED PARTIES A SECURITY INTEREST IN THE COLLATERAL OWNED BY IT AS MORE FULLY SET FORTH IN THE SECURITY AGREEMENT AND ACKNOWLEDGES AND AGREES TO THE WAIVER OF JURY TRIAL PROVISIONS SET FORTH THEREIN. An executed copy of this Joinder shall be delivered to the Secured Parties (or the Secured Party except as specifically required pursuant to Section 12.2(bRepresentative on their behalf)); provided, however, that, notwithstanding and the foregoing, (i) such Secured Party shall be bound by Section 10.6 only to Parties may rely on the extent of liabilities, costs and expenses with respect to matters set forth herein on or otherwise relating to after the Collateral held for the benefit of such Secured Party, in which case the obligations of such Secured Party thereunder date hereof. This Joinder shall not be limited by any concept of pro rata share modified, amended or similar concept, (ii) such Secured Party agrees that that nothing herein or in any Loan Document shall entitle such Secured Party to any independent rights or remedies with respect to terminated without the Collateral, it being understood that all rights and remedies in respect prior written consent of the Collateral shall be exercised by Administrative Agent and the Lenders in accordance with the terms of the Loan Documents and applicable Law, (iii) unless otherwise a Lender hereunder, such Secured Party shall not be deemed to be a “Lender” under any of the Loan Documents solely by reason of its sharing in the Liens of the Administrative Agent in and to the Collateral, (iv) each of Administrative Agent, the Lenders and the L/C Issuers party hereto shall be entitled to act at its sole discretion, without regard to the interest of such Secured Party, regardless of whether any Obligation to such Secured Party thereafter remains outstanding, is deprived of the benefit of the Collateral, becomes unsecured or is otherwise affected or put in jeopardy thereby, and without any duty or liability to such Secured Party or any such Obligation (and in no event shall Administrative Agent or any of its Affiliates or any of their respective officers, directors, employees, agents or representatives be deemed to be acting as a fiduciary of any such Secured Party or deemed to owe any such Secured Party any duties) and (v) except as otherwise specifically set forth herein, such Secured Party shall not have any right to be notified of, consent to, direct, require or be heard with respect to, any action taken or omitted in respect of the Collateral or under any Loan DocumentParties.