Within thirty (30) days of the end of each calendar quarter during the term of this Agreement, except as specifically provided below, cause each Person who has become a Domestic Subsidiary that constitutes a ​ during the calendar quarter that was just ended, to # become a Guarantor by executing and delivering to the ​ a Guarantor Joinder Agreement and such other documents as the ​ shall reasonably deem appropriate for such purpose, and # deliver to the ​ documents of the types referred to in [[clauses (iii) and (iv) of Section 4.01(a)])]] and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in [clause (a)]), all in form, content and scope reasonably satisfactory to the ​; provided, however, that # a ​ shall not be required to execute a Guarantor Joinder Agreement and become a Guarantor hereunder if such ​ # owns no Unencumbered Properties which are included in the calculation of any of the covenants contained in [Section 7.03(a)], [Section 7.10(a)] or [[Section 7.10(c), and (2)])]])] either # is prohibited under the terms of its Organization Documents or the terms of any Indebtedness from providing Guarantees of Indebtedness of any other Person, or # is not Wholly-Owned by the ​, or # is directly or indirectly Wholly-Owned by the ​ and does not have a direct or indirect interest in unencumbered real property assets with an aggregate book value of greater than ​ (provided that the Consolidated Entities which are otherwise exempted from executing a Guarantor Joinder Agreement pursuant to this subclause (a)(III) shall not individually or in the aggregate have asset values at any time in excess of 10% of the total value of Unencumbered Properties as such total value is reflected in the calculation of any of the covenants contained in [Section 7.03(a)], [Section 7.10(a)] or [Section 7.10(c)] (as reasonably determined by the ​ using information provided to it by the ​ pursuant to the terms of this Agreement)), # in the event during any calendar quarter during the term of this Agreement, the ​, the ​ or any ​ creates or acquires a Domestic Subsidiary that has an asset value that exceeds 5% of the total value of Unencumbered Properties as such total value is reflected in the calculation of any of the covenants contained in [Section 7.03(a)], [Section 7.10(a)] or [Section 7.10(c)] (as reasonably determined by the ​ using information provided to it by the ​ pursuant to the terms of this Agreement), then provided that such Domestic Subsidiary owns Unencumbered Properties included in the calculation of any of the covenants contained in [Section 7.03(a)], [Section 7.10(a)] or [Section 7.10(c)], the ​ shall require such newly created or acquired Domestic Subsidiary to execute and deliver the documentation required pursuant to [clauses [(i) and (ii) above]e]] within thirty (30) days of the date of creation or acquisition of such Domestic Subsidiary, and # to the extent a ​ that was previously exempted from execution of a Guarantor Joinder Agreement pursuant to subclause # above no longer satisfies the criteria for exemption set forth therein and is required to be a Guarantor hereunder, such ​ shall, within thirty (30) days of the end of the applicable calendar quarter, fulfill the requirements of [clauses [(i) and (ii) above]e]]. Notwithstanding the foregoing, the ​ may nominate any ​ to become a Guarantor of the Facilities, and each such entity’s inclusion as a Guarantor of the Facilities shall be subject to the terms and conditions otherwise set forth in this [Section 6.12]. Notwithstanding the terms of clause 6.12(a)(ii) above, the ​ shall have the right, in the exercise of its reasonable discretion, to waive the requirement that the ​ provide an opinion of counsel with respect to a ​ becoming a Guarantor hereunder for any ​ that has aggregate assets of less than ​ and that does not represent more than 2% of the total value of all Unencumbered Properties.

Section # Additional Guarantors; Creation of Co-Borrowers; Release of Co-Borrowers.

Co-Borrowers Liability. Any Co-Borrower may, acting singly, request Credit Extensions hereunder. Each Co-Borrower hereby appoints each other as agent for the other for all purposes hereunder, including with respect to requesting Credit Extensions hereunder. Each Co-Borrower hereunder shall be jointly and severally obligated to repay all Credit Extensions made hereunder, regardless of which Co-Borrower actually receives said Credit Extension, as if each Co-Borrower hereunder directly received all Credit Extensions. Each Co-Borrower waives # any suretyship defenses available to it under the Code or any other applicable law, including, without limitation, the benefit of California Civil Code Section 2815 permitting revocation as to future transactions and the benefit of California Civil Code Sections 1432, 2809, 2810, 2819, 2839, 2845, 2847, 2848, 2849, 2850, and 2899 and 3433, and # any right to require Bank to: # proceed against any Co-Borrower or any other person; # proceed against or exhaust any security; or # pursue any other remedy. Bank may exercise or not exercise any right or remedy it has against any Co-Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Co-Borrower’s liability. Notwithstanding any other provision of this Agreement or other related document, each Co-Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Co-Borrower to the rights of Bank under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Co-Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Co-Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Co-Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this [Section 9.8] shall be null and void. If any payment is made to a Co-Borrower in contravention of this [Section 9.8], such Co-Borrower shall hold such payment in trust for Bank and such payment shall be promptly delivered to Bank for application to the Obligations, whether matured or unmatured.

Vessels; Co-Borrowers; Subsidiary Guarantors; Immaterial Subsidiaries. [Schedules 1.01(a)], 1.01(c), 1.01(g) and 3.07(d) attached to the Credit Agreement are hereby deleted in their entirety and replaced with [Schedules 1.01(a)], 1.01(c), 1.01(g) and 3.07(d), respectively, appended to this Second Amendment as [Exhibit B].

Notices to Co-Borrowers and Guarantors shall go to each of the above addresses and, in the case of the first two addresses, to the name of such Co-Borrower or Guarantor, as applicable, c/o ​ Incorporated.

Waivers by Borrowers and Guarantors. Borrowers and Guarantors hereby waive any rights any Borrower or any Guarantor may have upon payment in full of the Obligations to require Administrative Agent to terminate its security interest in the Collateral, other collateral or in any other property of any Borrower or any Guarantor until termination of the Credit Agreement in accordance with its terms and the execution by each Borrower and each Guarantor of an agreement indemnifying Administrative Agent from any loss or damage Administrative Agent may incur as the result of dishonored checks or other items of payment received by Administrative Agent from any Loan Party or any account debtor and applied to the obligations and releasing and indemnifying, in the same manner as described in [Section 8.6] of this Agreement, the Releasees from all claims arising on or before the date of such termination. Borrowers and Guarantors each acknowledge that the foregoing waiver is a material inducement to Administrative Agent in entering this Agreement and that Administrative Agent is relying upon the foregoing waiver in its future dealings with Borrowers and Guarantors.

Co-Promotion. The Parties intend that the Parties will share equally in the Co-Promotion of Products in the Shared Territory on the terms and conditions set forth in this [Section 8.3(c)].

Co-Trustees. In the event that there are two or more Trustees serving under the Trust Agreement, each should use reasonable care to prevent a co-Trustee from committing a breach of fiduciary responsibility and they shall jointly manage and control assets of the Trust, except that in the event of an allocation of responsibilities, obligations, or duties among Trustees, a Trustee to whom such responsibilities, obligations, or duties have not been allocated shall not be liable to any person by reason of this [Section 17.5], either individually or as a Trustee, for any loss resulting to the Plan arising from the acts or omissions on the part of the Trustee to whom such responsibilities, obligations, or duties have been allocated.

The Borrower, each Co-Borrower and each Guarantor (as applicable) shall have a right of contribution against any Co-Borrower designated as a “primary obligor” with respect to any portion of the Obligations to the extent the Borrower, any such Co-Borrower or Guarantor pays any portion of such Obligations; provided that the Borrower, Co-Borrowers and Guarantors shall have no such right of contribution or any right of subrogation, indemnity or reimbursement against the applicable Co-Borrower for amounts paid in connection with this [Section 2.15(h)] until such time as all of the Obligations have been indefeasibly Fully Satisfied.

Reference is hereby made to the Term Loan Agreement (as it may be amended, modified, restated or supplemented from time to time, the “Loan Agreement”), dated as of ​, among ​, ​ (the “Borrower”), ​ Incorporated, a Georgia corporation (the “Parent”), the Lenders from time to time party thereto, the Co-Borrowers from time to time party thereto, the Guarantors from time to time party thereto, ​, as Syndication Agent, ​, as Administrative Agent, and ​ and ​, as Co-Documentation Agents.