Common use of Obligations Joint and Several Clause in Contracts

Obligations Joint and Several. Notwithstanding anything herein or in any Loan Document to the contrary, prior to the consummation of the Merger, the Borrowers shall be severally but not jointly liable for their respective portions of any and all Loan Document Obligations. Immediately after the consummation of the Mergers, the Borrowers shall have joint and several liability in respect of all Loan Document Obligations, without regard to any defense (other than the defense that payment in full has been made), setoff or counterclaim which may at any time be available to or be asserted by any other Loan Party against the Lenders, or by any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers’ liability hereunder, in bankruptcy or in any other instance, and the Loan Document Obligations of the Borrowers hereunder shall not be conditioned or contingent upon the pursuit by the Lenders or any other person at any time of any right or remedy against the Borrowers or against any other person which may be or become liable in respect of all or any part of the Loan Document Obligations or against any Collateral or Guarantee therefor or right of offset with respect thereto. The Borrowers hereby acknowledge that this Agreement is the independent and several obligation of each Borrower (regardless of which Borrower shall have delivered a request for borrowings under Section 2.03) and may be enforced against each Borrower separately, whether or not enforcement of any right or remedy hereunder has been sought against any other Borrower. Each Borrower hereby expressly waives, with respect to any of the Loans made to any other Borrower hereunder and any of the amounts owing hereunder by such other Loan Parties in respect of such Loans, diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent, the Collateral Agent or any Lender exhaust any right, power or remedy or proceed against such other Loan Parties under this Agreement or any other agreement or instrument referred to herein or against any other person under any other guarantee of, or security for, any of such amounts owing hereunder.

Obligations Joint and Several. Notwithstanding anything herein or in Unless otherwise specified with respect to any Loan Document to such Obligations at the contrary, prior to the consummation of the Merger, the Borrowers shall be severally but not jointly liable for their respective portions of any and all Loan Document Obligations. Immediately after the consummation of the Mergerstime incurred, the Borrowers shall have joint and several liability in respect of all Loan Obligations hereunder and under any other Credit Document Obligationsto which any Borrower is a party, without regard to any defense (other than the defense that payment in full has been madeof payment), setoff or counterclaim which may at any time be available to or be asserted by any other Loan Credit Party against the Lenders, or by any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers’ liability hereunder, in bankruptcy or in any other instance, and the Loan Document such Obligations of the Borrowers hereunder shall not be conditioned or contingent upon the pursuit by the Lenders or any other person at any time of any right or remedy against the Borrowers or against any other person which may be or become liable in respect of all or any part of the Loan Document Obligations or against any Collateral or Guarantee therefor or right of offset with respect thereto. The Borrowers hereby acknowledge that this Agreement is the independent and several obligation of each Borrower (regardless of which Borrower shall have delivered a request for borrowings under Section 2.03Notice of Borrowing) and may be enforced against each Borrower separately, whether or not enforcement of any right or remedy hereunder has been sought against any other Borrower. Each Borrower hereby expressly waives, with respect to any of the Loans made to any other Borrower hereunder and any of the amounts owing hereunder by such other Loan Credit Parties in respect of such Loans, diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent, the Collateral Agent or any Lender exhaust any right, power or remedy or proceed against such other Loan Credit Parties under this Agreement or any other agreement or instrument referred to herein or against any other person under any other guarantee of, or security for, any of such amounts owing hereunder. Notwithstanding the foregoing, after the Amendment No. 6 Effective Date, new Obligations incurred hereunder may be the obligation of only one Borrower, with other Borrowers agreeing to act as Guarantors with respect thereto.

Obligations Joint and Several. Notwithstanding anything herein or in any Loan Document to the contrary, prior to the consummation of the Merger, the Borrowers shall be severally but not jointly liable for their respective portions of any and all Loan Document Obligations. Immediately after the consummation of the Mergers, the The Borrowers shall have joint and several liability in respect of all Obligations in respect of the Loans (the “Loan Obligations”) hereunder and under any other Loan Document Obligationsto which any Borrower is a party, without regard to any defense (other than the defense that payment in full has been made), setoff or counterclaim which may at any time be available to or be asserted by any other Loan Credit Party against the Lenders, or by any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers’ liability hereunder, in bankruptcy or in any other instance, and the Loan Document Obligations of the Borrowers hereunder shall not be conditioned or contingent upon the pursuit by the Lenders or any other person at any time of any right or remedy against the Borrowers or against any other person which may be or become liable in respect of all or any part of the Loan Document Obligations or against any Collateral or Guarantee therefor or right of offset with respect thereto. The Borrowers hereby acknowledge that this Agreement is the independent and several obligation of each Borrower (regardless of which Borrower shall have delivered a request for borrowings under Section 2.03Notice of Borrowing) and may be enforced against each Borrower separately, whether or not enforcement of any right or remedy hereunder has been sought against any other Borrower. Each Borrower hereby expressly waives, with respect to any of the Loans made to any other Borrower hereunder and any of the amounts owing hereunder by such other Loan Credit Parties in respect of such Loans, diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent, the Collateral Agent or any Lender exhaust any right, power or remedy or proceed against such other Loan Credit Parties under this Agreement or any other agreement or instrument referred to herein or against any other person under any other guarantee of, or security for, any of such amounts owing hereunder.

Obligations Joint and Several. Notwithstanding anything herein or in any Loan Document to the contrary, prior to the consummation of the Merger, the Borrowers shall be severally but not jointly liable for their respective portions of any and all Loan Document Obligations. Immediately after the consummation of the Mergers, the The Borrowers shall have joint and several liability in respect of all Loan Obligations hereunder and under any other Credit Document Obligationsto which any Borrower is a party, without regard to any defense (other than the defense that payment in full has been madeof payment), setoff or counterclaim which may at any time be available to or be asserted by any other Loan Credit Party against the Lenders, or by any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers’ liability hereunder, in bankruptcy or in any other instance, and the Loan Document such Obligations of the Borrowers hereunder shall not be conditioned or contingent upon the pursuit by the Lenders or any other person at any time of any right or remedy against the Borrowers or against any other person which may be or become liable in respect of all or any part of the Loan Document Obligations or against any Collateral or Guarantee therefor or right of offset with respect thereto. The Borrowers hereby acknowledge that this Agreement is the independent and several obligation of each Borrower (regardless of which Borrower shall have delivered a request for borrowings under Section 2.03Notice of Borrowing) and may be enforced against each Borrower separately, whether or not enforcement of any right or remedy hereunder has been sought against any other Borrower. Each Borrower hereby expressly waives, with respect to any of the Loans made to any other Borrower hereunder and any of the amounts owing hereunder by such other Loan Credit Parties in respect of such Loans, diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent, the Collateral Agent or any Lender exhaust any right, power or remedy or proceed against such other Loan Credit Parties under this Agreement or any other agreement or instrument referred to herein or against any other person under any other guarantee of, or security for, any of such amounts owing hereunder. Further, the provisions of the Guarantee are hereby incorporated by reference and shall be deemed to apply to the Obligations of the Borrowers mutatis mutandis as if set forth herein.

Obligations Joint and Several. Notwithstanding anything Anything herein or in any Loan Document to the contrarycontrary notwithstanding, prior to each Borrower hereby agrees and acknowledges that the consummation of the Merger, the Borrowers shall be severally but not jointly liable for their respective portions of any and all Loan Document Obligations. Immediately after the consummation of the Mergers, the Borrowers shall have joint and several liability in respect of all Loan Document Obligations, without regard to any defense (other than the defense that payment in full has been made), setoff or counterclaim which may at any time be available to or be asserted by any other Loan Party against the Lenders, or by any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers’ liability hereunder, in bankruptcy or in any other instance, and the Loan Document Obligations of the Borrowers hereunder shall not be conditioned or contingent upon the pursuit by the Lenders or any other person at any time of any right or remedy against the Borrowers or against any other person which may be or become liable in respect of all or any part of the Loan Document Obligations or against any Collateral or Guarantee therefor or right of offset with respect thereto. The Borrowers hereby acknowledge that this Agreement is the independent and several obligation of each Borrower (for payment of the Obligations shall be joint and several with the obligations of the other Borrower hereunder regardless of which Borrower actually receives the proceeds or benefits of any borrowing hereunder. Each Borrower hereby agrees and acknowledges that it will receive substantial benefits from the Loans and credit facilities made available under this Agreement. Each Borrower agrees that its joint and several obligation to pay all Obligations hereunder is irrevocable, absolute, independent and unconditional and shall have delivered not be affected by any circumstance which constitutes a request for borrowings under Section 2.03) legal or equitable discharge of a guarantor or surety other than the indefeasible payment in full of the Obligations, and may be enforced against the liability of each Borrower separatelywith respect to the Obligations shall not be affected, whether reduced or not enforcement impaired by (i) consideration of the amount of proceeds of the Loans received by any Borrower relative to the aggregate amount of the Loans, (ii) the dissolution or termination of or any increase, decrease or change in personnel of, any Borrower, (iii) the insolvency or business failure of, or any assignment for the benefit of creditors by, or the commencement of any right bankruptcy, reorganization, arrangement, moratorium or remedy hereunder has been sought other debtor relief proceedings by or against the other Borrower or (iv) the appointment of a receiver for, or the attachment, restraint of or making or levying of any order of court or legal process affecting, the property of the other Borrower. Each Borrower agrees that a separate action or actions may be brought and prosecuted against such Borrower whether or not action is brought against the other Borrower and whether or not the other Borrower is joined in any such action or actions. Either Borrower's payment of a portion, but not all, of the Obligations shall in no way limit, affect, modify or abridge such Borrower's liability for that portion of the Obligations which is not paid. Each Borrower hereby expressly waiveswaives any right to require the Administrative Agent or any Lender, as a condition of payment or performance of the Obligations by such Borrower, to proceed against the other Borrower or any other Person, to exhaust any security held from any Borrower, or pursue any other remedy in the power of the Administrative Agent or any Lender. Each Borrower hereby waives any defense arising by reason of incapacity, lack of authority or any disability or other defense that may be available to the other Borrower and any defenses or benefits that may be derived or afforded by law which would limit the liability of or exonerate any guarantor or surety with respect to any the Obligations, or which may conflict with the terms and provisions of this Agreement, other than the indefeasible payment in full of the Loans made to any Obligations. Any indebtedness of a Borrower now or hereafter held by the other Borrower hereunder is hereby subordinated in right of payment to the Obligations, and any such indebtedness of a Borrower to the amounts owing hereunder other Borrower collected or received by such other Loan Parties Borrower after an Event of Default has occurred and is continuing shall be held in respect trust for the Administrative Agent on behalf of the Lenders and shall forthwith be paid over to the Administrative Agent for the benefit of the Lenders to be credited and applied against the Obligations but without affecting, impairing or limiting in any manner the liability of such Loans, diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent, the Collateral Agent or any Lender exhaust any right, power or remedy or proceed against such other Loan Parties under this Agreement or any other agreement or instrument referred to herein or against any other person Borrower under any other guarantee of, or security for, any provision of such amounts owing hereunderthis Agreement.

Obligations Joint and Several. Notwithstanding anything Anything herein or in any Loan Document to the contrarycontrary notwithstanding, prior to each Borrower hereby agrees and acknowledges that the consummation of the Merger, the Borrowers shall be severally but not jointly liable for their respective portions of any and all Loan Document Obligations. Immediately after the consummation of the Mergers, the Borrowers shall have joint and several liability in respect of all Loan Document Obligations, without regard to any defense (other than the defense that payment in full has been made), setoff or counterclaim which may at any time be available to or be asserted by any other Loan Party against the Lenders, or by any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers’ liability hereunder, in bankruptcy or in any other instance, and the Loan Document Obligations of the Borrowers hereunder shall not be conditioned or contingent upon the pursuit by the Lenders or any other person at any time of any right or remedy against the Borrowers or against any other person which may be or become liable in respect of all or any part of the Loan Document Obligations or against any Collateral or Guarantee therefor or right of offset with respect thereto. The Borrowers hereby acknowledge that this Agreement is the independent and several obligation of each Borrower (for payment of the Obligations shall be joint and several with the obligations of the other Borrower hereunder regardless of which Borrower actually receives the proceeds or benefits of any borrowing hereunder. Each Borrower hereby agrees and acknowledges that it will receive substantial benefits from the Loans and credit facilities made available under this Agreement. Each Borrower agrees that its joint and several obligation to pay all Obligations hereunder is irrevocable, absolute, independent and unconditional and shall have delivered not be affected by any circumstance which constitutes a request for borrowings under Section 2.03) legal or equitable discharge of a guarantor or surety other than the indefeasible payment in full of the Obligations, and may be enforced against the liability of each Borrower separatelywith respect to the Obligations shall not be affected, whether reduced or not enforcement impaired by (i) consideration of the amount of proceeds of the Loans received by any Borrower relative to the aggregate amount of the Loans, (ii) the dissolution or termination of or any increase, decrease or change in personnel of, Borrower, (iii) the insolvency or business failure of, or any assignment for the benefit of creditors by, or the commencement of any right bankruptcy, reorganization, arrangement, moratorium or remedy hereunder has been sought other debtor relief proceedings by or against the other Borrower or (iv) the appointment of a receiver for, or the attachment, restraint of or making or levying of any order of court or legal process affecting, the property of the other Borrower. Each Borrower agrees that a separate action or actions may be brought and prosecuted against such Borrower whether or not action is brought against the other Borrower and whether or not the other Borrower is joined in any such action or actions. Either Borrower's payment of a portion, but not all, of the Obligations shall in no way limit, affect, modify or abridge such Borrower's liability for that portion of the Obligations which is not paid. Each Borrower hereby expressly waiveswaives any right to require the Administrative Agent or any Lender, as a condition of payment or performance of the Obligations by such Borrower, to proceed against the other Borrower or any other Person, to exhaust any security held from any Borrower, or pursue any other remedy in the power of the Administrative Agent or any Lender. Each Borrower hereby waives any defense arising by reason of incapacity, lack of authority or any disability or other defense that may be available to the other Borrower and any defenses or benefits that may be derived or afforded by law which would limit the liability of or exonerate any guarantor or surety with respect to any the obligations, or which may conflict with the terms and provisions of this Agreement, other than the indefeasible payment in full of the Loans made to any Obligations. Any indebtedness of a Borrower now or hereafter held by the other Borrower hereunder is hereby subordinated in right of payment to the Obligations, and any such indebtedness of a Borrower to the amounts owing hereunder other Borrower collected or received by such other Loan Parties Borrower after an Event of Default has occurred and is continuing shall be held in respect trust for the Administrative Agent on behalf of the Lenders and shall forthwith be paid over to the Administrative Agent for the benefit of the Lenders to be credited and applied against the Obligations but without affecting, impairing or limiting in any manner the liability of such Loans, diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent, the Collateral Agent or any Lender exhaust any right, power or remedy or proceed against such other Loan Parties under this Agreement or any other agreement or instrument referred to herein or against any other person Borrower under any other guarantee of, or security for, any provision of such amounts owing hereunderthis Agreement.

Obligations Joint and Several. Notwithstanding anything herein or in any Loan Document to the contrary, prior to the consummation of the Merger, the Borrowers shall be severally but not jointly liable for their respective portions of any and all Loan Document Obligations. Immediately after the consummation of the Mergers, the Borrowers shall have joint and several liability in respect of all Loan Document Obligations, without regard to any defense (other than the defense that payment in full has been made), setoff or counterclaim which may at any time be available to or be asserted by any other Loan Party against the Lenders, or by any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers’ liability hereunder, in bankruptcy or in any other instance, and the Loan Document Obligations of the Borrowers hereunder shall not be conditioned or contingent upon the pursuit by the Lenders or any other person at any time of any right or remedy against the Borrowers or against any other person which may be or become liable in respect of all or any part of the Loan Document Obligations or against any Collateral or Guarantee therefor or right of offset with respect thereto. The Borrowers hereby acknowledge that this Agreement is the independent and several obligation of each Borrower (regardless of which Borrower shall have delivered a request for borrowings under Section 2.03) and may be enforced against each Borrower separately, whether or not enforcement of any right or remedy hereunder has been sought against any other Borrower. Each Borrower hereby expressly waives, with respect to any of the Loans made to any other Borrower hereunder and any of the amounts owing hereunder by such other Loan Parties in respect of such Loans, diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent, the Collateral Agent or any Lender exhaust any right, power or remedy or proceed against such other Loan Parties under this Agreement or any other agreement or instrument referred to herein or against any other person under any other guarantee of, or security for, any of such amounts owing hereunder.

Obligations Joint and Several. Notwithstanding anything herein or in any Loan Document to the contrary, prior to the consummation of the Merger, the Borrowers shall be severally but not jointly liable for their respective portions of any and all Loan Document Guaranteed Obligations. Immediately after the consummation of the Mergerseach Merger, the Borrowers shall have joint and several liability in respect of all Loan Document Guaranteed Obligations, without regard to any defense (other than the defense that payment in full has been made), setoff or counterclaim which may at any time be available to or be asserted by any other Loan Party against the Lenders, or by any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers’ liability hereunder, in bankruptcy or in any other instance, and the Loan Document Guaranteed Obligations of the Borrowers hereunder shall not be conditioned or contingent upon the pursuit by the Lenders or any other person at any time of any right or remedy against the Borrowers or against any other person which may be or become liable in respect of all or any part of the Loan Document Guaranteed Obligations or against any Collateral or Guarantee therefor or right of offset with respect thereto. The Borrowers hereby acknowledge that this Agreement is the independent and several obligation of each Borrower (regardless of which Borrower shall have delivered a request for borrowings under Section 2.03) and may be enforced against each Borrower separately, whether or not enforcement of any right or remedy hereunder has been sought against any other Borrower. Each Borrower hereby expressly waives, with respect to any of the Loans made to any other Borrower hereunder and any of the amounts owing hereunder by such other Loan Parties in respect of such Loans, diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent, the Collateral Agent or any Lender exhaust any right, power or remedy or proceed against such other Loan Parties under this Agreement or any other agreement or instrument referred to herein or against any other person under any other guarantee of, or security for, any of such amounts owing hereunder.

Obligations Joint and Several. Notwithstanding anything herein or in any Loan Document to the contrary, prior to the consummation of the Merger, the Borrowers shall be severally but not jointly liable for their respective portions of any and all Loan Document Obligations. Immediately after the consummation of the Mergers, the The Borrowers shall have joint and several liability in respect of all Loan Obligations hereunder and under any other Credit Document Obligationsto which any Borrower is a party, without regard to any defense (other than the defense that payment in full has been madeof payment), setoff or counterclaim which may at any time be available to or be asserted by any other Loan Credit Party against the Lenders, or by any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers’ liability hereunder, in bankruptcy or in any other instance, and the Loan Document such Obligations of the Borrowers hereunder shall not be conditioned or contingent upon the pursuit by the Lenders or any other person at any time of any right or remedy against the Borrowers or against any other person which may be or become liable in respect of all or any part of the Loan Document Obligations or against any Collateral or Guarantee therefor or right of offset with respect thereto. The Borrowers hereby acknowledge that this Agreement is the independent and several obligation of each Borrower (regardless of which Borrower shall have delivered a request for borrowings under Section 2.03Notice of Borrowing) and may be enforced against each Borrower separately, whether or not enforcement of any right or remedy hereunder has been sought against any other Borrower. Each Borrower hereby expressly waives, with respect to any of the Loans made to any other Borrower hereunder and any of the amounts owing hereunder by such other Loan Credit Parties in respect of such Loans, diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent, the Collateral Agent or any Lender exhaust any right, power or remedy or proceed against such other Loan Credit Parties under this Agreement or any other agreement or instrument referred to herein or against any other person under any other guarantee of, or security for, any of such amounts owing hereunder. Further, the provisions of the Guarantee set forth in Sections 2, 4 and 5 thereof are hereby incorporated by reference and shall be deemed to apply to the Obligations of the Borrowers mutatis mutandis as if set forth herein.

Obligations Joint and Several. Notwithstanding anything herein or in any Loan Document to the contrary, prior to the consummation of the MergerMergers, the Borrowers Borrower shall be severally but not jointly liable for their respective portions of any and all Loan Document Obligations, as provided in Section 2.02(d). Immediately after the consummation of the Mergers, the Borrowers shall have joint and several liability in respect of all Loan Document Obligations, without regard to any defense (other than the defense that payment in full has been made), setoff or counterclaim which may at any time be available to or be asserted by any other Loan Party against the Lenders, or by any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers’ liability hereunder, in bankruptcy or in any other instance, and the Loan Document Obligations of the Borrowers hereunder shall not be conditioned or contingent upon the pursuit by the Lenders or any other person at any time of any right or remedy against the Borrowers or against any other person which may be or become liable in respect of all or any part of the Loan Document Obligations or against any Collateral or Guarantee therefor or right of offset with respect thereto. The Borrowers hereby acknowledge that this Agreement is the independent and several obligation of each Borrower (regardless of which Borrower shall have delivered a request requests for borrowings under Section 2.03) and may be enforced against each Borrower separately, whether or not enforcement of any right or remedy hereunder has been sought against any other Borrower. Each Borrower hereby expressly waives, with respect to any of the Loans made to any other Borrower hereunder and any of the amounts owing hereunder by such other Loan Parties in respect of such Loans, diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent, the Collateral Agent or any Lender exhaust any right, power or remedy or proceed against such other Loan Parties under this Agreement or any other agreement or instrument referred to herein or against any other person under any other guarantee of, or security for, any of such amounts owing hereunder.

Obligations Joint and Several. Notwithstanding anything Anything herein or in any Loan Document to the contrarycontrary notwithstanding, prior to each Borrower hereby agrees and acknowledges that the consummation of the Merger, the Borrowers shall be severally but not jointly liable for their respective portions of any and all Loan Document Obligations. Immediately after the consummation of the Mergers, the Borrowers shall have joint and several liability in respect of all Loan Document Obligations, without regard to any defense (other than the defense that payment in full has been made), setoff or counterclaim which may at any time be available to or be asserted by any other Loan Party against the Lenders, or by any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers’ liability hereunder, in bankruptcy or in any other instance, and the Loan Document Obligations of the Borrowers hereunder shall not be conditioned or contingent upon the pursuit by the Lenders or any other person at any time of any right or remedy against the Borrowers or against any other person which may be or become liable in respect of all or any part of the Loan Document Obligations or against any Collateral or Guarantee therefor or right of offset with respect thereto. The Borrowers hereby acknowledge that this Agreement is the independent and several obligation of each Borrower (for payment of the Obligations shall be joint and several with the obligations of the other Borrower hereunder regardless of which Borrower actually receives the proceeds or benefits of any borrowing hereunder. Each Borrower hereby agrees and acknowledges that it will receive substantial benefits from the Loans made available under this Agreement. Each Borrower agrees that its joint and several obligation to pay all Obligations hereunder is irrevocable, absolute, independent and unconditional and shall have delivered not be affected by any circumstance which constitutes a request for borrowings under Section 2.03) legal or equitable discharge of a guarantor or surety other than the indefeasible payment in full of the Obligations, and may be enforced against the liability of each Borrower separatelywith respect to the Obligations shall not be affected, whether reduced or not enforcement impaired by (i) consideration of the amount of proceeds of the Loans received by any Borrower relative to the aggregate amount of the Loans, (ii) the dissolution or termination of or any increase, decrease or change in personnel of, any Borrower, (iii) the insolvency or business failure of, or any assignment for the benefit of creditors by, or the commencement of any right bankruptcy, reorganization, arrangement, moratorium or remedy hereunder has been sought other debtor relief proceedings by or against the other Borrower or (iv) the appointment of a receiver for, or the attachment, restraint of or making or levying of any order of court or legal process affecting, the property of the other Borrower. Each Borrower agrees that a separate action or actions may be brought and prosecuted against such Borrower whether or not action is brought against the other Borrower and whether or not the other Borrower is joined in any such action or actions. Either Borrower’s payment of a portion, but not all, of the Obligations shall in no way limit, affect, modify or abridge such Borrower’s liability for that portion of the Obligations which is not paid. Each Borrower hereby expressly waiveswaives any right to require the Administrative Agent or any Lender, as a condition of payment or performance of the Obligations by such Borrower, to proceed against the other Borrower or any other Person, to exhaust any security held from any Borrower, or pursue any other remedy in the power of the Administrative Agent or any Lender. Each Borrower hereby waives any defense arising by reason of incapacity, lack of authority or any disability or other defense that may be available to the other Borrower and any defenses or benefits that may be derived or afforded by law which would limit the liability of or exonerate any guarantor or surety with respect to any the Obligations, or which may conflict with the terms and provisions of this Agreement, other than the indefeasible payment in full of the Loans made to any Obligations. Any indebtedness of a Borrower now or hereafter held by the other Borrower hereunder is hereby subordinated in right of payment to the Obligations, and any such indebtedness of a Borrower to the amounts owing hereunder other Borrower collected or received by such other Loan Parties Borrower after an Event of Default has occurred and is continuing shall be held in respect trust for the Administrative Agent on behalf of the Lenders and shall forthwith be paid over to the Administrative Agent for the benefit of the Lenders to be credited and applied against the Obligations but without affecting, impairing or limiting in any manner the liability of such Loans, diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent, the Collateral Agent or any Lender exhaust any right, power or remedy or proceed against such other Loan Parties under this Agreement or any other agreement or instrument referred to herein or against any other person Borrower under any other guarantee of, or security for, any provision of such amounts owing hereunderthis Agreement.

Obligations Joint and Several. Notwithstanding anything herein or in any Loan Document to Each Borrower hereby agrees that it is jointly and severally liable for the contrary, prior to the consummation Obligations hereunder and under each of the Merger, the Borrowers shall be severally but not jointly liable for their respective portions of any and all Loan Document Obligationsother Transaction Documents. Immediately after the consummation of the Mergers, the Borrowers shall have Each Borrower accepts joint and several liability for all Obligations hereunder in respect of all Loan Document Obligations, without regard to any defense (other than the defense that payment in full has been made), setoff or counterclaim which may at any time be available to or be asserted by any other Loan Party against the Lenders, or by any other circumstance whatsoever (with or without notice to or knowledge consideration of the Borrowers) which constitutes, or might financial accommodation to be construed to constitute, an equitable or legal discharge of the Borrowers’ liability hereunder, in bankruptcy or in any other instance, and the Loan Document Obligations of the Borrowers hereunder shall not be conditioned or contingent upon the pursuit provided by the Lenders or any other person at any time of any right or remedy against to the Borrowers or against any under this Agreement, and in turn, each Borrower to the other person which may be or become liable Borrowers, for the mutual benefit, directly and indirectly, of each other Borrower and in respect of all or any part consideration of the Loan Document Obligations or against any Collateral or Guarantee therefor or right of offset with respect thereto. The undertakings by the other Borrowers hereby acknowledge that this Agreement is the independent to accept joint and several obligation of each Borrower (regardless of which Borrower shall have delivered a request liability for borrowings under Section 2.03) and may be enforced against each Borrower separately, whether or not enforcement of any right or remedy hereunder has been sought against any other Borrowerthe Obligations. Each Borrower hereby expressly waivesirrevocably 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, it being the intention of the parties hereto that all the Obligations shall be the joint and several obligations of the Borrowers without preferences or distinction among them. If and to the extent that any Borrower shall fail to make any payment with respect to any of the Loans made Obligations as and when due or to any other Borrower hereunder and perform any of the amounts owing hereunder by 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 Obligations. The obligations of each Borrower under the provisions of this Section 11.26 constitute full recourse obligations of such Borrower, enforceable against it to the full extent of its properties and assets, irrespective of the validity, regularity or enforceability of this Agreement or any other Transaction Document against another Borrower or any other circumstances whatsoever that under applicable law might constitute a defense to the joint and several Obligations of such other Loan Parties in respect Borrowers. Except as otherwise expressly provided herein, each Borrower hereby waives notice of such Loansacceptance of its joint and several liability, diligence, presentment, demand notice of payment, protest any and all notices whatsoeverObligations incurred hereunder or under any other Transaction Document, and notice of the occurrence of any requirement that Default or Event of Default, or of any demand for any payment hereunder or any other Transaction Document, notice of any action at any time taken or omitted by the Administrative Agent, the Collateral Agent or any Lender exhaust under or in respect of any rightof the Obligations, power any requirement of diligence and, generally, all demands, notices and other formalities of every kind in connection with the Obligations, this Agreement or remedy any other Transaction Document. Each Borrower hereby assents to, and waives notice of, any extension or proceed against such postponement of the time for the payment of any of the Obligations, the acceptance of any partial payment thereon, any waiver, consent or other Loan Parties action or acquiescence by the Agent or any Lender at any time or times in respect of any default by any Borrower or the Guarantor in the performance or satisfaction of any term, covenant, condition or provision hereunder or under this Agreement or any other agreement Transaction Document, any and all other indulgences whatsoever by the Agent or instrument referred any Lender in respect of any of the Obligations, and the taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any of the Obligations or the addition, substitution or release, in whole or in part, of any Borrower or the Guarantor. Without limiting the generality of the foregoing, each Borrower assents to herein any other action or delay in acting or failure to act on the part of the Agent or any Lender, including, without limitation, any failure strictly or diligently to assert any right or to pursue any remedy or to comply fully with applicable laws or regulations thereunder which might, but for the provisions of this Section 11.26, afford grounds for terminating, discharging or relieving such Borrower, in whole or in part, from any of its obligations under this Section 11.26, it being the intention of each Borrower that, so long as any of the Obligations remain unsatisfied, the obligations of such Borrower shall not be discharged. The Obligations of each Borrower shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to the Guarantor or any other Borrower or any Lender. The joint and several liability of the Borrowers hereunder shall continue in full force and effect notwithstanding any absorption, merger, amalgamation or any other change whatsoever in the name, membership, constitution or place of formation of any Borrower, the Guarantor or any Lender. The provisions of this Section 11.26 are made for the benefit of the Agent and each Lender and their successors and assigns, and may be enforced by such party from time to time against any other person under of the Borrowers or the Guarantor as often as occasion therefor may arise and without requirement on the part of the Agent or any Lender first to marshal any of its claims or to exercise any of its rights against one or more Borrowers or the Guarantor or to exhaust any remedies available to it against one or more Borrowers or the Guarantor or to resort to any other guarantee ofsource or means of obtaining payment of any of the Obligations or to elect any other remedy. The provisions of this Section 11.26 shall remain in effect until all the Obligations shall have been paid in full and otherwise fully satisfied. If at any time, any payment, or security forany part thereof, made in respect of any of the Obligations, is rescinded or must otherwise be restored or returned by the Agent or any Lender upon the insolvency, bankruptcy or reorganization of any of the Borrowers or the Guarantor, or otherwise, the provisions of this Section 11.26 will forthwith be reinstated in effect, as though such amounts owing hereunderpayment had not been made.

Obligations Joint and Several. Notwithstanding anything herein or in any Loan Document to the contrary, prior to the consummation of the Merger, the Borrowers shall be severally but not jointly liable for their respective portions of any and all Loan Document Obligations. Immediately after the consummation of the Mergers, the The Borrowers shall have joint and several liability in respect of all Loan Obligations hereunder and under any other Credit Document Obligationsto which any Borrower is a party, without regard to any defense (other than the defense that payment in full has been madeof payment), setoff or counterclaim which may at any time be available to or be asserted by any other Loan Credit Party against the Lenders, or by any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers’ liability hereunder, in bankruptcy or in any other instance, and the Loan Document such Obligations of the Borrowers hereunder shall not be conditioned or contingent upon the pursuit by the Lenders or any other person at any time of any right or remedy against the Borrowers or against any other person which may be or become liable in respect of all or any part of the Loan Document Obligations or against any Collateral or Guarantee therefor or right of offset with respect thereto. The Borrowers hereby acknowledge that this Agreement is the independent and several obligation of each Borrower (regardless of which Borrower shall have delivered a request for borrowings under Section 2.03Notice of Borrowing) and may be enforced against each Borrower separately, whether or not enforcement of any right or remedy hereunder has been sought against any other Borrower. Each Borrower hereby expressly waives, with respect to any of the Loans made to any other Borrower hereunder and any of the amounts owing hereunder by such other Loan Credit Parties in respect of such Loans, diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent, the Collateral Agent or any Lender exhaust any right, power or remedy or proceed against such other Loan Credit Parties under this Agreement or any other agreement or instrument referred to herein or against any other person under any other guarantee of, or security for, any of such amounts owing hereunder.. Further, the provisions of the Guarantee are hereby incorporated by reference and shall be deemed to apply to the Obligations of the Borrowers mutatis mutandis as if set forth herein. 135

Obligations Joint and Several. Notwithstanding anything Anything herein or in any Loan Document to the contrarycontrary notwithstanding, prior to each Borrower hereby agrees and acknowledges that the consummation obligation of each Borrower for payment of the Merger, the Borrowers Obligations shall be severally but not jointly liable for their respective portions of any and all Loan Document Obligations. Immediately after the consummation of the Mergers, the Borrowers shall have joint and several liability in respect with the obligations of each other Borrower hereunder regardless of which Borrower actually receives the proceeds of any Borrowing. Without limiting the generality of the foregoing, each Borrower agrees and acknowledges that it is jointly and severally liable for all Loan Document ObligationsObligations of each Borrower under the Revolving Credit Commitments even though such Borrower itself may not borrow for its own account thereunder. Each Borrower agrees that its joint and several obligation to pay all Obligations hereunder is irrevocable, without regard to absolute, independent and unconditional and shall not be affected by any defense (circumstance which constitutes a legal or equitable discharge of a guarantor or surety other than the defense that indefeasible payment in full has been made), setoff or counterclaim which may at any time be available to or be asserted by any other Loan Party against the Lenders, or by any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers’ liability hereunder, in bankruptcy or in any other instanceObligations, and the Loan Document liability of each Borrower with respect to the Obligations of the Borrowers hereunder shall not be conditioned affected, reduced or contingent upon impaired by (i) consideration of the pursuit amount of proceeds of the Loans received by any Borrower relative to the Lenders aggregate amount of the Loans, (ii) consideration of the face amount of Letters of Credit issued for the account of any Borrower relative to the aggregate face amount of all Letters of Credit issued hereunder, (iii) the dissolution or termination of or any increase, decrease or change in personnel of, any other person at Borrower, (iv) the insolvency or business failure of, or any time assignment for the benefit of creditors by, or the commencement of any right bankruptcy, reorganization, arrangement, moratorium or remedy against the Borrowers other debtor relief proceedings by or against any other person which may be Borrower or become liable in respect (v) the appointment of all a receiver for, or any part the attachment, restraint of the Loan Document Obligations or against any Collateral making or Guarantee therefor or right of offset with respect thereto. The Borrowers hereby acknowledge that this Agreement is the independent and several obligation of each Borrower (regardless of which Borrower shall have delivered a request for borrowings under Section 2.03) and may be enforced against each Borrower separately, whether or not enforcement levying of any right order of court or remedy hereunder has been sought against legal process affecting, the property of any other Borrower. Each Borrower agrees that a separate action or actions may be brought and prosecuted against such Borrower whether or not action is brought against any other Borrower and whether or not any other Borrower is joined in any such action or actions. Any Borrower's payment of a portion, but not all, of the Obligations shall in no way limit, affect, modify or abridge such Borrower's liability for that portion of the Obligations which is not paid. Each Borrower hereby expressly waiveswaives any right to require the Agent or any Lender, as a condition of payment or performance of the Obligations by such Borrower, to proceed against any other Borrower or any other Person, to exhaust any security held from any Borrower, or pursue any other remedy in the power of the Agent or any Lender. Each Borrower hereby waives any defense arising by reason of incapacity, lack of authority or any disability or other defense or benefits that may be derived or afforded by law which would limit the liability of or exonerate any guarantor or surety with respect to the Obligations, or which may conflict with the terms and provisions of this Agreement. Any indebtedness of a Borrower now or hereafter held by any other Borrower is hereby subordinated in right of payment to the Loans made Obligations, and any such indebtedness of a Borrower to any other Borrower hereunder and any of the amounts owing hereunder collected or received by such other Loan Parties Borrower after an Event of Default has occurred and is continuing shall be held in respect trust for the Agent on behalf of the Lenders and shall forthwith be paid over to the Agent for the benefit of the Lenders to be credited and applied against the Obligations but without affecting, impairing or limiting in any manner the liability of such Loans, diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent, the Collateral Agent or any Lender exhaust any right, power or remedy or proceed against such other Loan Parties under this Agreement or any other agreement or instrument referred to herein or against any other person Borrower under any other guarantee of, or security for, any provision of such amounts owing hereunderthis Agreement.

Obligations Joint and Several. Notwithstanding anything herein or The Borrowers represent and warrant that the Borrowers are Affiliates of each other and are engaged in any complementary lines of business, that each Loan Document made hereunder will benefit each of the Borrowers and that such benefit will be reasonably equivalent to the contrary, prior to the consummation liability of each of the MergerBorrowers in respect of such Loan. Accordingly, the Borrowers request and agree that the Borrowers shall be jointly and severally but not jointly liable for their respective portions the payment and performance of all Loans and other Obligations, and that all representations, warranties and covenants made by the Borrowers hereunder or under any and all other Loan Document Obligationsshall be made by the Borrowers jointly and severally. Immediately after the consummation of the MergersWhile such liability shall be joint and several, the Borrowers hereby agree among themselves that each of the Borrowers shall have joint be liable as among themselves and several liability the other Loan Parties only for its Proportionate Share of the Obligations. If at any time any of the Borrowers (the "Indemnified Borrower") makes any payment in respect of all Loan Document Obligations, without regard to any defense the Obligations (other than the defense that payment in full has been madean "Indemnified Outlay"), setoff or counterclaim which may at any time be available to or be asserted by any other Loan Party against the Lenders, or by any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers’ liability hereunder, in bankruptcy or in any other instance, and the Loan Document Obligations of the Borrowers hereunder shall not be conditioned or contingent upon the pursuit by the Lenders or any other person at any time of any right or remedy against the Borrowers or against any other person which may be or become liable in respect of all or any part of the Loan Document Obligations or against any Collateral or Guarantee therefor or right of offset with respect thereto. The Borrowers hereby acknowledge that this Agreement is the independent and several obligation of each Borrower (regardless of which Indemnified Borrower shall have delivered a request the right to make demand on any or all of the other Borrowers (each an "Indemnifying Borrower") for borrowings under Section 2.03the payment to the Indemnified Borrower of the amount (the "Excess Amount") by which the Indemnified Outlay exceeds the Indemnified Borrower's Proportionate Share of the Indemnified Outlay and may be enforced against each Borrower separately, whether or not enforcement of any right or remedy hereunder thereupon the Indemnifying Borrowers upon which demand has been sought against any other Borrowerso made shall pay to the Indemnified Borrower the Excess Amount; provided that no Indemnifying Borrower shall be liable to pay to the Indemnified Borrower more than its Proportionate Share of the Excess Amount. Each Borrower hereby expressly waivesThe term "Proportionate Share," as used above, shall mean, with respect to any Indemnifying Borrower, the percentage derived by dividing (1) the amount of the Loans made directly benefiting such Indemnifying Borrower, together with all accrued interest thereon and all other amounts owing under the Loan Documents in connection therewith plus the net worth of such Indemnifying Borrower by (2) the amount of all of the Obligations plus the combined net worth of the Borrowers, all as of a particular time. Each Borrower hereby subordinates the payment of any such Excess Amount, whenever arising, to the indefeasible payment in full of the Obligations to the Lenders and the termination of the Maximum Commitments of the Lenders hereunder. None of the Borrowers shall exercise any right of subrogation, contribution or similar right with respect to any other Borrower hereunder and payments of any such Excess Amount until all of the Obligations are indefeasibly paid in full to the Lenders and the Maximum Commitments of the Lenders hereunder are terminated. If any amounts owing hereunder are paid in violation of the foregoing, then such amounts shall be held by such other Loan Parties Borrower in respect trust for the benefit of such Loans, diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent, the Collateral Agent or any Lender exhaust any right, power or remedy or proceed against such other Loan Parties under this Agreement or any other agreement or instrument referred to herein or against any other person under any other guarantee of, or security for, any of such amounts owing hereunderLenders.

Obligations Joint and Several. Notwithstanding anything herein or in any Loan Document to the contrary, prior to the consummation of the Merger, the Borrowers shall be severally but not jointly liable for their respective portions of any and all Loan Document Obligations. Immediately after the consummation of the Mergers, the The Borrowers shall have joint and several liability in respect of all Loan Document Obligations, Secured Obligations hereunder without regard to any defense (other than the defense that payment in full has been madeof payment), setoff or counterclaim which may at any time be available to or be asserted by any other Loan Party against the Lenders, or by any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers’ liability hereunder, in bankruptcy or in any other instance, and the Loan Document such Secured Obligations of the Borrowers hereunder shall not be conditioned or contingent upon the pursuit by the Lenders or any other person at any time of any right or remedy against the Borrowers or against any other person which may be or become liable in respect of all or any part of the Loan Document Secured Obligations or against any Collateral or Guarantee therefor or right of offset with respect thereto. The Borrowers hereby acknowledge that this Agreement is the independent and several obligation of each Borrower (regardless of which Borrower shall have delivered a request for borrowings under Section 2.03Borrowing Request) and may be enforced against each Borrower separately, whether or not enforcement of any right or remedy hereunder has been sought against any other Borrower. Each Borrower hereby expressly waives, with respect to any of the Loans made to any other Borrower hereunder and any of the amounts owing hereunder by such other Loan Parties in respect of such Loans, diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent, the Collateral Agent or any Lender exhaust any right, power or remedy or proceed against such other Loan Parties under this Agreement or any other agreement or instrument referred to herein or against any other person under any other guarantee of, or security for, any of such amounts owing hereunder.. 221

Obligations Joint and Several. Notwithstanding anything Anything herein or in any Loan Document to the contrarycontrary notwithstanding, prior to each Borrower hereby agrees and acknowledges that the consummation obligation of each Borrower for payment of the Merger, the Borrowers Obligations shall be severally but not jointly liable for their respective portions of any and all Loan Document Obligations. Immediately after the consummation of the Mergers, the Borrowers shall have joint and several liability in respect with the obligations of each other Borrower hereunder. Each Borrower agrees that its joint and several obligation to pay all Loan Document ObligationsObligations hereunder is irrevocable, without regard to absolute, independent and unconditional and shall not be affected by any defense (circumstance which constitutes a legal or equitable discharge of a guarantor or surety other than the defense that indefeasible payment in full has been made), setoff or counterclaim which may at any time be available to or be asserted by any other Loan Party against the Lenders, or by any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers’ liability hereunder, in bankruptcy or in any other instanceObligations, and the Loan Document liability of each Borrower with respect to the Obligations of the Borrowers hereunder shall not be conditioned affected, reduced or contingent upon impaired by (i) consideration of the pursuit amount of proceeds of the Loans received by any Borrower relative to the Lenders aggregate amount of the Loans, (ii) consideration of the face amount of Letters of Credit issued for the account of any Borrower relative to the aggregate face amount of all Letters of Credit issued hereunder, (iii) the dissolution or termination of or any increase, decrease or change in personnel of, any other person at Borrower, (iv) the insolvency or business failure of, or any time assignment for the benefit of creditors by, or the commencement of any right bankruptcy, reorganization, arrangement, moratorium or remedy against the Borrowers other debtor relief proceedings by or against any other person which may be Borrower or become liable in respect (v) the appointment of all a receiver for, or any part the attachment, restraint of the Loan Document Obligations or against any Collateral making or Guarantee therefor or right of offset with respect thereto. The Borrowers hereby acknowledge that this Agreement is the independent and several obligation of each Borrower (regardless of which Borrower shall have delivered a request for borrowings under Section 2.03) and may be enforced against each Borrower separately, whether or not enforcement levying of any right order of court or remedy hereunder has been sought against legal process affecting, the property of any other Borrower. Each Borrower hereby expressly waivesagrees that a separate action or actions may be brought and prosecuted against such Borrower whether or not action is brought against any other Borrower and whether or not any other Borrower is joined in any such action or actions. Any Borrower's payment of a portion, with respect to any but not all, of the Loans made Obligations shall in no way limit, affect, modify or abridge such Borrower's liability for that portion of the Obligations which is not paid. Each Borrower hereby waives any right to require the Administrative Agent or any Lender, as a condition of payment or performance of the Obligations by such Borrower, to proceed against any other Borrower or any other Person, to exhaust any security held from any Borrower, or pursue any other remedy in the power of the Administrative Agent or any Lender. Each Borrower hereby waives any defense arising by reason of incapacity, lack of authority or any disability or other defense that may be available to any other Borrower hereunder and any defenses or benefits that may be derived or afforded by law which would limit the liability of or exonerate any guarantor or surety with respect to the amounts owing hereunder by such other Loan Parties in respect of such Loans, diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent, the Collateral Agent or any Lender exhaust any right, power or remedy or proceed against such other Loan Parties under this Agreement or any other agreement or instrument referred to herein or against any other person under any other guarantee ofObligations, or security for, any which may conflict with the terms and provisions of such amounts owing hereunderthis Agreement.

Obligations Joint and Several. Notwithstanding anything herein or The Borrowers represent and warrant that the Borrowers are Affiliates of each other and are engaged in any complementary lines of business, that each Loan Document made hereunder will benefit each of the Borrowers and that such benefit will be reasonably equivalent to the contrary, prior to the consummation liability of each of the MergerBorrowers in respect of such Loan. Accordingly, the Borrowers request and agree that the Borrowers shall be jointly and severally but not jointly liable for their respective portions the payment and performance of all Loans and other Obligations, and that all representations, warranties and covenants made by the Borrowers hereunder or under any and all other Loan Document Obligationsshall be made by the Borrowers jointly and severally. Immediately after the consummation of the MergersWhile such liability shall be joint and several, the Borrowers hereby agree among themselves that each of the Borrowers shall have joint be liable as among themselves and several liability the other Loan Parties only for its Proportionate Share of the Obligations. If at any time any of the Borrowers (the "Indemnified Borrower") makes any payment in respect of all Loan Document Obligations, without regard to any defense the Obligations (other than the defense that payment in full has been madean "Indemnified Outlay"), setoff or counterclaim which may at any time be available to or be asserted by any other Loan Party against the Lenders, or by any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers’ liability hereunder, in bankruptcy or in any other instance, and the Loan Document Obligations of the Borrowers hereunder shall not be conditioned or contingent upon the pursuit by the Lenders or any other person at any time of any right or remedy against the Borrowers or against any other person which may be or become liable in respect of all or any part of the Loan Document Obligations or against any Collateral or Guarantee therefor or right of offset with respect thereto. The Borrowers hereby acknowledge that this Agreement is the independent and several obligation of each Borrower (regardless of which Indemnifying Borrower shall have delivered a request the right to make demand on any or all of the other Borrowers (each an "Indemnifying Borrower") for borrowings under Section 2.03the payment to the Indemnified Borrower of the amount (the "Excess Amount") by which the Indemnified Outlay exceeds the Indemnified Borrower's Proportionate Share of the Indemnified Outlay and may be enforced against each Borrower separately, whether or not enforcement of any right or remedy hereunder thereupon the Indemnifying Borrowers upon which demand has been sought against any other Borrowerso made shall pay to the Indemnified Borrower the Excess Amount; provided that no Indemnifying Borrower shall be liable to pay to the Indemnified Borrower more than its Proportionate Share of the Excess Amount. Each Borrower hereby expressly waivesThe term "Proportionate Share," as used above, shall mean, with respect to any Indemnifying Borrower, the percentage derived by dividing (1) the amount of the Loans made directly benefiting such Indemnifying Borrower, together with all accrued interest thereon and all other amounts owing under the Loan Documents in connection therewith plus the net worth of such Indemnifying Borrower by (2) the amount of all of the Obligations plus the combined net worth of the Borrowers, all as of a particular time. Each Borrower hereby subordinates the payment of any such Excess Amount, whenever arising, to the indefeasible payment in full of the Obligations to the Lenders. None of the Borrowers shall exercise any right of subrogation, contribution or similar right with respect to any other Borrower hereunder and payments of any such Excess Amount until all of the Obligations are indefeasibly paid in full to the Lenders. If any amounts owing hereunder are paid in violation of the foregoing, then such amounts shall be held by such other Loan Parties Borrower in respect trust for the benefit of such Loans, diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent, the Collateral Agent or any Lender exhaust any right, power or remedy or proceed against such other Loan Parties under this Agreement or any other agreement or instrument referred to herein or against any other person under any other guarantee of, or security for, any of such amounts owing hereunderLenders.

Obligations Joint and Several. Notwithstanding anything herein or in any Loan Document to the contraryEach Co-Borrower hereby acknowledges and undertakes, prior to the consummation of the Mergertogether with each other Co-Borrower, the Borrowers shall be severally but not jointly liable for their respective portions of any and all Loan Document Obligations. Immediately after the consummation of the Mergers, the Borrowers shall have joint and several liability in respect for the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Loan Document Obligations, without regard to any defense (other than the defense that payment in full has been made), setoff or counterclaim which may at any time be available to or be asserted by any other Loan Party against the Lenders, or by any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers’ liability hereunder, in bankruptcy or in any other instance, and the Loan Document Obligations of the Co-Borrowers hereunder shall not be conditioned or contingent upon under this Agreement and the pursuit by the Lenders or any other person at any time Loan Documents. Each Co-Borrower expressly acknowledges that it has benefited and will benefit, directly and indirectly, from each extension of any right or remedy against the Borrowers or against any other person which may be or become liable in respect of all or any part of the Loan Document Obligations or against any Collateral or Guarantee therefor or right of offset with respect theretocredit hereunder. The Borrowers Each Co-Borrower hereby acknowledge acknowledges that this Agreement is the independent and several obligation of each Co-Borrower (regardless of which Borrower shall have delivered a request for borrowings under Section 2.03) and may be enforced against each Co-Borrower separately, whether or not enforcement of any right or remedy hereunder has been sought against any other Co-Borrower. Each Co-Borrower hereby expressly waives, with respect to any of the Loans made to further agrees that its liability hereunder and under any other Loan Document shall be absolute, unconditional, continuing and irrevocable. Each Co-Borrower hereunder and any of the amounts owing hereunder by such other Loan Parties in respect of such Loans, diligence, presentment, demand of payment, protest and all notices whatsoever, and expressly waives any requirement that the any Lender, Administrative Agent, the Collateral Agent or any Issuing Lender exhaust any right, power or remedy or and proceed against such any other Loan Parties Co-Borrower under this Agreement or any other agreement or instrument referred to herein Loan Documents, or against any Subsidiary Guarantor or other person under any other guarantee guaranty of, or security for, any of the Obligations. Each Co-Borrower hereby waives all defenses and limitations arising under or relating to principals of suretyship or guarantee and all other defenses and limitations in respect of its joint and several liability for the Obligations. If acceleration of the time for payment of any amount payable by a Co-Borrower with respect to the Obligations is stayed upon the insolvency, bankruptcy, or reorganization of any other Co-Borrower, all such amounts owing hereunderotherwise subject to acceleration under the terms of this Agreement shall nonetheless be payable by the other Co-Borrower hereunder forthwith on demand.

Obligations Joint and Several. Notwithstanding anything herein or in any Loan Document to the contrary, prior to the consummation of the Merger, the Borrowers shall be severally but not jointly liable for their respective portions of any and all Loan Document Obligations. Immediately after the consummation of the Mergerseach Merger, the Borrowers shall have joint and several liability in respect of all Loan Document Obligations, without regard to any defense (other than the defense that payment in full has been made), setoff or counterclaim which may at any time be available to or be asserted by any other Loan Party against the Lenders, or by any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers’ liability hereunder, in bankruptcy or in any other instance, and the Loan Document Obligations of the Borrowers hereunder shall not be conditioned or contingent upon the pursuit by the Lenders or any other person at any time of any right or remedy against the Borrowers or against any other person which may be or become liable in respect of all or any part of the Loan Document Obligations or against any Collateral or Guarantee therefor or right of offset with respect thereto. The Borrowers hereby acknowledge that this Agreement is the independent and several obligation of each Borrower (regardless of which Borrower shall have delivered a request for borrowings under Section 2.03) and may be enforced against each Borrower separately, whether or not enforcement of any right or remedy hereunder has been sought against any other Borrower. Each Borrower hereby expressly waives, with respect to any of the Loans made to any other Borrower hereunder and any of the amounts owing hereunder by such other Loan Parties in respect of such Loans, diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative AgentAgents, the Collateral Agent or any Lender exhaust any right, power or remedy or proceed against such other Loan Parties under this Agreement or any other agreement or instrument referred to herein or against any other person under any other guarantee of, or security for, any of such amounts owing hereunder.

Obligations Joint and Several. Notwithstanding anything herein (a) Each Borrower hereby designates and appoints the Lead Borrower as its agent, attorney-in-fact and legal representative on its behalf for all purposes, including issuing Committed Loan Notices and Swing Line Loan Notices; delivering Compliance Certificates; giving instructions with respect to the disbursement of the proceeds of the Loans; paying, prepaying and reducing loans, commitments, or any other amounts owing under the Loan Documents; selecting interest rate options; giving, receiving, accepting and rejecting all other notices, consents or other communications hereunder or under any of the other Loan Documents; and taking all other actions (including in respect of compliance with covenants) on behalf of any Borrower or the Borrowers under the Loan Documents. The Lead Borrower hereby accepts such appointment. The Administrative Agent and each Lender may regard any notice or other communication pursuant to any Loan Document from the Lead Borrower on behalf of one or more Borrowers as a notice or communication from such Borrower. Each warranty, covenant, agreement and undertaking made on behalf of the Co-Borrower by the Lead Borrower shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the contrarysame extent as if the same had been made directly by such Borrower. Any action, prior to the consummation notice, delivery, receipt, acceptance, approval, rejection or any other undertaking under any of the Merger, Loan Documents to be made by the Borrowers shall be severally but not jointly liable for their respective portions of any and all Loan Document Obligations. Immediately after the consummation of the Mergers, the Borrowers shall have joint and several liability Lead Borrower in respect of all Loan Document Obligations, without regard to any defense (other than the defense that payment in full has been made), setoff or counterclaim which may at any time be available to or be asserted by any other Loan Party against the Lenders, or by any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers’ liability hereunder, in bankruptcy or in any other instance, and the Loan Document Obligations of the Borrowers hereunder Co-Borrower shall not be conditioned or contingent upon deemed, where applicable, to be made in the pursuit by the Lenders or any other person at any time of any right or remedy against the Borrowers or against any other person which may be or become liable in respect of all or any part of the Loan Document Obligations or against any Collateral or Guarantee therefor or right of offset with respect thereto. The Borrowers hereby acknowledge that this Agreement is the independent Lead Borrower’s capacity as representative and several obligation agent on behalf of each Borrower (regardless of which Borrower shall have delivered a request for borrowings under Section 2.03) and may be enforced against each Borrower separately, whether or not enforcement of any right or remedy hereunder has been sought against any other Borrower. Each Borrower hereby expressly waives, with respect to any of the Loans made to any other Borrower hereunder and any of the amounts owing hereunder by such other Loan Parties in respect of such Loans, diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agentsuch action, the Collateral Agent notice, delivery, receipt, acceptance, approval, rejection or any Lender exhaust any right, power or remedy or proceed other undertaking shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such other Loan Parties under this Agreement or any other agreement or instrument referred Borrower to herein or against any other person under any other guarantee of, or security for, any of the same extent as if the same had been made directly by such amounts owing hereunderBorrower.

Obligations Joint and Several. Notwithstanding anything herein or in any Loan Document to the contrary, prior to the consummation of the Merger, the Borrowers shall be severally but not jointly liable for their respective portions of any and all Loan Document Obligations. Immediately after the consummation of the Mergers, the The Borrowers shall have joint and several liability in respect of all Obligations hereunder and under any other Loan Document Obligationsto which any Borrower is a party, without regard to any defense (other than the defense that payment in full has been made), setoff or counterclaim which may at any time be available to or be asserted by any other Loan Party against the Agents or the Lenders, or by any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers’ liability hereunder, in bankruptcy or in any other instance, and the Loan Document Obligations of the Borrowers hereunder shall not be conditioned or contingent upon the pursuit by the Agents or the Lenders or any other person at any time of any right or remedy against the Borrowers or against any other person which may be or become liable in respect of all or any part of the Loan Document Obligations or against any Collateral or Guarantee therefor or right of offset with respect thereto. The Borrowers hereby acknowledge that this Agreement is the independent and several obligation of each Borrower (regardless of which Borrower shall have delivered a request Request for borrowings under Section 2.03Credit Extensions) and may be enforced against each Borrower separately, whether or not enforcement of any right or remedy hereunder has been sought against any other Borrower. Each Borrower hereby expressly waives, with respect to any of the Loans or Letters of Credit made to any other Borrower hereunder and any of the amounts owing hereunder by such other Loan Parties in respect of such LoansLoans or Letters of Credit, diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent, the Collateral Agent or any Lender exhaust any right, power or remedy or proceed against such other Loan Parties under this Agreement or any other agreement or instrument referred to herein or against any other person under any other guarantee of, or security for, any of such amounts owing hereunder.

Obligations Joint and Several. Notwithstanding anything herein or in any Loan Document to the contrary, prior to the consummation of the Merger, the Borrowers shall be severally but not jointly liable for their respective portions of any and all Loan Document Obligations. Immediately after the consummation of the Mergers, the (a) The Borrowers shall have joint and several liability in respect of all Obligations in respect of the Term Loans (the “Term Loan Obligations”) hereunder and under any other Loan Document Obligationsto which any Borrower is a party, without regard to any defense (other than the defense that payment in full has been made), setoff or counterclaim which may at any time be available to or be asserted by any other Loan Party against the Term Lenders, or by any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers’ liability hereunder, in bankruptcy or in any other instance, and the Term Loan Document Obligations of the Borrowers hereunder shall not be conditioned or contingent upon the pursuit by the Term Lenders or any other person at any time of any right or remedy against the Borrowers or against any other person which may be or become liable in respect of all or any part of the Term Loan Document Obligations or against any Collateral or Guarantee therefor or right of offset with respect thereto. The Borrowers hereby acknowledge that this Agreement is the independent and several obligation of each Borrower (regardless of which Borrower shall have delivered a request Request for borrowings under Section 2.03Credit Extensions) and may be enforced against each Borrower separately, whether or not enforcement of any right or remedy hereunder has been sought against any other Borrower. Each Borrower hereby expressly waives, with respect to any of the Loans made to any other Borrower hereunder and any of the amounts owing hereunder by such other Loan Parties in respect of such Loans, diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent, the Collateral Agent or any Lender exhaust any right, power or remedy or proceed against such other Loan Parties under this Agreement or any other agreement or instrument referred to herein or against any other person under any other guarantee of, or security for, any of such amounts owing hereunder.

Obligations Joint and Several. Notwithstanding anything herein or in any Loan Document to the contrary, prior to the consummation of the Merger, the Borrowers shall be severally but not jointly liable for their respective portions of any and all Loan Document Obligations. Immediately after the consummation of the Mergers, the The Borrowers shall have joint and several liability in respect of all Loan Obligations hereunder and under any other Credit Document Obligationsto which any Borrower is a party, without regard to any defense (other than the defense that payment in full has been madeof payment), setoff or counterclaim which may at any time be available to or be asserted by any other Loan Credit Party against the Lenders, or by any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers’ liability hereunder, in bankruptcy or in any other instance, and the Loan Document such Obligations of the Borrowers hereunder shall not be conditioned or contingent upon the pursuit by the Lenders or any other person at any time of any right or remedy against the Borrowers or against any other person which may be or become liable in respect of all or any part of the Loan Document Obligations or against any Collateral or Guarantee therefor or right of offset with respect thereto. The Borrowers hereby acknowledge that this Agreement is the independent and several obligation of each Borrower (regardless of which Borrower shall have delivered a request for borrowings under Section 2.03Notice of Borrowing) and may be enforced against each Borrower separately, whether or not enforcement of any right or remedy hereunder has been sought against any other Borrower. Each Borrower hereby expressly waives, with respect to any of the Loans made to any other Borrower hereunder and any of the amounts owing hereunder by such other Loan Credit Parties in respect of such -212- Loans, diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent, the Collateral Agent or any Lender exhaust any right, power or remedy or proceed against such other Loan Credit Parties under this Agreement or any other agreement or instrument referred to herein or against any other person under any other guarantee of, or security for, any of such amounts owing hereunder. Section 14.

Obligations Joint and Several. Notwithstanding anything Anything herein or in any Loan Document to the contrarycontrary notwithstanding, prior to each Borrower hereby agrees and acknowledges that the consummation of the Merger, the Borrowers shall be severally but not jointly liable for their respective portions of any and all Loan Document Obligations. Immediately after the consummation of the Mergers, the Borrowers shall have joint and several liability in respect of all Loan Document Obligations, without regard to any defense (other than the defense that payment in full has been made), setoff or counterclaim which may at any time be available to or be asserted by any other Loan Party against the Lenders, or by any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers’ liability hereunder, in bankruptcy or in any other instance, and the Loan Document Obligations of the Borrowers hereunder shall not be conditioned or contingent upon the pursuit by the Lenders or any other person at any time of any right or remedy against the Borrowers or against any other person which may be or become liable in respect of all or any part of the Loan Document Obligations or against any Collateral or Guarantee therefor or right of offset with respect thereto. The Borrowers hereby acknowledge that this Agreement is the independent and several obligation of each Borrower (for payment of the Obligations shall be joint and several with the obligations of the other Borrower hereunder regardless of which Borrower actually receives the proceeds or benefits of any borrowing hereunder. Each Borrower hereby agrees and acknowledges that it will receive substantial benefits from the Loans and credit facilities made available under this Agreement. Each Borrower agrees that its joint and several obligation to pay all Obligations hereunder is irrevocable, absolute, independent and unconditional and shall have delivered not be affected by any circumstance which constitutes a request for borrowings under Section 2.03) legal or equitable discharge of a guarantor or surety other than the indefeasible payment in full of the Obligations, and may be enforced against the liability of each Borrower separatelywith respect to the Obligations shall not be affected, whether reduced or not enforcement impaired by (i) consideration of the amount of proceeds of the Loans received by any Borrower relative to the aggregate amount of the Loans, (ii) the dissolution or termination of or any increase, decrease or change in personnel of, Borrower, (iii) the insolvency or business failure of, or any assignment for the benefit of creditors by, or the commencement of any right bankruptcy, reorganization, arrangement, moratorium or remedy hereunder has been sought other debtor relief proceedings by or against the other Borrower or (iv) the appointment of a receiver for, or the attachment, restraint of or making or levying of any order of court or legal process affecting, the property of the other Borrower. Each Borrower agrees that a separate action or actions may be brought and prosecuted against such Borrower whether or not action is brought against the other Borrower and whether or not the other Borrower is joined in any such action or actions. Either Borrower's payment of a portion, but not all, of the Obligations shall in no way limit, affect, modify or abridge such Borrower's liability for that portion of the Obligations which is not paid. Each Borrower hereby expressly waiveswaives any right to require Lender, as a condition of payment or performance of the Obligations by such Borrower, to proceed against the other Borrower or any other Person, to exhaust any security held from any Borrower, or pursue any other remedy in the power of Lender. Each Borrower hereby waives any defense arising by reason of incapacity, lack of authority or any disability or other defense that may be available to the other Borrower and any defenses or benefits that may be derived or afforded by law which would limit the liability of or exonerate any guarantor or surety with respect to any the obligations, or which may conflict with the terms and provisions of this Agreement, other than the indefeasible payment in full of the Loans made to any Obligations. Any indebtedness of a Borrower now or hereafter held by the other Borrower hereunder is hereby subordinated in right of payment to the Obligations, and any such indebtedness of a Borrower to the amounts owing hereunder other Borrower collected or received by such other Loan Parties Borrower after an Event of Default has occurred and is continuing shall be held in respect trust for Lender and shall forthwith be paid over to Lender to be credited and applied against the Obligations but without affecting, impairing or limiting in any manner the liability of such Loans, diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent, the Collateral Agent or any Lender exhaust any right, power or remedy or proceed against such other Loan Parties under this Agreement or any other agreement or instrument referred to herein or against any other person Borrower under any other guarantee of, or security for, any provision of such amounts owing hereunderthis Agreement.

Obligations Joint and Several. Notwithstanding anything herein or in any Loan Document to the contrary, prior to the consummation of the Merger, the Borrowers shall be severally but not jointly liable for their respective portions of any and all Loan Document Obligations. Immediately after the consummation of the Mergers, the The Borrowers shall have joint and several liability in respect of all Loan Obligations hereunder and under any other Credit Document Obligationsto which any Borrower is a party, without regard to any defense (other than the defense that payment in full has been madeof payment), setoff or counterclaim which may at any time be available to or be asserted by any other Loan Credit Party against the Lenders, or by any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers’ liability hereunder, in bankruptcy or in any other instance, and the Loan Document such Obligations of the Borrowers hereunder shall not be conditioned or contingent upon the pursuit by the Lenders or any other person at any time of any right or remedy against the Borrowers or against any other person which may be or become liable in respect of all or any part of the Loan Document Obligations or against any Collateral or Guarantee therefor or right of offset with respect thereto. The Borrowers hereby acknowledge that this Agreement is the independent and several obligation of each Borrower (regardless of which Borrower shall have delivered a request for borrowings under Section 2.03Notice of Borrowing) and may be enforced against each Borrower separately, whether or not enforcement of any right or remedy hereunder has been sought against any other Borrower. Each Borrower hereby expressly waives, with respect to any of the Loans made to any other Borrower hereunder and any of the amounts owing hereunder by such other Loan Credit Parties in respect of such Loans, diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent, the Collateral Agent or any Lender exhaust any right, power or remedy or proceed against such other Loan Credit Parties under this Agreement or any other agreement or instrument referred to herein or against any other person under any other guarantee of, or security for, any of such amounts owing hereunder.

Obligations Joint and Several. Notwithstanding anything herein or in any Loan Document to the contraryEach Co-Borrower hereby acknowledges and undertakes, prior to the consummation of the Mergertogether with each other Co-Borrower, the Borrowers shall be severally but not jointly liable for their respective portions of any and all Loan Document Obligations. Immediately after the consummation of the Mergers, the Borrowers shall have joint and several liability in respect for the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Loan Document Obligations, without regard to any defense (other than the defense that payment in full has been made), setoff or counterclaim which may at any time be available to or be asserted by any other Loan Party against the Lenders, or by any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers’ liability hereunder, in bankruptcy or in any other instance, and the Loan Document Obligations of the Co-Borrowers hereunder shall not be conditioned or contingent upon under this Agreement and the pursuit by the Lenders or any other person at any time Loan Documents. Each Co-Borrower expressly acknowledges that it has benefited and will benefit, directly and indirectly, from each extension of any right or remedy against the Borrowers or against any other person which may be or become liable in respect of all or any part of the Loan Document Obligations or against any Collateral or Guarantee therefor or right of offset with respect theretocredit hereunder. The Borrowers Each Co-Borrower hereby acknowledge acknowledges that this Agreement is the independent and several obligation of each Co-Borrower (regardless of which Borrower shall have delivered a request for borrowings under Section 2.03) and may be enforced against each Co-Borrower separately, whether or not enforcement of any right or remedy hereunder has been sought against any other Co-Borrower. Each Co-Borrower hereby expressly waives, with respect to any of the Loans made to further agrees that its liability hereunder and under any other Loan Document shall be absolute, unconditional, continuing and irrevocable. Each Co-Borrower hereunder and any of the amounts owing hereunder by such other Loan Parties in respect of such Loans, diligence, presentment, demand of payment, protest and all notices whatsoever, and expressly waives any requirement that the any Lender, Administrative Agent, the Collateral Agent Swing Line Lender, or any Issuing Lender exhaust any right, power or remedy or and proceed against such any other Loan Parties Co-Borrower under this Agreement or any other agreement or instrument referred to herein Loan Documents, or against any Subsidiary Guarantor or other person under any other guarantee guaranty of, or security for, any of the Obligations. Each Co-Borrower hereby waives all defenses and limitations arising under or relating to principals of suretyship or guarantee and all other defenses and limitations in respect of its joint and several liability for the Obligations. If acceleration of the time for payment of any amount payable by a Co-Borrower with respect to the Obligations is stayed upon the insolvency, bankruptcy, or reorganization of any other Co-Borrower, all such amounts owing hereunderotherwise subject to acceleration under the terms of this Agreement shall nonetheless be payable by the other Co-Borrower hereunder forthwith on demand.

Obligations Joint and Several. Notwithstanding anything Anything herein or in any Loan Document to the contrarycontrary notwithstanding, prior to each Borrower hereby agrees and acknowledges that the consummation obligation of each Borrower for payment of the Merger, the Borrowers Obligations shall be severally but not jointly liable for their respective portions of any and all Loan Document Obligations. Immediately after the consummation of the Mergers, the Borrowers shall have joint and several liability in respect with the obligations of each other Borrower hereunder regardless of which Borrower actually receives the proceeds or benefits of any borrowing hereunder. Each Borrower hereby agrees and acknowledges that it will receive substantial benefits from the Loans and credit facilities made available under this Agreement. Each Borrower agrees that its joint and several obligation to pay all Loan Document ObligationsObligations hereunder is irrevocable, without regard to absolute, independent and unconditional and shall not be affected by any defense (circumstance which constitutes a legal or equitable discharge of a guarantor or surety other than the defense that indefeasible payment in full has been made), setoff or counterclaim which may at any time be available to or be asserted by any other Loan Party against the Lenders, or by any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers’ liability hereunder, in bankruptcy or in any other instanceObligations, and the Loan Document liability of each Borrower with respect to the Obligations of the Borrowers hereunder shall not be conditioned affected, reduced or contingent upon impaired by (i) consideration of the pursuit amount of proceeds of the Loans received by any Borrower relative to the Lenders aggregate amount of the Loans, (ii) the dissolution or termination of or any other person at increase, decrease or change in personnel of, any time Borrower, (iii) the insolvency or business failure of, or any assignment for the benefit of creditors by, or the commencement of any right bankruptcy, reorganization, arrangement, moratorium or remedy against the Borrowers other debtor relief proceedings by or against any other person which may be Borrower or become liable in respect (iv) the appointment of all a receiver for, or any part the attachment, restraint of the Loan Document Obligations or against any Collateral making or Guarantee therefor or right of offset with respect thereto. The Borrowers hereby acknowledge that this Agreement is the independent and several obligation of each Borrower (regardless of which Borrower shall have delivered a request for borrowings under Section 2.03) and may be enforced against each Borrower separately, whether or not enforcement levying of any right order of court or remedy hereunder has been sought against legal process affecting, the property of any other Borrower. Each Borrower hereby expressly waivesagrees that a separate action or actions may be brought and prosecuted against such Borrower whether or not action is brought against any other Borrower and whether or not any other Borrower is joined in any such action or actions. Any Borrower’s payment of a portion, with respect to any but not all, of the Loans made Obligations shall in no way limit, affect, modify or abridge such Borrower’s liability for that portion of the Obligations which is not paid. Each Borrower hereby waives any right to require the Administrative Agent or any Lender, as a condition of payment or performance of the Obligations by such Borrower, to proceed against any other Borrower or any other Person, to exhaust any security held from any Borrower, or pursue any other remedy in the power of the Administrative Agent or any Lender. Each Borrower hereby waives any defense arising by reason of incapacity, lack of authority or any disability or other defense that may be available to any other Borrower hereunder and any defenses or benefits that may be derived or afforded by law which would limit the liability of or exonerate any guarantor or surety with respect to the Obligations, or which may conflict with the terms and provisions of this Agreement, other than the indefeasible payment in full of the amounts owing hereunder by such other Loan Parties in respect of such Loans, diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent, the Collateral Agent or any Lender exhaust any right, power or remedy or proceed against such other Loan Parties under this Agreement or any other agreement or instrument referred to herein or against any other person under any other guarantee of, or security for, any of such amounts owing hereunderObligations.

Obligations Joint and Several. Notwithstanding anything herein or in any Loan Document to the contrary, prior to the consummation of the Merger, the Borrowers shall be severally but not jointly liable for their respective portions of any and all Loan Document Obligations. Immediately after the consummation of the Mergers, the The Borrowers shall have joint and several liability in respect of all Loan Obligations hereunder and under any other Credit Document Obligationsto which any Borrower is a party, without regard to any defense (other than the defense that payment in full has been madeof payment), setoff or counterclaim which 209 #96533218v9 may at any time be available to or be asserted by any other Loan Credit Party against the Lenders, or by any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers’ liability hereunder, in bankruptcy or in any other instance, and the Loan Document such Obligations of the Borrowers hereunder shall not be conditioned or contingent upon the pursuit by the Lenders or any other person at any time of any right or remedy against the Borrowers or against any other person which may be or become liable in respect of all or any part of the Loan Document Obligations or against any Collateral or Guarantee therefor or right of offset with respect thereto. The Borrowers hereby acknowledge that this Agreement is the independent and several obligation of each Borrower (regardless of which Borrower shall have delivered a request for borrowings under Section 2.03Notice of Borrowing) and may be enforced against each Borrower separately, whether or not enforcement of any right or remedy hereunder has been sought against any other Borrower. Each Borrower hereby expressly waives, with respect to any of the Loans made to any other Borrower hereunder and any of the amounts owing hereunder by such other Loan Credit Parties in respect of such Loans, diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent, the Collateral Agent or any Lender exhaust any right, power or remedy or proceed against such other Loan Credit Parties under this Agreement or any other agreement or instrument referred to herein or against any other person under any other guarantee of, or security for, any of such amounts owing hereunder. Further, the provisions of the Guarantee set forth in Sections 2, 4 and 5 thereof are hereby incorporated by reference and shall be deemed to apply to the Obligations of the Borrowers mutatis mutandis as if set forth herein.

Obligations Joint and Several. Notwithstanding anything herein or in All Obligations (including indemnity Obligations) of the Borrowers under this Agreement and the Notes shall constitute joint and several obligations of the Borrowers. Each Borrower expressly represents and acknowledges that it is part of a single business enterprise formed to own and operate the Pipeline Assets with the other Borrower and that any Loan Document Loans by the Lenders to the contraryother Borrower hereunder will be of direct and indirect interest, prior benefit and advantage of both of the Borrowers. Each Borrower acknowledges that any Borrowing Notice, Conversion/Continuation Notice or other notice given by either of the Borrowers to the consummation Administrative Agent or any Lender shall bind both of the MergerBorrowers, and that any notice given by the Administrative Agent or any Lender to either of the Borrowers shall be severally effective with respect to all Borrowers. Each Borrower acknowledges and agrees that each Borrower shall be liable not merely as a surety but not jointly liable as a co-debtor, on a joint and several basis, for their respective portions all of the Loans, regardless of which Borrower may actually have received the proceeds of any and all Loan Document Obligations. Immediately after the consummation of the MergersLoans or the amount of such Loans received or the manner in which the Administrative Agent or any Lender accounts for such Loans on its books and records, and further acknowledges and agrees that Loans to either Borrower inure to the mutual benefit of both Borrowers shall have and that the Administrative Agent and the Lenders are relying on the joint and several liability of the Borrowers in extending the Loans hereunder. Each Borrower hereby waives, to the fullest extent permitted by applicable Law, all surety defenses, whether at law or in equity; without limitation of the foregoing, each Borrower assents to, and waives notice of, any extension or postponement of the time for the payment or performance of all or any part of the Obligations, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by the Administrative Agent or the Lenders at any time or times in respect of all Loan Document any default by any Borrower in the payment or performance of any of the Obligations, without regard to any defense (and all other than the defense that payment in full has been made), setoff or counterclaim which may at any time be available to or be asserted by any other Loan Party against the Lenders, or by any other circumstance indulgences whatsoever (with or without notice to or knowledge of the Borrowers) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers’ liability hereunder, in bankruptcy or in any other instance, and the Loan Document Obligations of the Borrowers hereunder shall not be conditioned or contingent upon the pursuit by the Administrative Agent or the Lenders or any other person at any time of any right or remedy against the Borrowers or against any other person which may be or become liable in respect of all or any part of the Loan Document Obligations, and the taking, addition, substitution or release, in whole or in part, at any time or times, of any security for all or any part of the Obligations or against the addition, substitution or release, in whole or in part, of any Collateral Borrower or Guarantee therefor any Guarantor or other Person now or hereafter liable for payment or performance of the Obligations. Without limiting the generality of the foregoing, each Borrower assents to any other action or delay in acting or failure to act on the part of the Administrative Agent or the Lenders, including, without limitation, any failure strictly or diligently to assert any right or to pursue any remedy or to comply fully with applicable laws or regulations thereunder which might, but for the provisions of offset with respect thereto. The Borrowers hereby acknowledge that this Agreement is SECTION 2.13, afford grounds for terminating, discharging or relieving such Borrower, in whole or in part, from any of its obligations under this SECTION 2.13, it being the independent and several obligation intention of each Borrower (regardless that, so long as all or any part of which the Obligations remains unsatisfied, the obligations of such Borrower under this SECTION 2.13 shall have delivered a request for borrowings under Section 2.03) not be discharged except by payment or performance and then only to the extent of such payment or performance. A separate action or actions may be enforced brought and prosecuted against either Borrower in respect of the Obligations, and it shall not be necessary to join the other Borrower in any such action or actions, any right to require such joinder being hereby waived to the fullest permitted by applicable Law. The obligations of each Borrower separatelyunder this SECTION 2.13 shall not be diminished or rendered unenforceable by any unenforceability or invalidity of the Obligations as to the other Borrower, whether or not enforcement by any bankruptcy, insolvency, winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any reconstruction or similar proceeding with respect to any Borrower. The joint and several liability of the Borrowers hereunder shall continue in full force and effect notwithstanding any absorption, merger, amalgamation or any other change whatsoever in the name, membership, constitution or place of formation of any right or remedy hereunder has been sought against any other Borrower. Each Borrower hereby expressly waives, with respect shall be entitled to any of subrogation and contribution rights from and against the Loans made to any other Borrower hereunder and any of to the amounts owing hereunder by extent such other Loan Parties in respect of such Loans, diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that Borrower is required to pay to the Administrative Agent, the Collateral Agent or any Lender exhaust any rightprincipal, power interest or remedy other amount attributable to the Loans advanced hereunder to the other Borrower or proceed against such other Loan Parties as otherwise available under applicable Law; provided, no Borrower shall exercise any rights of subrogation or contribution prior to the indefeasible payment in full in cash of all of the Obligations. The provisions of this Agreement SECTION 2.13 shall remain in effect until all of the Obligations shall have been indefeasibly paid in full in cash. If at any time, any payment, or any other agreement part thereof, made in respect of all or instrument referred to herein any part of the Obligations, is rescinded or against must otherwise be restored or returned by the Administrative Agent or any other person under any other guarantee ofof the Lenders upon the insolvency, bankruptcy or reorganization of the Borrowers, or security foreither of them,, any or otherwise, the provisions of this SECTION 2.13 will forthwith be reinstated in effect, as though such amounts owing hereunderpayment had not been made.

Obligations Joint and Several. Notwithstanding anything herein or in any Loan Document to the contrary, prior to the consummation of the Merger, the Borrowers shall be severally but not jointly liable for their respective portions of any and all Loan Document Obligations. Immediately after the consummation of the Mergers, the (a) The Borrowers shall have joint and several liability in respect of all Obligations in respect of the Term Loans (the “Term Loan Obligations”) hereunder and under any other Loan Document Obligationsto which any Borrower is a party, without regard to any defense (other than the defense that payment in full has been made), setoff set-off or counterclaim which may at any time be available to or be asserted by any other Loan Party against the Term Lenders, or by any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers’ liability hereunder, in bankruptcy or in any other instance, and the Term Loan Document Obligations of the Borrowers hereunder shall not be conditioned or contingent upon the pursuit by the Term Lenders or any other person at any time of any right or remedy against the Borrowers or against any other person which may be or become liable in respect of all or any part of the Term Loan Document Obligations or against any Collateral or Guarantee therefor or right of offset with respect thereto. The Borrowers hereby acknowledge that this Agreement is the independent and several obligation of each Borrower (regardless of which Borrower shall have delivered a request Request for borrowings under Section 2.03Credit Extensions) and may be enforced against each Borrower separately, whether or not enforcement of any right or remedy hereunder has been sought against any other Borrower. Each Borrower hereby expressly waives, with respect to any of the Loans made to any other Borrower hereunder and any of the amounts owing hereunder by such other Loan Parties in respect of such Loans, diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent, the Collateral Agent or any Lender exhaust any right, power or remedy or proceed against such other Loan Parties under this Agreement or any other agreement or instrument referred to herein or against any other person under any other guarantee of, or security for, any of such amounts owing hereunder.