Common use of Co-Borrower Clause in Contracts

Co-Borrower. (a) Each of KDP and ▇▇▇▇▇ agrees that it is jointly and severally liable for the obligations of each Borrower hereunder with respect to all Obligations, including with respect to any Class of Loans, the payment of principal of and interest on all Loans, the payment of fees and indemnities and reimbursement of costs and expenses. Each of KDP and Maple is accepting joint and several liability hereunder in consideration of the financial accommodations to be provided by the Administrative Agent and the Lenders under this Agreement and the other Loan Documents, for the mutual benefit, directly and indirectly, of each of the Borrowers and in consideration of the undertakings of each of the Borrowers to accept joint and several liability for the obligations of each of them. Each of KDP And Maple, jointly and severally, hereby irrevocably and unconditionally accepts, as a co-debtor, joint and several liability with the other Borrower, with respect to the payment and performance of all of the Obligations, it being the intention of the parties hereto that all Obligations shall be the joint and several obligations of both 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 Obligations as and when due or to perform any of such Obligations in accordance with the terms thereof, then in each such event the other Borrower will make such payment with respect to, or perform, such Obligations. Notwithstanding the foregoing, this Section 9.21(a) shall be subject to Section 9.21(c) below. (b) The Parent (in such capacity, the “Borrower Agent”) shall act as the representative and agent of the Borrowers for all purposes under this Agreement and the other Loan Documents, including requests for Loans, designation of interest rates, delivery or receipt of communications, receipt and payment of Obligations, requests for (and execution of) waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the Administrative Agent or any Lender. The Administrative Agent and the Lenders shall be entitled to rely upon, and shall be fully protected in relying upon, any notice or communication delivered by the Borrower Agent on behalf of any Borrower. Notwithstanding anything herein to the contrary, any notice, agreement, document, or other communication, or any action or obligation, in each case, that is required by this Agreement or any other Loan Document to be provided or taken by a Borrower shall be deemed to be valid or satisfied, as applicable, if given, taken, delivered or otherwise satisfied by the Borrower Agent, or by any Borrower. (c) On and as of the Spin-Off Consummation Time, upon written notice of the occurrence of the Spin-Off Consummation Time from Maple to the Administrative Agent, (i) KDP shall be automatically released as the “Borrower” and the “Parent” hereunder and KDP’s status as a “Borrower” and the “Parent” hereunder shall terminate, (ii) all obligations and liability of KDP pursuant to Section 9.21(a) shall automatically terminate and (iii) the Lenders shall have no further obligation to make any Loans or other extensions of credit to KDP. On and as of the Spin-Off Consummation Time, Maple (i) confirms and reaffirms that it remains a debtor and primary obligor in respect of all of the Obligations hereunder and under any Loan Document (including any such Obligations with respect to any Loan initially requested or disbursed to an account of KDP) and (ii) assumes, as a primary liability, all duties and obligations of KDP hereunder and under the other Loan Documents, including its duties as a Borrower and the Parent.

Co-Borrower. (a) Each of KDP and ▇▇▇▇▇ agrees that it is jointly and severally liable for the obligations of each Borrower hereunder with respect to all Obligations, including with respect to any Class of Loans, the payment of principal of and interest on all Loans, the payment of fees and indemnities and reimbursement of costs and expenses. Each of KDP and Maple is accepting accepts joint and several liability hereunder in consideration of the financial accommodations accommodation to be provided by the Administrative Agent Agent, the Lenders and the Lenders L/C Issuer under this Agreement and the other Loan Documents, for the mutual benefit, directly and indirectly, of each of the Borrowers Borrower and in consideration of the undertakings of each of the Borrowers Borrower to accept joint and several liability for the obligations of each of them. Each of KDP And Maple, jointly and severally, hereby irrevocably and unconditionally accepts, as a co-debtor, joint and several liability with the other Borrower, with respect to the payment and performance of all of the Obligations, it being the intention of the parties hereto that all Obligations shall be the joint and several obligations of both 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 Obligations as and when due or to perform any of such Obligations in accordance with the terms thereof, then in each such event the other Borrower will make such payment with respect to, or perform, such Obligations. Notwithstanding the foregoing, this Section 9.21(a) shall be subject to Section 9.21(c) below. (b) The Parent (in such capacityEach Borrower shall be jointly and severally liable for the Obligations, regardless of which ▇▇▇▇▇▇▇▇ actually receives the “Borrower Agent”) shall act as Loans hereunder or the representative and agent amount of the Borrowers for all purposes under this Agreement and Obligations received or the other Loan Documents, including requests for Loans, designation of interest rates, delivery or receipt of communications, receipt and payment of Obligations, requests for (and execution of) waivers, amendments or other accommodations, actions under the Loan Documents (including manner in respect of compliance with covenants), and all other dealings with which the Administrative Agent or any LenderLender accounts for the Obligations on its books and records. The Each Borrower’s obligations with respect to Loans made to it, and each Borrower’s obligations arising as a result of the joint and several liability of such Borrower hereunder, with respect to Loans, Letters of Credit made to and other Obligations owing by the Borrowers hereunder, shall be separate and distinct obligations, but all such obligations shall be primary obligations of each Borrower. (c) Upon the occurrence and during the continuation of any Event of Default, the Administrative Agent and the Lenders may proceed directly and at once, without notice, against any Borrower to collect and recover the full amount, or any portion of the Obligations, without first proceeding against any other Borrower or any other Person, or against any security or collateral for the Obligations. Each Borrower consents and agrees that the Administrative Agent and the Lenders shall be entitled under no obligation to rely upon, and shall be fully protected marshal any assets in relying upon, any notice or communication delivered by the Borrower Agent on behalf favor of any Borrower. Notwithstanding anything herein to the contrary, Borrower or against or in payment of any notice, agreement, document, or other communication, or any action or obligation, in each case, that is required by this Agreement or any other Loan Document to be provided or taken by a Borrower shall be deemed to be valid or satisfied, as applicable, if given, taken, delivered or otherwise satisfied by the Borrower Agent, or by any Borrower. (c) On and as of the Spin-Off Consummation Time, upon written notice of the occurrence of the Spin-Off Consummation Time from Maple to the Administrative Agent, (i) KDP shall be automatically released as the “Borrower” and the “Parent” hereunder and KDP’s status as a “Borrower” and the “Parent” hereunder shall terminate, (ii) all obligations and liability of KDP pursuant to Section 9.21(a) shall automatically terminate and (iii) the Lenders shall have no further obligation to make any Loans or other extensions of credit to KDP. On and as of the Spin-Off Consummation Time, Maple (i) confirms and reaffirms that it remains a debtor and primary obligor in respect of all of the Obligations hereunder and under any Loan Document (including any such Obligations with respect to any Loan initially requested or disbursed to an account of KDP) and (ii) assumes, as a primary liability, all duties and obligations of KDP hereunder and under the other Loan Documents, including its duties as a Borrower and the ParentObligations.

Co-Borrower. (a) Each of KDP and ▇▇▇▇▇ agrees that it is jointly and severally liable for the obligations of each Borrower hereunder with respect to all Obligations, including with respect to any Class of Loans, the payment of principal of and interest on all Loans, the payment of fees and indemnities and reimbursement of costs and expenses. Each of KDP and Maple is accepting accepts joint and several liability hereunder in consideration of the financial accommodations accommodation to be provided by the Administrative Agent Agent, the Lenders and the Lenders L/C Issuer under this Agreement and the other Loan Documents, for the mutual benefit, directly and indirectly, of each of the Borrowers Borrower and in consideration of the undertakings of each of the Borrowers Borrower to accept joint and several liability for the obligations of each of them. Each of KDP And Maple, jointly and severally, hereby irrevocably and unconditionally accepts, as a co-debtor, joint and several liability with the other Borrower, with respect to the payment and performance of all of the Obligations, it being the intention of the parties hereto that all Obligations shall be the joint and several obligations of both 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 Obligations as and when due or to perform any of such Obligations in accordance with the terms thereof, then in each such event the other Borrower will make such payment with respect to, or perform, such Obligations. Notwithstanding the foregoing, this Section 9.21(a) shall be subject to Section 9.21(c) below. (b) The Parent (in such capacityEach Borrower shall be jointly and severally liable for the Obligations, regardless of which Borrower actually receives the “Borrower Agent”) shall act as Loans hereunder or the representative and agent amount of the Borrowers for all purposes under this Agreement and Obligations received or the other Loan Documents, including requests for Loans, designation of interest rates, delivery or receipt of communications, receipt and payment of Obligations, requests for (and execution of) waivers, amendments or other accommodations, actions under the Loan Documents (including manner in respect of compliance with covenants), and all other dealings with which the Administrative Agent or any LenderLender accounts for the Obligations on its books and records. The Each Borrower’s obligations with respect to Loans made to it, and each Borrower’s obligations arising as a result of the joint and several liability of such Borrower hereunder, with respect to Loans, Letters of Credit made to and other Obligations owing by the Borrowers hereunder, shall be separate and distinct obligations, but all such obligations shall be primary obligations of each Borrower. (c) Upon the occurrence and during the continuation of any Event of Default, the Administrative Agent and the Lenders may proceed directly and at once, without notice, against any Borrower to collect and recover the full amount, or any portion of the Obligations, without first proceeding against any other Borrower or any other Person, or against any security or collateral for the Obligations. Each Borrower consents and agrees that the Administrative Agent and the Lenders shall be entitled under no obligation to rely upon, and shall be fully protected marshal any assets in relying upon, any notice or communication delivered by the Borrower Agent on behalf favor of any Borrower. Notwithstanding anything herein to the contrary, Borrower or against or in payment of any notice, agreement, document, or other communication, or any action or obligation, in each case, that is required by this Agreement or any other Loan Document to be provided or taken by a Borrower shall be deemed to be valid or satisfied, as applicable, if given, taken, delivered or otherwise satisfied by the Borrower Agent, or by any Borrower. (c) On and as of the Spin-Off Consummation Time, upon written notice of the occurrence of the Spin-Off Consummation Time from Maple to the Administrative Agent, (i) KDP shall be automatically released as the “Borrower” and the “Parent” hereunder and KDP’s status as a “Borrower” and the “Parent” hereunder shall terminate, (ii) all obligations and liability of KDP pursuant to Section 9.21(a) shall automatically terminate and (iii) the Lenders shall have no further obligation to make any Loans or other extensions of credit to KDP. On and as of the Spin-Off Consummation Time, Maple (i) confirms and reaffirms that it remains a debtor and primary obligor in respect of all of the Obligations hereunder and under any Loan Document (including any such Obligations with respect to any Loan initially requested or disbursed to an account of KDP) and (ii) assumes, as a primary liability, all duties and obligations of KDP hereunder and under the other Loan Documents, including its duties as a Borrower and the ParentObligations.

Co-Borrower. (a) Each of KDP and ▇▇▇▇▇ agrees that it is jointly and severally liable for the obligations of each Borrower hereunder with respect to all Obligations, including with respect to any Class of Loans, the payment of principal of and interest on all Loans, the payment of fees and indemnities and reimbursement of costs and expenses. Each of KDP and Maple is accepting accepts joint and several liability hereunder in consideration of the financial accommodations accommodation to be provided by the Administrative Agent Agent, the Lenders and the Lenders L/C Issuer under this Agreement and the other Loan Documents, for the mutual benefit, directly and indirectly, of each of the Borrowers Borrower and in consideration of the undertakings of each of the Borrowers Borrower to accept joint and several liability for the obligations of each of them. Each of KDP And Maple, jointly and severally, hereby irrevocably and unconditionally accepts, as a co-debtor, joint and several liability with the other Borrower, with respect to the payment and performance of all of the Obligations, it being the intention of the parties hereto that all Obligations shall be the joint and several obligations of both 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 Obligations as and when due or to perform any of such Obligations in accordance with the terms thereof, then in each such event the other Borrower will make such payment with respect to, or perform, such Obligations. Notwithstanding the foregoing, this Section 9.21(a) shall be subject to Section 9.21(c) below. (b) The Parent (in such capacityEach Borrower shall be jointly and severally liable for the Obligations, regardless of which ▇▇▇▇▇▇▇▇ actually receives the “Borrower Agent”) shall act as Loans hereunder or the representative and agent amount of the Borrowers for all purposes under this Agreement and Obligations received or the other Loan Documents, including requests for Loans, designation of interest rates, delivery or receipt of communications, receipt and payment of Obligations, requests for (and execution of) waivers, amendments or other accommodations, actions under the Loan Documents (including manner in respect of compliance with covenants), and all other dealings with which the Administrative Agent or any LenderLender accounts for the Obligations on its books and records. The Each Borrower’s obligations with 87 206718545 (c) Upon the occurrence and during the continuation of any Event of Default, the Administrative Agent and the Lenders may proceed directly and at once, without notice, against any Borrower to collect and recover the full amount, or any portion of the Obligations, without first proceeding against any other Borrower or any other Person, or against any security or collateral for the Obligations. Each Borrower consents and agrees that the Administrative Agent and the Lenders shall be entitled under no obligation to rely uponmarshal any assets in favor of any Borrower or against or in payment of any or all of the Obligations. (d) Each Borrower, on behalf of itself and each other Loan Party, irrevocably appoints Holdings to act as its agent for all purposes of this Agreement (including as agent for receipt as to service of process) and the other Loan Documents and agrees that (a) Holdings may execute such documents on behalf of such Borrower as Holdings deems appropriate in its sole discretion and each Borrower shall be fully protected in relying uponobligated by all of the terms of any such document executed on its behalf, (b) any notice or communication delivered by the Administrative Agent or any Lender to Holdings shall be deemed delivered to each Borrower and (c) the Administrative Agent or the Lenders may accept, and be permitted to rely on, any document, instrument or agreement executed by Holdings on behalf of any Borrower. Notwithstanding anything herein to the contrary, any notice, agreement, document, or other communication, or any action or obligation, in each case, that is required by this Agreement or any other Loan Document to be provided or taken by a Borrower shall be deemed to be valid or satisfied, as applicable, if given, taken, delivered or otherwise satisfied by the Borrower Agent, or by any Borrower. (c) On and as of the Spin-Off Consummation TimeLoan Parties. ARTICLE III TAXES, upon written notice of the occurrence of the Spin-Off Consummation Time from Maple to the Administrative Agent, (i) KDP shall be automatically released as the “Borrower” and the “Parent” hereunder and KDP’s status as a “Borrower” and the “Parent” hereunder shall terminate, (ii) all obligations and liability of KDP pursuant to Section 9.21(a) shall automatically terminate and (iii) the Lenders shall have no further obligation to make any Loans or other extensions of credit to KDP. On and as of the Spin-Off Consummation Time, Maple (i) confirms and reaffirms that it remains a debtor and primary obligor in respect of all of the Obligations hereunder and under any Loan Document (including any such Obligations with respect to any Loan initially requested or disbursed to an account of KDP) and (ii) assumes, as a primary liability, all duties and obligations of KDP hereunder and under the other Loan Documents, including its duties as a Borrower and the Parent.YIELD PROTECTION AND ILLEGALITY 3.01