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 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 Subsidiary 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 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 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 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 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.

Obligations Joint and Several. Notwithstanding anything herein or in any Loan Document to the contrary, prior to the consummation (a) Each of the Merger, the Borrowers Seller Entities hereby acknowledges and agrees that it shall be jointly and severally but not jointly liable to Buyer for their respective portions all representations, warranties, covenants, obligations and indemnities of Seller hereunder. (b) Each of the Seller Entities waives any and all Loan Document notice of the creation, renewal, extension or accrual of any of the Repurchase Obligations and notice of or proof of reliance by the Buyer upon the obligations of such Seller Entity set forth herein or acceptance of such obligations by such Seller Entity hereunder. Each Seller Entity waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon each other Seller Entity with respect to the Repurchase Obligations. Immediately after the consummation of the MergersEach Seller Entity's obligations shall be construed as continuing, the Borrowers shall have joint absolute and several liability in respect of all Loan Document Obligations, unconditional obligations without regard to (i) any defense defense, set-off or counterclaim (other than the a defense that of payment in full has been made), setoff or counterclaim performance) which may at any time be available to or be asserted by any other Loan Party Seller Entity against the LendersBuyer, or by (ii) any other circumstance whatsoever (with or without notice to or knowledge of the Borrowersany Seller Entity) which constitutes, or might be construed to constitute, an equitable or legal discharge of such Seller Entity for the Borrowers’ liability hereunderRepurchase Obligations. Each Seller Entity hereby waives any defense arising by reason of, in bankruptcy and any and all right to assert against the Buyer any claim or defense based upon, an election of remedies by the Buyer which in any other instancemanner impairs, and the Loan Document Obligations of the Borrowers hereunder shall not be conditioned or contingent upon the pursuit by the Lenders affects, reduces, releases, destroys and/or extinguishes such Seller Entity's subrogation rights, rights to proceed against such Seller Entity or any other person at party for reimbursement or contribution, and/or any time other rights of such Seller Entity to proceed against any right or remedy other Seller Entity, against the Borrowers any other guarantor, 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. security. (c) 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 parties intend that the Administrative Agent, each Seller Entity's Repurchase Obligations are primary obligations and not in the Collateral Agent nature of a guaranty 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 hereundersuretyship.

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 (a) Each Term Borrower agrees that it shall, jointly with the contraryother Term Borrowers and severally, prior to the consummation of the Merger, the Borrowers shall be severally but not jointly liable for their respective portions all the Obligations (other than with respect to any Term Borrower, any Swap Obligations of any and all another Loan Document Obligations. Immediately after the consummation Party that would be Excluded Swap Obligations of the Mergers, the Borrowers shall have such Term Borrower if such Term Borrower’s joint and several liability with respect to such Swap Obligations were treated as a guarantee for purposes of the definition of “Excluded Swap Obligation”) in respect of all the Term Loans and Term Loan Document Commitments (the “Term Loan Obligations”). Each Term Borrower further agrees that the Term Loan Obligations of the other Term Borrowers may be extended and renewed, without regard to any defense (other than the defense that payment in full has been made)whole or in part, 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 further assent from it, and that it will remain bound upon its agreement hereunder notwithstanding any extension or renewal of any Term Loan Obligation of the other Term Borrowers. (b) which constitutesEach Term Borrower waives presentment to, or might be construed demand of payment from and protest to constitute, an equitable or legal discharge the other Term Borrowers of any of the Borrowers’ liability hereunder, in bankruptcy Term Loan Obligations or in the other Term Borrowers of any other instanceTerm Loan Obligations, and the also waives notice of acceptance of its obligations and notice of protest for nonpayment. The Term Loan Document Obligations of the Borrowers a Term Borrower hereunder shall not be conditioned affected by (i) the failure of any Term Lender or contingent upon the pursuit by Issuing Bank or the Lenders Administrative Agent or the Collateral Agent to assert any other person at any time of claim or demand or to enforce any right or remedy against the other Term Borrowers under the provisions of this Agreement or against any of the other Loan Documents or otherwise; (ii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement, any of the other Loan Documents or any other person which may be agreement; or become liable in respect (iii) the failure of all any Term Lender 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 Issuing Bank to exercise any right or remedy hereunder has been sought against any other Term Borrower. . (c) Each Term Borrower hereby expressly waivesfurther agrees that its agreement hereunder constitutes a promise of payment when due and not of collection, with respect and waives any right to require that any resort be had by any Term Lender or the Issuing Bank to any balance of any deposit account or credit on the books of any Term Lender or the Issuing Bank in favor of any other Term Borrower or any other person. (d) The Term Loan Obligations of each Term Borrower hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including compromise, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the Loans made to any invalidity, illegality or unenforceability of the Term Loan Obligations of the other Term Borrowers or otherwise. Without limiting the generality of the foregoing, the Term Loan Obligations of each Term Borrower hereunder and any shall not be discharged or impaired or otherwise affected by the failure 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 Term Lender exhaust or the Issuing Bank to assert any right, power claim or demand or to enforce any 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 ofLoan Document or any other agreement, by any waiver or modification in respect of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Term Loan Obligations of the other Term Borrowers or by any other act or omission which may or might in any manner or to any extent vary the risk of such Term Borrower or otherwise operate as a discharge of such Term Borrower as a matter of law or equity. (e) Each Term Borrower further agrees that its obligations hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or security forany part thereof, of principal of or interest on any Term Loan Obligation of the other Term Borrowers is rescinded or must otherwise be restored by the Administrative Agent, the Collateral Agent or any Term Lender or the Issuing Bank upon the bankruptcy or reorganization of any of the other Term Borrowers or otherwise. (f) In furtherance of the foregoing and not in limitation of any other right which the Administrative Agent, the Collateral Agent or any Term Lender or the Issuing Bank may have at law or in equity against any Term Borrower by virtue hereof, upon the failure of a Term Borrower to pay any Term Loan Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each other Term Borrower hereby promises to and will, upon receipt of written demand by the Administrative Agent, forthwith pay, or cause to be paid, in cash the amount of such amounts owing hereunderunpaid Term Loan Obligations, and thereupon each Term Lender shall, in a reasonable manner, assign the amount of the Term Loan Obligations of the other Term Borrowers owed to it and paid by such Term Borrower pursuant to this Section 10.15 to such Term Borrower, such assignment to be pro tanto to the extent to which the Term Loan Obligations in question were discharged by such Term Borrower or make such disposition thereof as such Term Borrower shall direct (all without recourse to any Term Lender and without any representation or warranty by any Term Lender). (g) Notwithstanding any other provision herein, the Parent Borrower shall be entitled, at any time and in its sole discretion, to designate any Term Borrower (including itself) to replace any other Term Borrower as a borrower hereunder with respect to any outstanding Term Loans.

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 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 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 (a) Each Borrower agrees that it shall, jointly with the other Borrowers and severally, be liable for all the Obligations. Each Borrower further agrees that the Obligations of the other Borrowers may be extended and renewed, in whole or in any Loan Document to the contrarypart, 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 further assent from it, and that it will remain bound upon its agreement hereunder notwithstanding any extension or renewal of any Obligation of the other Borrowers. (b) which constitutesEach Borrower waives presentment to, or might be construed demand of payment from and protest to constitute, an equitable or legal discharge the other Borrowers of any of the Borrowers’ liability hereunder, in bankruptcy or in any other instanceObligations, and the Loan Document also waives notice of acceptance of its obligations and notice of protest for nonpayment. The Obligations of the Borrowers a Borrower hereunder shall not be conditioned affected by (i) the failure of any Lender or contingent upon Issuing Bank or the pursuit by the Lenders Administrative Agent or Collateral Agent to assert any other person at any time of claim or demand or to enforce any right or remedy against the other Borrowers under the provisions of this Agreement or against any of the other Loan Documents or otherwise; (ii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement, any of the other Loan Documents or any other person which may be agreement; or become liable in respect (iii) the failure of all any Lender 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 Issuing Bank to exercise any right or remedy hereunder has been sought against any other Borrower. . (c) Each Borrower hereby expressly waivesfurther agrees that its agreement hereunder constitutes a promise of payment when due and not of collection, with respect and waives any right to require that any resort be had by any Lender or Issuing Bank to any balance of any deposit account or credit on the Loans made to books of any Lender or Issuing Bank in favor of any other Borrower or any other person. (d) The Obligations of each Borrower hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including compromise, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the amounts owing invalidity, illegality or unenforceability of the Obligations of the other Borrowers or otherwise. Without limiting the generality of the foregoing, the Obligations of each Borrower hereunder shall not be discharged or impaired or otherwise affected by such other Loan Parties in respect the failure 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 or Issuing Bank to assert any right, power claim or demand or to enforce any 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 ofLoan Document or any other agreement, by any waiver or modification in respect of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations of the other Borrowers, or security forby any other act or omission which may or might in any manner or to any extent vary the risk of such Borrower or otherwise operate as a discharge of such Borrower as a matter of law or equity. (e) Each Borrower further agrees that its obligations hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Obligation of the other Borrowers is rescinded or must otherwise be restored by the Administrative Agent, the Collateral Agent or any Lender or Issuing Bank upon the bankruptcy or reorganization of any of the other Borrowers or otherwise. (f) In furtherance of the foregoing and not in limitation of any other right which the Administrative Agent, the Collateral Agent or any Lender or Issuing Bank may have at law or in equity against any Borrower by virtue hereof, upon the failure of a Borrower to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each other Borrower hereby promises to and will, upon receipt of written demand by the Administrative Agent, forthwith pay, or cause to be paid, in cash the amount of such amounts owing hereunderunpaid Obligations, and thereupon each Lender shall, in a reasonable manner, assign the amount of the Obligations of the other Borrowers owed to it and paid by such Borrower pursuant to this guarantee to such Borrower, such assignment to be pro tanto to the extent to which the Obligations in question were discharged by such Borrower, or make such disposition thereof as such Borrower shall direct (all without recourse to any Lender and without any representation or warranty by any Lender). (g) Upon payment by a Borrower of any sums as provided above, all rights of such Borrower against another Borrower, as the case may be, arising as a result thereof by way of right of subrogation or otherwise shall in all respects be subordinated and junior in right of payment to the prior indefeasible payment in full of all the Obligations to the Lenders and Issuing Banks.

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 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 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 (a) Each Borrower hereby absolutely, unconditionally and irrevocably agrees that all obligations of any Borrower hereunder, now or hereafter existing under or in respect of this Agreement and the Notes (including, without limitation, any Loan Document to the contraryextensions, prior to the consummation modifications, substitutions, amendments or renewals of any or all of the Mergerforegoing obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (all such obligations, the Borrowers "Obligations"), shall be severally but not jointly liable for their respective portions joint and several obligations of all the Borrowers, and agrees to pay 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 Obligationsexpenses (including, without regard to any defense (other than the defense that payment in full has been made)limitation, 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 fees and expenses of the Borrowerscounsel) 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 incurred 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 in enforcing any right, power or remedy or proceed against such other Loan Parties rights under this Agreement or any Note. Without limiting the generality of the foregoing, each Borrower's liability shall extend to all amounts that constitute part of the Obligations and would be owed by any other agreement Borrower to the Agent or instrument any Lender under or in respect of this Agreement or the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Borrower. (b) Each Borrower, and by its acceptance of this Agreement, the Agent and each Lender, hereby confirms that it is the intention of all such Persons that this Article VII and the Obligations of each Borrower hereunder not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law (as hereinafter defined), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Article VII and the Obligations of each Borrower hereunder. To effectuate the foregoing intention, the Agent, the Lenders and the Borrowers hereby irrevocably agree that the Obligations of each Borrower under this Article VII at any time shall be limited to the maximum amount as will result in the Obligations of such Borrower under this Article VII not constituting a fraudulent transfer or conveyance. For purposes hereof, "Bankruptcy Law" means any proceeding of the type referred to herein in Section 6.01(e) of this Agreement or against any other person under any other guarantee ofTitle 11, U.S. Code, or security forany similar foreign, any federal or state law for the relief of such amounts owing hereunderdebtors.

Obligations Joint and Several. Notwithstanding anything herein (a) Each Borrower agrees that it shall, jointly with the other Borrowers and severally, be liable for all the Obligations. Each Borrower further agrees that the Obligations of the other Borrowers may be extended and renewed, in whole or in any Loan Document to the contrarypart, 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 further assent from it, and that it will remain bound upon its agreement hereunder notwithstanding any extension or renewal of any Obligation of the other Borrowers. (b) which constitutesEach Borrower waives presentment to, or might be construed demand of payment from and protest to constitute, an equitable or legal discharge the other Borrowers of any of the Borrowers’ liability hereunder, in bankruptcy or in any other instanceObligations, and the Loan Document also waives notice of acceptance of its obligations and notice of protest for nonpayment. The Obligations of the Borrowers a Borrower hereunder shall not be conditioned affected by (i) the failure of any Lender or contingent upon Issuing Bank or the pursuit by the Lenders Administrative Agent or Collateral Agent to assert any other person at any time of claim or demand or to enforce any right or remedy against the other Borrowers under the provisions of this Agreement or against any of the other Loan Documents or otherwise; (ii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement, any of the other Loan Documents or any other person which may be agreement; or become liable in respect (iii) the failure of all any Lender 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 Issuing Bank to exercise any right or remedy hereunder has been sought against any other Borrower. . (c) Each Borrower hereby expressly waivesfurther agrees that its agreement hereunder constitutes a promise of payment when due and not of collection, with respect and waives any right to require that any resort be had by any Lender or Issuing Bank to any balance of any deposit account or credit on the Loans made to books of any Lender or Issuing Bank in favor of any other Borrower or any other person. (d) The Obligations of each Borrower hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including compromise, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the amounts owing invalidity, illegality or unenforceability of the Obligations of the other Borrowers or otherwise. Without limiting the generality of the foregoing, the Obligations of each Borrower hereunder shall not be discharged or impaired or otherwise affected by such other Loan Parties in respect the failure 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 or Issuing Bank to assert any right, power claim or demand or to enforce any 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 ofLoan Document or any other agreement, by any waiver or modification in respect of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations of the other Borrowers, or security forby any other act or omission which may or might in any manner or to any extent vary the risk of such Borrower or otherwise operate as a discharge of such Borrower as a matter of law or equity. (e) Each Borrower further agrees that its obligations hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Obligation of the other Borrowers is rescinded or must otherwise be restored by the Administrative Agent, the Collateral Agent or any Lender or Issuing Bank upon the bankruptcy or reorganization of any of the other Borrowers or otherwise. (f) In furtherance of the foregoing and not in limitation of any other right which the Administrative Agent, the Collateral Agent or any Lender or Issuing Bank may have at law or in equity against any Borrower by virtue hereof, upon the failure of a Borrower to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each other Borrower hereby promises to and will, upon receipt of written demand by the Administrative Agent, forthwith pay, or cause to be paid, in cash the amount of such amounts owing hereunderunpaid Obligations, and thereupon each Lender shall, in a reasonable manner, assign the amount of the Obligations of the other Borrowers owed to it and paid by such Borrower pursuant to this guarantee to such Borrower, such assignment to be PRO TANTO to the extent to which the Obligations in question were discharged by such Borrower, or make such disposition thereof as such Borrower shall direct (all without recourse to any Lender and without any representation or warranty by any Lender). (g) Upon payment by a Borrower of any sums as provided above, all rights of such Borrower against another Borrower, as the case may be, arising as a result thereof by way of right of subrogation or otherwise shall in all respects be subordinated and junior in right of payment to the prior indefeasible payment in full of all the Obligations to the Lenders and Issuing Banks.

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 Subsidiary 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 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 or in any Loan Document to the contrary, prior to the consummation of the Merger, the Borrowers (a) Each Borrower agrees ----------------------------- that it shall be severally but not jointly fully liable for their respective portions of any all the Obligations both severally and all Loan Document Obligations. Immediately after jointly with the consummation of the Mergers, the Borrowers other Borrower; provided that AICI shall have joint and several no liability for Obligations in respect of all Loan Document Loans to AI until the receipt by the Administrative Agent of the certificate referred to in Section 4.02(a)(ii). (b) Each Borrower waives presentment to, demand of payment from and protest to the other Borrower of any of the 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 and also waives notice to or knowledge of the Borrowers) which constitutes, or might be construed to constitute, an equitable or legal discharge acceptance of the Borrowers’ liability hereunder, in bankruptcy or in any other instance, its obligations hereunder and the Loan Document Obligations notice of the Borrowers protest for nonpayment. The obligations of a Borrower hereunder shall not be conditioned affected by (i) the failure of any Lender or contingent upon the pursuit by the Lenders Administrative Agent to assert any claim or any other person at any time of demand or to enforce any right or remedy against the Borrowers other Borrower pursuant to or against arising from this Agreement or the Transactions or otherwise; (ii) any other person which may be or become liable in respect rescission of all or any part of the Loan Document Obligations terms or against provisions of this Agreement; or (iii) the failure of any Collateral Lender 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 Administrative Agent to exercise any right or remedy against the other Borrower. (c) Each Borrower further agrees that its agreement hereunder has been sought constitutes a promise of payment when due and not of collection, and waives any right to require that any resort be had by any Lender or the Administrative Agent to any balance of any deposit account or credit on the books of any Lender or the Administrative Agent in favor of the other Borrower or any other person. (d) The obligations of each Borrower hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including compromise, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations of the other Borrower or otherwise. Without limiting the generality of the foregoing, the obligations of each Borrower hereunder shall not be discharged or impaired or otherwise affected by the failure of any Lender or the Administrative Agent to assert any claim or demand or to enforce any remedy under this Agreement, by any waiver or modification in respect thereof, by any default, failure or delay, wilful or otherwise, in the performance of the Obligations of the other Borrower, or by any other act or omission which may or might in any manner or to any extent vary the risk of such Borrower or otherwise operate as a discharge of such Borrower as a matter of law or equity. (e) Each Borrower further agrees that its obligations hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Obligation of the other Borrower is rescinded or must otherwise be restored by any Lender or the Administrative Agent upon the bankruptcy or reorganization of the other Borrower or otherwise. (f) In furtherance of the foregoing and not in limitation of any other right which any Lender or the Administrative Agent may have at law or in equity against any Borrower by virtue hereof, upon the failure of a Borrower to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, the other Borrower. Each Borrower hereby expressly waivespromises to and will, with respect to any upon receipt of the Loans made to any other Borrower hereunder and any of the amounts owing hereunder written demand 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, forthwith pay, or cause to be paid, in cash the Collateral Agent amount of such unpaid Obligation, and thereupon each Lender shall, in a reasonable manner, assign the amount of the Obligations of the other Borrower owed to it and paid by such Borrower pursuant to this guarantee to such Borrower, such assignment to be pro tanto to the extent to which the Obligations in question were discharged by such Borrower, or make such disposition thereof as such Borrower shall direct (all without recourse to any Lender exhaust and without any rightrepresentation or warranty by any Lender). (g) Upon payment by a Borrower of any sums as provided above, 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 all rights of such amounts owing hereunderBorrower against the other Borrower arising as a result thereof by way of right of subrogation or otherwise shall in all respects be subordinated and junior in right of payment to the prior indefeasible payment in full of all the Obligations.

Obligations Joint and Several. Notwithstanding anything herein (a) Each Borrower hereby absolutely, unconditionally and irrevocably agrees that all obligations of any Borrower hereunder, now or hereafter existing under or in respect of this Agreement and the Notes (including, without limitation, any Loan Document to the contraryextensions, prior to the consummation modifications, substitutions, amendments or renewals of any or all of the Mergerforegoing obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (all such obligations, the Borrowers “Obligations”), shall be severally but not jointly liable for their respective portions joint and several obligations of all the Borrowers, and agrees to pay 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 Obligationsexpenses (including, without regard to any defense (other than the defense that payment in full has been made)limitation, 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 fees and expenses of the Borrowerscounsel) 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 incurred 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 in enforcing any right, power or remedy or proceed against such other Loan Parties rights under this Agreement or any Note. Without limiting the generality of the foregoing, each Borrower’s liability shall extend to all amounts that constitute part of the Obligations and would be owed by any other agreement Borrower to the Agent or instrument any Lender under or in respect of this Agreement or the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Borrower. (b) Each Borrower, and by its acceptance of this Agreement, the Agent and each Lender, hereby confirms that it is the intention of all such Persons that this Article VII and the Obligations of each Borrower hereunder not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law (as hereinafter defined), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Article VII and the Obligations of each Borrower hereunder. To effectuate the foregoing intention, the Agent, the Lenders and the Borrowers hereby irrevocably agree that the Obligations of each Borrower under this Article VII at any time shall be limited to the maximum amount as will result in the Obligations of such Borrower under this Article VII not constituting a fraudulent transfer or conveyance. For purposes hereof, “Bankruptcy Law” means any proceeding of the type referred to herein in Section 6.01(e) of this Agreement or against any other person under any other guarantee ofTitle 11, U.S. Code, or security forany similar foreign, any federal or state law for the relief of such amounts owing hereunderdebtors.

Obligations Joint and Several. Notwithstanding anything herein or in any Loan Document to the contrary(a) Each of NCCC, prior to the consummation of the MergerNCRC, the Borrowers NCMC, New Century and Home123 hereby acknowledges and agrees that it shall be jointly and severally but not jointly liable to Buyer for their respective portions all representations, warranties, covenants, obligations and indemnities of Seller hereunder. (b) Each Seller waives any and all Loan Document notice of the creation, renewal, extension or accrual of any of the Repurchase Obligations and notice of or proof of reliance by the Buyer upon the obligations of such Seller set forth herein or acceptance of such obligations by such Seller hereunder. Each Seller waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon each other Seller with respect to the Repurchase Obligations. Immediately after the consummation of the MergersEach Seller’s obligations shall be construed as continuing, the Borrowers shall have joint absolute and several liability in respect of all Loan Document Obligations, unconditional obligations without regard to (i) any defense defense, set-off or counterclaim (other than the a defense that of payment in full has been made), setoff or counterclaim performance) which may at any time be available to or be asserted by any other Loan Party Seller against the LendersBuyer, or by (ii) any other circumstance whatsoever (with or without notice to or knowledge of the Borrowersany Seller) which constitutes, or might be construed to constitute, an equitable or legal discharge of such Seller for the Borrowers’ liability hereunderRepurchase Obligations. Each Seller hereby waives any defense arising by reason of, in bankruptcy and any and all right to assert against the Buyer any claim or defense based upon, an election of remedies by the Buyer which in any other instancemanner impairs, and the Loan Document Obligations of the Borrowers hereunder shall not be conditioned or contingent upon the pursuit by the Lenders affects, reduces, releases, destroys and/or extinguishes such Seller’s subrogation rights, rights to proceed against such Seller or any other person at party for reimbursement or contribution, and/or any time other rights of such Seller to proceed against any right or remedy other Seller, against the Borrowers any other guarantor, 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. security. (c) 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 parties intend that the Administrative Agent, each Seller’s Repurchase Obligations are primary obligations and not in the Collateral Agent nature of a guaranty 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 hereundersuretyship.

Obligations Joint and Several. Notwithstanding anything herein (a) Each Borrower agrees that it shall, jointly with the other Borrowers and severally, be liable for all the Obligations. Each Borrower further agrees that the Obligations of the other Borrowers may be extended and renewed, in whole or in any Loan Document to the contrarypart, 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 further assent from it, and that it will remain bound upon its agreement hereunder notwithstanding any extension or renewal of any Obligation of the other Borrowers. (b) which constitutesEach Borrower waives presentment to, or might be construed demand of payment from and protest to constitute, an equitable or legal discharge the other Borrowers of any of the Borrowers’ liability hereunder, in bankruptcy or in any other instanceObligations, and the Loan Document Obligations also waives notice of the Borrowers acceptance of its obligations and notice of protest for nonpayment. The obligations of a Borrower hereunder shall not be conditioned affected by (i) the failure of any Lender or contingent upon the pursuit by the Lenders Administrative Agent to assert any claim or any other person at any time of demand or to enforce any right or remedy against the other Borrowers under the provisions of this Restated Credit Agreement or any of the other Loan Documents or otherwise, or (ii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Restated Credit Agreement, any of the other Loan Documents or any other agreement. (c) Each Borrower further agrees that its agreement hereunder constitutes a promise of payment when due and not of collection, and waives any right to require that any resort be had by any Lender to any balance of any deposit account or credit on the books of any Lender in favor of any other Borrower or any other person. (d) The Obligations of each Borrower hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including compromise, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations of the other Borrowers or against otherwise. Without limiting the generality of the foregoing, the obligations of each Borrower hereunder shall not be discharged or impaired or otherwise affected by the failure of the Administrative Agent or any Lender to assert any claim or demand or to enforce any remedy under this Restated Credit Agreement or under any other person which may be Loan Document or become liable any other agreement, by any waiver or modification in respect of all any thereof, by any default, failure or delay, wilful or otherwise, in the performance of the Obligations of the other Borrowers, or by any other act or omission which may or might in any manner or to any extent vary the risk of such Borrower or otherwise operate as a discharge of such Borrower as a matter of law or equity. (e) Each Borrower further agrees that its obligations hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Obligation of the Loan Document Obligations other Borrowers is rescinded or against must otherwise be restored by the Administrative Agent or any Collateral Lender upon the bankruptcy or Guarantee therefor or right reorganization 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 other Borrowers or otherwise. (f) In furtherance of the foregoing and not in limitation of any other right which the Administrative Agent or any Lender may have at law or in equity against any Borrower hereunder by virtue hereof, upon the failure of a Borrower to pay any Obligation when and any as the same shall become due, whether at maturity, by acceleration, after notice of the amounts owing hereunder prepayment or otherwise, each other Borrower hereby promises to and will, upon receipt of written demand 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, forthwith pay, or cause to be paid, in cash the Collateral Agent amount of such unpaid Obligations, and thereupon each Lender shall, in a reasonable manner, assign the amount of the Obligations of the other Borrowers owed to it and paid by such Borrower pursuant to this guarantee to such Borrower, such assignment to be pro tanto to the extent to which the Obligations in question were discharged by such Borrower, or make such disposition thereof as such Borrower shall direct (all without recourse to any Lender exhaust and without any rightrepresentation or warranty by any Lender). (g) Upon payment by a Borrower of any sums as provided above, 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 all rights of such amounts owing hereunderBorrower against another Borrower, as the case may be, arising as a result thereof by way of right of subrogation or otherwise shall in all respects be subordinated and junior in right of payment to the prior indefeasible payment in full of all the Obligations to the Lenders.

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 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 Obligations. A. Any indebtedness of such Loansany Borrower, 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 Subsidiary Guarantor or any other agreement Restricted Subsidiary now or instrument referred hereafter held by any Borrower is hereby subordinated in right of payment to herein or against any other person under any other guarantee of, or security for, any of such amounts owing hereunderthe Obligations.

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 #101458425v1 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 (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 notice, delivery, receipt, acceptance, approval, rejection or any other undertaking under any of the Loan Documents to be made by the Lead Borrower in respect of the Obligations of the Co-Borrower shall be deemed, where applicable, to be made in the Lead Borrower’s capacity as representative and agent on behalf of each Borrower, and any such action, notice, delivery, receipt, acceptance, approval, rejection or other undertaking 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 consummation of same extent as if 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 same had been made directly by such Borrower. (b) 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 in Same Day Funds 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’ either Borrower’s 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 either Borrower 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 Each Borrower hereby acknowledge acknowledges that this Agreement is the independent joint and several obligation of each Borrower (regardless of which Borrower shall have delivered a request Request for borrowings under Section 2.03Credit Extension) 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.. ​ 119 ​ 133055744_29 ​

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 The obligations of Borrower under this Agreement and the other Loan Document to the contrary, prior to the consummation of the Merger, the Borrowers Documents 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 with all other obligors hereof and thereof. (a) Each Co-Borrower has determined and represents to Bank that it is a legitimate business purpose and in respect its best interests to induce Bank to extend credit pursuant to this Agreement. Each Co-Borrower acknowledges and represents that its business is related to the business of every other Co-Borrower hereunder, and all commitments, advances and other credit extensions under this Agreement will individually and collectively benefit each Co-Borrower hereunder. (b) Each Co-Borrower has determined and represents to Bank that it has, and after giving effect to the transactions contemplated by this Agreement will have, assets having a fair market value in excess of its liabilities, after giving effect to any available rights of contribution or subrogation, and each Co-Borrower has, and will have, access to adequate capital for the conduct of its business and the ability to pay its debts as they mature. (c) Each Co-Borrower agrees that it is jointly and severally and unconditionally liable to Bank for, and will pay to Bank when due, the full amount of all Loan Document Obligationsexisting and future indebtedness arising in connection with any facility extended under this Agreement, and all modifications, extensions and renewals thereto, including, without regard limitation, all principal and interest, and all fees, costs and expenses chargeable to each Co-Borrower individually or collectively in connection with any facility hereunder. These obligations shall be in addition to any defense other obligations of any Co-Borrower under any other agreement with Bank entered into before or after the date of this Agreement, unless such other agreement is expressly modified or revoked in writing, and this Agreement shall not affect or invalidate the terms of any such other agreement, unless otherwise expressly provided herein. (other than d) The liability of a Co-Borrower for indebtedness hereunder shall be reinstated and revived and the defense rights of Bank shall continue if and to the extent that payment in full has been made), setoff or counterclaim which may for any reason any amount at any time be available to or be asserted paid on account of any facility under this Agreement by any other Loan Party against the Lenders, Co-Borrower or by any other circumstance whatsoever person or entity is rescinded or must otherwise be restored by Bank, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, all as though such amount had not been paid. (with or e) Each Co-Borrower authorizes Bank, without notice to or knowledge demand on such Co-Borrower, and without affecting such Co-Borrower’s liability for indebtedness incurred under any facility extended under this Agreement, from time to time to: (i) alter, compromise, extend, accelerate or otherwise change the time for payment of, or otherwise change the terms of, the indebtedness of any other Co-Borrower to Bank on account of any such facilities; (ii) take and hold security from any other Co-Borrower for the payment of indebtedness incurred under any facility extended under this Agreement, and exchange, enforce, waive, subordinate or release any such security; (iii) apply such security and direct the order or manner of sale thereof, including, without limitation, a non-judicial sale permitted by the terms of the Borrowers) which constitutescontrolling security agreement, mortgage, or might be construed to constitutedeed of trust, an equitable as Bank in its discretion may determine; (iv) release or legal discharge substitute any one or more of the Borrowers’ liability endorsers or any guarantors of any facility hereunder, in bankruptcy or any other party obligated thereon; and (v) apply payments received by Bank from any other Co-Borrower to indebtedness of such other Co-Borrower to Bank other than to any facility extended under this Agreement. (f) Each Co-Borrower represents and warrants to Bank that it has established adequate means of obtaining from every other Co-Borrower on a continuing basis financial and other information relating to the financial condition of every other Co-Borrower, and each Co-Borrower agrees to keep adequately informed by such means of any facts, events or circumstances which might in any way affect its risks hereunder. Each Co-Borrower further agrees that Bank shall have no obligation to disclose to it any information or material about any other instance, and the Loan Document Obligations of the Borrowers hereunder shall not be conditioned or contingent upon the pursuit Co-Borrower which is acquired by the Lenders Bank in any manner. (g) Each Co-Borrower waives any right to require Bank to: (i) proceed against any other Co-Borrower or any other person at or entity; (ii) proceed against or exhaust any time security held from any other Co-Borrower or any other person or entity; (iii) pursue any other remedy in Bank’s power; (iv) apply payments received by Bank from any other Co-Borrower to any facility extended under this Agreement; (v) make any presentments or demands for performance, or give any notices of nonperformance, protests, notices of protest or notices of any right kind, including, without limitation, any notice of nonperformance, protest, notice of protest, notice of dishonor, notice of intention to accelerate or remedy notice of acceleration; or (vi) set off against the indebtedness the fair value of any real or personal property given as collateral for the indebtedness (whether such right of setoff arises under statute or otherwise). In addition to the foregoing, each Co-Borrower specifically waives any statutory right it might have to require Bank to proceed against other Co-Borrowers or any collateral that secures the indebtedness. (h) Each Co-Borrower waives to the extent permitted by applicable law any defense to its liability for repaying any facility extended under this Agreement based upon or arising by reason of: (i) any disability or other defense of any other Co-Borrower or any other person or entity; (ii) the cessation or limitation from any cause whatsoever, other than payment in full, of the liability of any other Co-Borrower for the facility extended under this Agreement; (iii) any lack of authority of any officer, director, partner, agent or other person acting or purporting to act on behalf of any other Co-Borrower or any defect in the formation of any other Co-Borrower; (iv) the application by any other Co-Borrower of the proceeds of any facility extended under this Agreement for purposes other than the purposes intended or understood by Bank or each other Co-Borrower; (v) any act or omission by Bank which directly or indirectly results in or aids the discharge of any other Co-Borrower by operation of law or otherwise, or which in any way impairs or suspends any rights or remedies of Bank against any other person which may be or become liable in respect of all or Co-Borrower; (vi) any part impairment of the Loan Document Obligations value of any interest in any security for any facility extended under this Agreement, including, without limitation, the failure to obtain or against maintain perfection or recordation of any Collateral interest in any such security, the release of any such security without substitution, and/or the failure to preserve the value of, or Guarantee therefor to comply with applicable law in disposing of, any such security; or right (vii) any modification of offset with respect thereto. The Borrowers hereby acknowledge that the indebtedness of any other Co-Borrower for any facility extended under this Agreement, including, without limitation, the renewal, extension, acceleration or other change in time for payment of, or other change in the terms of, the indebtedness of any Co-Borrower for any facility extended under this Agreement, including increase or decrease of the rate of interest thereon. (i) Until each facility extended under this Agreement is the independent and several obligation of each Borrower (regardless of which all indebtedness arising under or in connection with this Agreement shall have been paid in full, no Co-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 Borrowerof subrogation. Each Co-Borrower hereby expressly waiveswaives all rights and defenses it may have arising out of (i) any election of remedies by Bank, even though that election of remedies, such as a non-judicial foreclosure with respect to any security for each facility extended under this Agreement, destroys its rights of subrogation or its rights to proceed against any other Co-Borrower for reimbursement, or (ii) any loss of rights it may suffer by reason of any rights, powers or remedies of any other Co-Borrower in connection with any anti-deficiency laws or any other laws limiting, qualifying or discharging any Co-Borrower’s indebtedness for each facility extended under this Agreement, whether by operation of law, or otherwise, including any rights Co-Borrower may have to claim a fair market credit with respect to a deficiency or have a fair market value hearing to determine the size of a deficiency following any foreclosure sale or other disposition of any real property security for any portion of the Loans made indebtedness, and Co-Borrower waives any right Co-Borrower may have under any “one-action” rule. Co-Borrower further waives the benefit of any homestead, exemption or other similar laws. (j) Until all indebtedness of each Co-Borrower to Bank arising under or in connection with this Agreement shall have been paid in full, each Co-Borrower waives any right to enforce any remedy which Bank now has or may hereafter have against any other Co-Borrower hereunder or any other person or entity, and waives any benefit of, or any right to participate in, any security now or hereafter held by Bank. To the fullest extent permitted by applicable law, Co-Borrower waives all rights of a surety and the benefits of any applicable suretyship law, statute or regulation, and without limiting any of the amounts owing hereunder by such other Loan Parties in respect of such Loanswaivers set forth herein, 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 Co-Borrower further waives any other agreement fact or instrument referred event that, in the absence of this provision, would or might constitute or afford a legal or equitable discharge or release of or defense to herein or against any other person under any other guarantee of, or security for, any of such amounts owing hereunderCo-Borrower.

Obligations Joint and Several. Notwithstanding anything (a) Anything herein or in any Loan Document to the contrarycontrary notwithstanding, prior to each Borrower hereby agrees and acknowledges that the consummation obligations 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 of all Loan Document Obligations, without regard to any defense (other than with 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 obligations 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 Borrower 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 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. (b) 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, either 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. (c) 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. (d) Any Indebtedness of a Borrower now or hereafter held by the other Borrower hereunder and any is hereby subordinated in right of payment 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 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 (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. (b) The provisions of the Guaranty set forth in Sections 2, 4 and 5 thereof are hereby incorporated by reference and shall be deemed to apply to the Term Loan Obligations of the Co-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 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 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 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.

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. (b) The provisions of the Guaranty set forth in Sections 2, 4 and 5 thereof are hereby incorporated by reference and shall be deemed to apply to the Term Loan Obligations of the Co-Borrowers mutatis mutandis as if set forth herein. 11190 Biscayne, LLC Florida ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLC North Carolina Adheris, Inc. Delaware Allidura Communications, LLC Delaware Anova Clinical Resources LLC Delaware AWAC LLC Georgia Axcelo MSL Solutions, LLC Ohio BioSector 2 LLC New York Blue Diesel, LLC Ohio BrandTectonics, L.L.C. New York Cadent Medical Communications, LLC Ohio ▇▇▇▇▇▇▇▇ Alliance Group, Inc. North Carolina Campbell Alliance Market Research and Analytics, LLC Delaware ▇▇▇▇▇▇▇▇▇▇▇ Communications Group LLC Delaware ▇▇▇▇▇▇▇▇ Chicco Agency, L.L.C. New York ▇▇▇▇▇▇▇▇ Chicco Companies LLC Delaware ▇▇▇▇▇▇▇▇ Chicco Productions LLC New York Essential Group International LLC Delaware Franklin Pharma Services, LLC New Jersey ▇▇▇▇▇▇, ▇▇▇▇▇/▇▇▇▇▇▇▇▇▇▇ Advertising, LLC Ohio HHI Clinical & Statistical Research Services, L.L.C. Delaware Ignite Health LLC Delaware inChord Holding Corporation Delaware Ingenix Pharmaceutical Services, Inc. Delaware Interphaz Bioconsulting, LLC Ohio inVentiv Advance Insights, Inc. New Jersey inVentiv Clinical Solutions LLC Delaware inVentiv Communications, Inc. Ohio inVentiv Holdings, Inc. Delaware inVentiv Medical Education Group, LLC Ohio Litmus Medical Marketing Services LLC New York Medconference LLC Delaware MedFocus LLC Delaware Navicor Group, LLC Ohio Palio Communications, LLC Ohio ParagonRx International LLC Delaware Patient Marketing Group LLC New Jersey PDGI Holdco, Inc. Delaware Pharma Holdings, Inc. Delaware Pharmaceutical Institute, Inc. North Carolina PharmaNet Development Group, Inc. Delaware PharmaNet FAR, LLC Delaware PharmaNet Resource Solutions, LLC Delaware PharmaNet USA, Inc. New Jersey PharmaNet, LLC Delaware PharmaSoft, LLC Delaware Promotech Logistics Solutions, LLC Delaware PromoTech Research Associates, Inc. Colorado Raven Holdco LLC Delaware Searento Trust LLC Florida ▇▇▇▇▇ ▇▇▇▇▇▇ Associates LLC Delaware ▇▇▇▇▇ ▇▇▇▇▇▇ Consulting Group LLC Delaware ▇▇▇▇▇ ▇▇▇▇▇▇ Holding Corporation Delaware South Florida Kinetics, Inc. Florida Synergos LLC Delaware The Center for Biomedical Continuing Education, LLC Ohio The Selva Group, LLC Ohio Ventiv Commercial Services, LLC New Jersey VerStone Digital, LLC New York 11190 Biscayne, LLC Florida ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLC North Carolina AWAC LLC ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Chicco Companies LLC Delaware Franklin Pharma Services, LLC New Jersey Ignite Health LLC Delaware Ingenix Pharmaceutical Services, Inc Delware inVentiv Advance Insights, Inc. New Jersey inVentiv Communications, Inc Ohio Patient Marketing Group LLC New Jersey PDGI Holdco, Inc. Delaware Pharma Holdings, Inc. Delaware PharmaNet Development Group, Inc. Delaware PharmaNet FAR, LLC Delaware PharmaNet Resource Solutions, LLC Delaware PharmaNet USA, Inc. New Jersey PharmaNet, LLC Delaware PharmaSoft, LLC Delaware Promotech Logistics Solutions, LLC Delaware PromoTech Research Associates, Inc. Colorado Searento Trust LLC Florida ▇▇▇▇▇ ▇▇▇▇▇▇ Holding Corporation Delaware South Florida Kinetics, Inc. Florida Ventiv Commercial Services, LLC New Jersey Date: [—] To: Citibank, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to the Amended and Restated Credit Agreement dated as of July [ ], 2011 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among inVentiv Holdings, Inc., a Delaware corporation, inVentiv Health, Inc., a Delaware corporation (the “Parent Borrower”), the entities listed on Schedule II thereto (each a “Borrower” and together with the Parent Borrower, the “Borrowers”), each lender from time to time party thereto and Citibank, N.A. as Administrative Agent, Swing Line Lender and L/C Issuer. The undersigned hereby request[s] (select one): A Borrowing of: ¨ Revolving Credit Loans ¨ Term B-3 Loans OR ¨ A conversion or continuation of [Revolving Credit] [Original Term B Loans][Term B-3 Loans] 1. On (a Business Day). 2. In the amount of .

Obligations Joint and Several. Notwithstanding anything herein or in any Loan Document to the contrary(a) Each of Encore, prior to the consummation of the Merger, the Borrowers ECC and Bravo hereby acknowledges and agrees that it shall be jointly and severally but not jointly liable to Buyer for their respective portions all representations, warranties, covenants, obligations and indemnities of Seller hereunder. (b) Each of Encore, ECC and Bravo waives any and all Loan Document notice of the creation, renewal, extension or accrual of any of the Repurchase Obligations and notice of or proof of reliance by Buyer upon the obligations of such Person set forth herein or acceptance of such obligations by such Person hereunder. Each of Encore, ECC and Bravo waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon each other Seller with respect to the Repurchase Obligations. Immediately after the consummation Each of the MergersEncore’s, the Borrowers ECC’s and Bravo’s obligations shall have joint be construed as continuing, absolute and several liability in respect of all Loan Document Obligations, unconditional obligations without regard to (i) any defense defense, set-off or counterclaim (other than the a defense that of payment in full has been made), setoff or counterclaim performance) which may at any time be available to or be asserted by any other Loan Party Seller against the LendersBuyer, or by (ii) any other circumstance whatsoever (with or without notice to or knowledge of the Borrowersany Seller) which constitutes, or might be construed to constitute, an equitable or legal discharge of such Seller for the Borrowers’ liability hereunderRepurchase Obligations. Each of Encore, in bankruptcy ECC and Bravo hereby waives any defense arising by reason of, and any and all right to assert against Buyer any claim or defense based upon, an election of remedies by Buyer which in any other instancemanner impairs, and the Loan Document Obligations of the Borrowers hereunder shall not be conditioned or contingent upon the pursuit by the Lenders affects, reduces, releases, destroys and/or extinguishes such Seller’s subrogation rights, rights to proceed against such Seller or any other person at party for reimbursement or contribution, and/or any time other rights of such Seller to proceed against any right or remedy other Seller, against the Borrowers any other guarantor, or against any other person which may be or become liable security. (c) The parties intend that each of Encore’s, ECC’s and Bravo’s Repurchase Obligations are primary obligations and not in respect the nature of all a guaranty 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 hereundersuretyship.]

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 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 #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 (a) Each US Borrower hereby absolutely, unconditionally and irrevocably agrees that all obligations of any US Borrower hereunder, now or hereafter existing under or in respect of this Agreement and the Notes (including, without limitation, any Loan Document to the contraryextensions, prior to the consummation modifications, substitutions, amendments or renewals of any or all of the Mergerforegoing obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (all such obligations, the Borrowers “Obligations”), shall be severally but not jointly liable for their respective portions joint and several obligations of all the US Borrowers, and agrees to pay 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 Obligationsexpenses (including, without regard to any defense (other than the defense that payment in full has been made)limitation, 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 fees and expenses of the Borrowerscounsel) 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 incurred 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 in enforcing any right, power or remedy or proceed against such other Loan Parties rights under this Agreement or any other agreement or instrument referred Note. Without limiting the generality of the foregoing, each US Borrower’s liability shall extend to herein or against all amounts that constitute part of the Obligations and would be owed by any other person US Borrower to the Agent or any Lender under or in respect of this Agreement or the Notes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other US Borrower. (b) Each US Borrower, and by its acceptance of this Agreement, the Agent and each Lender, hereby confirms that it is the intention of all such Persons that this Article VII and the Obligations of each US Borrower hereunder not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any other guarantee ofsimilar foreign, federal or security forstate law to the extent applicable to this Article VII and the Obligations of each US Borrower hereunder. To effectuate the foregoing intention, the Agent, the Lenders and the US Borrowers hereby irrevocably agree that the Obligations of each US Borrower under this Article VII at any time shall be limited to the maximum amount as will result in the Obligations of such US Borrower under this Article VII not constituting a fraudulent transfer or conveyance. (c) Each US Borrower hereby unconditionally and irrevocably agrees that in the event any payment shall be required to be made to any Lender under this Agreement or any Note, such US Borrower will contribute, to the maximum extent permitted by law, such amounts owing hereunderto each other US Borrower so as to maximize the aggregate amount paid to the Lenders under or in respect of this Agreement and the Notes.

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 (a) Each Borrower ----------------------------- agrees that it shall be severally but not jointly fully liable for their respective portions of any all the Obligations both severally and all Loan Document Obligations. Immediately after jointly with the consummation of the Mergers, the Borrowers other Borrower; provided that AICI shall have joint and several no liability for Obligations in respect of all Loan Document Loans to AI until the receipt by the Administrative Agent of the certificate referred to in Section 4.02(a)(ii). (b) Each Borrower waives presentment to, demand of payment from and protest to the other Borrower of any of the 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 and also waives notice to or knowledge of the Borrowers) which constitutes, or might be construed to constitute, an equitable or legal discharge acceptance of the Borrowers’ liability hereunder, in bankruptcy or in any other instance, its obligations hereunder and the Loan Document Obligations notice of the Borrowers protest for nonpayment. The obligations of a Borrower hereunder shall not be conditioned affected by (i) the failure of any Lender or contingent upon the pursuit by the Lenders Administrative Agent to assert any claim or any other person at any time of demand or to enforce any right or remedy against the Borrowers other Borrower pursuant to or against arising from this Agreement or the Transactions or otherwise; (ii) any other person which may be or become liable in respect rescission of all or any part of the Loan Document Obligations terms or against provisions of this Agreement; or (iii) the failure of any Collateral Lender 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 Administrative Agent to exercise any right or remedy against the other Borrower. (c) Each Borrower further agrees that its agreement hereunder has been sought constitutes a promise of payment when due and not of collection, and waives any right to require that any resort be had by any Lender or the Administrative Agent to any balance of any deposit account or credit on the books of any Lender or the Administrative Agent in favor of the other Borrower or any other person. (d) The obligations of each Borrower hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including compromise, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations of the other Borrower or otherwise. Without limiting the generality of the foregoing, the obligations of each Borrower hereunder shall not be discharged or impaired or otherwise affected by the failure of any Lender or the Administrative Agent to assert any claim or demand or to enforce any remedy under this Agreement, by any waiver or modification in respect thereof, by any default, failure or delay, wilful or otherwise, in the performance of the Obligations of the other Borrower, or by any other act or omission which may or might in any manner or to any extent vary the risk of such Borrower or otherwise operate as a discharge of such Borrower as a matter of law or equity. (e) Each Borrower further agrees that its obligations hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Obligation of the other Borrower is rescinded or must otherwise be restored by any Lender or the Administrative Agent upon the bankruptcy or reorganization of the other Borrower or otherwise. (f) In furtherance of the foregoing and not in limitation of any other right which any Lender or the Administrative Agent may have at law or in equity against any Borrower by virtue hereof, upon the failure of a Borrower to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, the other Borrower. Each Borrower hereby expressly waivespromises to and will, with respect to any upon receipt of the Loans made to any other Borrower hereunder and any of the amounts owing hereunder written demand 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, forthwith pay, or cause to be paid, in cash the Collateral Agent amount of such unpaid Obligation, and thereupon each Lender shall, in a reasonable manner, assign the amount of the Obligations of the other Borrower owed to it and paid by such Borrower pursuant to this guarantee to such Borrower, such assignment to be pro tanto to the extent to which the Obligations in question were discharged by such Borrower, or make such disposition thereof as such Borrower shall direct (all without recourse to any Lender exhaust and without any rightrepresentation or warranty by any Lender). (g) Upon payment by a Borrower of any sums as provided above, 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 all rights of such amounts owing hereunderBorrower against the other Borrower arising as a result thereof by way of right of subrogation or otherwise shall in all respects be subordinated and junior in right of payment to the prior indefeasible payment in full of all the Obligations.

Obligations Joint and Several. Notwithstanding anything herein or in any Loan Document to the contrary, prior to the consummation (a) Each Borrower shall be jointly and severally liable for all of the Merger, obligations of the Borrowers shall under this Agreement, regardless of which Borrower actually receives the proceeds of the Loans or the benefit of any other extensions of credit hereunder, or the manner in which the Borrowers or the Bank account therefor in their respective books and records. (b) Each Borrower acknowledges that it will enjoy significant benefits from the business conducted by the other Borrower because of, inter alia, their combined ability to bargain with other Persons including without limitation their ability to receive the credit extensions under this Agreement, which would not have been available to an individual Borrower acting alone. Each Borrower has determined that it is in its best interest to procure the credit facilities contemplated hereunder, with the credit support of the other Borrower as contemplated by this Agreement. (c) The Bank advised the Borrowers that it is unwilling to enter into this Agreement and make available the credit facilities extended hereby or thereby to a Borrower unless the other Borrower agrees, among other things, to be jointly and severally but not jointly liable for their respective portions of any the due and all Loan Document Obligations. Immediately after the consummation proper payment of the MergersLoans of the other Borrower under this Agreement. Each Borrower has determined that it is in its best interest and in pursuit of its purposes that it so induce the Bank to extend credit pursuant to this Agreement (i) because of the desirability to each Borrower of the credit facilities hereunder and the interest rates and the modes of borrowing available hereunder, (ii) because each Borrower may engage in transactions jointly with other Borrower, and (iii) because each Borrower may require, from time to time, access to funds under this Agreement for the Borrowers shall have purposes herein set forth. Each Borrower, individually, expressly understands, agrees and acknowledges, that the credit facilities contemplated hereunder would not be made available on the terms herein in the absence of the collective credit of the Borrowers, and the joint and several liability in respect of all Loan Document Obligationssuch Persons hereunder. Accordingly, each Borrower individually acknowledges that the benefit of the accommodations made under this Agreement to the Borrowers as a whole constitutes reasonably equivalent value, regardless of the amount of the indebtedness actually borrowed by, advanced to, or the amount of credit provided to, or the amount of collateral provided by, any individual Borrower. (d) Each Borrower has determined that it has and, after giving effect to the transactions contemplated by this Agreement (including, without regard limitation, the inter-Borrower arrangement set forth in this Section) will have, assets having a fair saleable value in excess of the amount required to pay its probable liability on its existing debts as they fall due for payment and that the sum of its debts is not and will not then be greater than all of its property at a fair valuation, that such Borrower has, and will have, access to adequate capital for the conduct of its business and the ability to pay its debts from time to time incurred in connection therewith as such debts mature and that the value of the benefits to be derived by such Borrower from the access to funds under this Agreement (including, without limitation, the inter-Borrower arrangement set forth in this Section) in reasonably equivalent to the obligations undertaken pursuant hereto. (e) To the extent that applicable law otherwise would render the full amount of the joint and several obligations of any defense Borrower hereunder invalid or unenforceable, such Borrower's obligations hereunder shall be limited to the maximum amount which does not result in such invalidity or unenforceability; provided, however, that each Borrower's obligations hereunder shall be presumptively valid and enforceable to their fullest extent in accordance with the terms hereof, as if this Section were not a part of this Agreement. (f) To the extent that either Borrower shall make a payment under this Section of all or any of the Obligations (other than credit facilities made to that Borrower for which it is primarily liable) (a "Joint Liability Payment") which, taking into account all other Joint Liability Payments then previously or concurrently made by the defense other Borrower, exceeds the amount which such Borrower would otherwise have paid if each Borrower had paid the aggregate Obligations satisfied by such Joint Liability Payments in the same proportion that such Borrower's "Allocable Amount" (as defined below) (as determined immediately prior to such Joint Liability Payments) bore to the aggregate Allocable Amounts of each of the Borrowers as determined immediately prior to the making of such Joint Liability Payments, then, following indefeasible payment in full has been made)in cash of the Obligations and termination of the Commitment, setoff such Borrower shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, the other Borrower for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Joint Liability Payments. As of any date of determination, the "Allocable Amount" of either Borrower shall be equal to the maximum amount of the claim which could then be recovered from such Borrower under this Section without rendering such claim voidable or counterclaim which may avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (g) The Bank is hereby authorized, without notice or demand and with affecting the liability of the other Borrower hereunder, to, at any time be available and from time to time, (i) renew, extend or be asserted by otherwise increase the time for payment of the Obligations; (ii) accept partial payments of the Obligations; and (iii) settle, release, compromise, collect or otherwise liquidate the Obligations in any manner, without affecting or impairing the obligations of either Borrower. Except as specifically provided in this Agreement, the Bank shall have the exclusive right to determine the time and manner of application of any payments or credits, whether received from either Borrower or any other Loan Party against source, and such determination shall be binding on both Borrowers. All such payments and credits may be applied, reversed and reapplied, in whole or in part, to any of the LendersObligations. The Bank shall determine in its sole discretion without affecting the validity or enforceability of the Obligations of the other Borrower. (h) Each Borrower hereby agrees that, except as hereinafter provided, its obligations hereunder shall be unconditional, irrespective of (i) the absence of any attempt to collect the Obligations from any obligor or other action to enforce the same; (ii) the waiver or consent by the Bank with respect to any provision of any instrument evidencing the Obligations, or any part thereof, or any other agreement heretofore, now or hereafter executed by either Borrower and delivered to the Bank; (iii) failure by the Bank to preserve its rights with respect to the Obligations; (iv) the institution of any proceeding under the United States Bankruptcy Code, or any similar proceeding, by or against either Borrower or the Bank's election in any such proceeding of the application of Section 1111(b)(2) of the United States Bankruptcy Code; (v) any borrowing or grant of a security interest by either Borrower as debtor-in-possession, under Section 364 of the United States Bankruptcy Code; (vi) the disallowance, under Section 502 of the United States Bankruptcy Code, or all or any portion of the Bank's claim(s) for repayment of any of the Obligations; or (vii) any other circumstance whatsoever (with or without notice to or knowledge other than payment in full of the BorrowersObligations which might otherwise constitute a legal or equitable discharge or defense of a guarantor or surety. (i) which constitutesUntil all Obligations have been paid and satisfied in full and the Commitment hereunder is terminated, no payment made by or might be construed to constitutefor the account of either Borrower including, an equitable or legal discharge without limitation, a payment made by such Borrower on behalf of the Borrowers’ liability hereunder, in bankruptcy or in any other instance, and the Loan Document Obligations liabilities of the Borrowers hereunder other Borrower shall entitle such Borrower, by subrogation or otherwise, to any payment from the other Borrower or from or out of the other Borrower's property and such Borrower shall not be conditioned or contingent upon the pursuit by the Lenders or any other person at any time of exercise any right or remedy against the other Borrower or any property of the other Borrower by reason of any performance of such Borrower of its joint and several obligations hereunder. (j) Any notice given by one Borrower hereunder shall constitute and be deemed to be notice given by both Borrowers, jointly and severally. Notice given by the Bank to any one Borrower hereunder in accordance with the terms hereof shall constitute notice to each Borrower. The knowledge of one Borrower shall be imputed to the other Borrower and any consent by one Borrower shall constitute the consent of and shall bind the other Borrower. (k) This Section is intended only to define the relative rights of the Borrowers and nothing set forth in this Section is intended to or shall impair the obligations of the Borrowers, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement. Nothing contained in this Section shall limit the liability of either Borrower to pay the credit facilities made directly or indirectly to that Borrower and accrued interest, fees and expenses with respect thereto for which such Borrower shall be primarily liable. (l) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of each Borrower to which such contribution and indemnification is owing. The rights of either indemnifying Borrower against the other Borrower under this Section shall be exercisable upon the full and indefeasible payment of the Obligations and the termination of the credit facilities hereunder. (m) This Agreement is a primary and original obligation of each of the Borrowers and each of the Borrowers shall be liable for all existing and future Obligations of any other person which may be Borrower as fully as if such Obligations were directly incurred by such Borrower. (n) Each Borrower, as joint and several primary obligor of the Obligations directly incurred by the other Borrower, authorizes the Bank, without giving notice to such Borrower or become liable in respect obtaining such Borrower's consent or any other Borrower's consent and without affecting the liability of such Borrower for the Obligations directly incurred by the other Borrower, from time to time to: (i) compromise, settle, renew, extend the time for payment, change the manner or terms of payment, discharge the performance of, decline to enforce, or release all or any part of the Loan Document Obligations; grant other indulgences to the other Borrower in respect thereof; or modify in any manner any documents relating to the Obligations; (ii) declare all Obligations or against any Collateral or Guarantee therefor or right due and payable upon the occurrence and during the continuance of offset with respect thereto. The Borrowers hereby acknowledge that this Agreement is an Event of Default; (iii) apply payments received by the independent and several obligation of each Bank from either 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 Obligations, in such order as the Loans made to any other Borrower hereunder and any of the amounts owing hereunder by such other Loan Parties Bank shall determine, in respect of such Loansits sole discretion; and (iv) exercise, diligencein its sole discretion, 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 combination thereof which may then be available to the Bank, since it is 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 ofBorrower's intent that the Obligations be absolute, or security for, any independent and unconditional obligations of such amounts owing hereunderBorrower under all circumstances. (o) Each Borrower further agrees that its obligations hereunder shall not be impaired in any manner whatsoever by any bankruptcy, extensions, moratoria or other relief granted to the other Borrower pursuant to any statute presently in force or hereafter enacted.

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 contrary(a) Each of NCCC, prior to the consummation of the Merger, the Borrowers NCRC and NCMC hereby acknowledges and agrees that it shall be jointly and severally but not jointly liable to Buyer for their respective portions all representations, warranties, covenants, obligations and indemnities of Seller hereunder. (b) Each Seller waives any and all Loan Document notice of the creation, renewal, extension or accrual of any of the Repurchase Obligations and notice of or proof of reliance by the Buyer upon the obligations of such Seller set forth herein or acceptance of such obligations by such Seller hereunder. Each Seller waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon each other Seller with respect to the Repurchase Obligations. Immediately after the consummation of the MergersEach Seller’s obligations shall be construed as continuing, the Borrowers shall have joint absolute and several liability in respect of all Loan Document Obligations, unconditional obligations without regard to (i) any defense defense, set-off or counterclaim (other than the a defense that of payment in full has been made), setoff or counterclaim performance) which may at any time be available to or be asserted by any other Loan Party Seller against the LendersBuyer, or by (ii) any other circumstance whatsoever (with or without notice to or knowledge of the Borrowersany Seller) which constitutes, or might be construed to constitute, an equitable or legal discharge of such Seller for the Borrowers’ liability hereunderRepurchase Obligations. Each Seller hereby waives any defense arising by reason of, in bankruptcy and any and all right to assert against the Buyer any claim or defense based upon, an election of remedies by the Buyer which in any other instancemanner impairs, and the Loan Document Obligations of the Borrowers hereunder shall not be conditioned or contingent upon the pursuit by the Lenders affects, reduces, releases, destroys and/or extinguishes such Seller’s subrogation rights, rights to proceed against such Seller or any other person at party for reimbursement or contribution, and/or any time other rights of such Seller to proceed against any right or remedy other Seller, against the Borrowers any other guarantor, 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. security. (c) 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 parties intend that the Administrative Agent, each Seller’s Repurchase Obligations are primary obligations and not in the Collateral Agent nature of a guaranty 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 hereundersuretyship.

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.