any Accrued Obligations, plus

A surviving entity will be deemed to have “assumed by the surviving entity or otherwise equitably converted or substituted” an Award or Option under this Plan if the surviving entity substitutes an Award or Option under this Plan or an award or stock option under a plan of the surviving entity having equivalent value to and terms and conditions no less favorable than the original Award or Option, or otherwise assumes the obligations under and/or equitably adjusts such original Award or Option. The Committee or the Board shall have sole authority to determine whether the proposed assumption of an Award or Option by a surviving entity meets the requirements listed in this Section 12(c)(1).

to the extent the Corporation is not the surviving Person in such transaction, the Holder(s) will receive the stock of the Person surviving such transaction and such stock shall have voting powers, preferences and relative, participating, optional or other special rights as nearly equal as possible to those provided in this Certificate of Incorporation; and

“Obligations” means all unpaid principal of and accrued and unpaid interest on the Loans, all Reimbursement Obligations and accrued and unpaid interest thereon, all accrued and unpaid fees and all expenses, reimbursements, indemnities and other obligations of any Borrower to the Lenders or to any Lender, any Issuer, the Administrative Agent or any indemnified party arising under the Loan Documents.

“Accrued Rent Obligations”: the aggregate unpaid rent obligations in the amount of

any Consolidated Entity of the [[Consolidated Parties:Organization]] may merge with the [[Consolidated Parties:Organization]] or any other Consolidated Entity, provided that when merging with the [[Consolidated Parties:Organization]], the [[Consolidated Parties:Organization]] shall be the continuing or surviving Person, provided further that when the [[Consolidated Parties:Organization]], any Guarantor or any Co-[[Consolidated Parties:Organization]] is merging with another Consolidated Entity of the [[Consolidated Parties:Organization]], the [[Consolidated Parties:Organization]], such Guarantor or Co-[[Consolidated Parties:Organization]], as applicable, shall be the continuing or surviving Person or the surviving entity shall assume all guarantee obligations of the Guarantor and, if applicable, all obligations of such party as a Co-[[Consolidated Parties:Organization]] simultaneously with such merger;

Notwithstanding anything contained in this Agreement to the contrary, this Section 5.10 shall survive the consummation of the Merger indefinitely and shall be binding, jointly and severally, on BRPA and the Surviving Corporation and all successors and assigns of BRPA and the Surviving Corporation. In the event that BRPA, the Surviving Corporation or any of their respective successors or assigns consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, BRPA and the Surviving Corporation shall ensure that proper provision shall be made so that the successors and assigns of BRPA or the Surviving Corporation, as the case may be, shall succeed to the obligations set forth in this Section 5.10. The obligations of BRPA and the Surviving Corporation under this Section 5.10 shall not be terminated or modified in such a manner as to materially and adversely affect any present and former director and officer of BRPA, the Company and each of the Company’s Subsidiaries to whom this Section 5.10 applies without the consent of the affected Person.

Obligations Several; Independent Nature of Lenders’ Rights. The obligation of each Lender hereunder is several, and no Lender shall be responsible for the obligation or commitment of any other Lender hereunder. Nothing contained in this Agreement or any of the other Financing Agreements and no action taken by the Lenders pursuant hereto or thereto shall be deemed to constitute the Lenders to be a partnership, an association, a joint venture or any other kind of entity. The amounts payable at any time hereunder to each Lender shall be a separate and independent debt, and subject to [Section 12.3] hereof, each Lender shall be entitled to protect and enforce its rights arising out of this Agreement and it shall not be necessary for any other Lender to be joined as an additional party in any proceeding for such purpose.

Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder hereunder are several and not joint with the obligations of any other Holder hereunder, and no Holder shall be responsible in any way for the performance of the obligations of any other Holder hereunder. Nothing contained herein or in any other agreement or document delivered at any closing, and no action taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Holders are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by this Agreement or any other matters, and [[Organization A:Organization]] acknowledges that the Holders are not acting in concert or as a group, and [[Organization A:Organization]] shall not assert any such claim, with respect to such obligations or transactions. Each Holder shall be entitled to protect and enforce its rights, including without limitation the rights arising out of this Agreement, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose. The use of a single agreement with respect to the obligations of [[Organization A:Organization]] contained was solely in the control of [[Organization A:Organization]], not the action or decision of any Holder, and was done solely for the convenience of [[Organization A:Organization]] and not because it was required or requested to do so by any Holder. It is expressly understood and agreed that each provision contained in this Agreement is between [[Organization A:Organization]] and a Holder, solely, and not between [[Organization A:Organization]] and the Holders collectively and not between and among Holders.

Successors of ​. The rights and obligations of ​ under this Agreement shall inure to the benefit of, and shall be binding upon, the successors and assigns of ​, including any Successor Company. This Agreement shall be assignable by ​ in the event of a merger or similar transaction in which ​ is not the surviving entity, or a sale of all or substantially all of ​’s assets.