Common use of Absolute and Unconditional Clause in Contracts

Absolute and Unconditional. The Guarantor hereby agrees that its obligations hereunder shall be absolute and shall be complete and binding. This Guarantee Agreement contains the full agreement of the Guarantor and is not subject to any oral conditions. The Guarantor agrees that the obligations of the Guarantor set forth in this Guarantee Agreement shall not be subject to any counterclaim, set off, deduction, recoupment, or suspension, or released, discharged or in any way affected or impaired by, any circumstances or conditions whatsoever, including, without limitation, any invalidity, irregularity or unenforceability of any Guaranteed Securities or the Indenture, any failure to enforce the provisions of such Guaranteed Securities or the Indenture, or any waiver, modification or indulgence granted to the Issuer with respect thereto by the Holders of such Guaranteed Securities or the Indenture Trustee or any other circumstances or condition which may otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. The obligations of the Guarantor set forth herein constitute the full recourse obligations of the Guarantor enforceable against it to the full extent of all its assets and properties. Without limiting the generality of the foregoing, the Guarantor agrees that (a) repeated and successive demands may be made and recoveries may be had hereunder as and when, from time to time, the Issuer shall default under or fail to make payments when due under the Indenture and that, notwithstanding the recovery hereunder for or in respect of any given default or failure to so comply by the Issuer under the Indenture, this Guarantee Agreement shall remain in force and effect and shall apply to each and every subsequent default, and (b) in the event that any payment guaranteed hereunder is made by the Issuer, and thereafter all or any part of such payment is recovered from the Guarantee Trustee, the Indenture Trustee or any Holder of Guaranteed Securities upon the insolvency, bankruptcy or reorganization of the Issuer, the liability of the Guarantor hereunder with respect to such payment so paid and recovered shall continue and remain in full force and effect as if, to the extent of such recovery, such payment had not been made. If (x) an event permitting a declaration of acceleration under Section 802 of the Indenture shall at any time have occurred and be continuing, (y) the Holders of not less than 33% in principal amount of all outstanding Guaranteed Securities, or not less than 33% in principal amount of all outstanding Guaranteed Securities of the series to which the Event of Default relates, as applicable, have made, or have attempted to make, such a declaration of acceleration, and (z) such declaration of acceleration, or any consequences thereof provided in the Indenture, shall at any time be prevented by reason of the pendency against the Issuer of a case or proceeding under any bankruptcy or insolvency law, the Guarantor agrees that, solely for purposes of this Guarantee Agreement and its obligations hereunder, such declaration of acceleration shall be deemed to have been made, with all the attendant consequences as provided in the Indenture as if declaration of acceleration and the consequences thereof had been accomplished in accordance with the terms of the Indenture.

Absolute and Unconditional. The Guarantor hereby agrees that its obligations hereunder shall be absolute and shall be complete and binding. This waives notice of the Offshore Collateral Agent's acceptance of this Guarantee Agreement contains and the full agreement creation, extension or renewal of the Guarantor and is not subject to Credit Facilities or any oral conditionsother Guaranteed Obligation. The Guarantor hereby consents and agrees that that, at any time or times, without notice to or further approval from the Guarantor, and without in any way affecting the obligations of the Guarantor set forth in this Guarantee Agreement shall not be subject to hereunder, any counterclaimSecured Party may, set offwith or without consideration (i) release, deduction, recoupmentcompromise with, or suspensionagree not to sue, or released, discharged in whole or in any way affected or impaired bypart, any circumstances or conditions whatsoever, including, without limitation, any invalidity, irregularity or unenforceability of any Guaranteed Securities or the Indenture, any failure to enforce the provisions of such Guaranteed Securities or the Indenture, or any waiver, modification or indulgence granted to the Issuer with respect thereto by the Holders of such Guaranteed Securities or the Indenture Trustee Initial Obligor or any other circumstances obligor, guxxxntor, endorser or condition which may otherwise constitute a legal surety on the Credit Facilities, any part thereof or equitable discharge any other Guaranteed Obligation, (ii) renew, extend, accelerate, or defense of a surety increase or guarantor. The obligations decrease the principal amount of the Guarantor set forth herein constitute the full recourse obligations of the Guarantor enforceable against it to the full extent of all its assets and properties. Without limiting the generality of the foregoingCredit Facilities, the Guarantor agrees that (a) repeated and successive demands may be made and recoveries may be had hereunder as and when, from time to time, the Issuer shall default under or fail to make payments when due under the Indenture and that, notwithstanding the recovery hereunder for or in respect of any given default or failure to so comply by the Issuer under the Indenture, this Guarantee Agreement shall remain in force and effect and shall apply to each and every subsequent default, and (b) in the event that any payment guaranteed hereunder is made by the Issuer, and thereafter all Commitment or any part of such payment is recovered from the Guarantee Trustee, the Indenture Trustee thereof or any Holder of other Guaranteed Securities upon the insolvencyObligation, bankruptcy either in whole or reorganization of the Issuer, the liability of the Guarantor hereunder with respect to such payment so paid and recovered shall continue and remain in full force and effect as if, to the extent of such recovery, such payment had not been made. If (x) an event permitting a declaration of acceleration under Section 802 of the Indenture shall at any time have occurred and be continuingpart, (yiii) the Holders of not less than 33% in principal amount of all outstanding Guaranteed Securitiesamend, waive, or not less than 33% in principal amount otherwise modify any of all outstanding Guaranteed Securities of the series to which the Event of Default relates, as applicable, have made, or have attempted to make, such a declaration of acceleration, and (z) such declaration of acceleration, or any consequences thereof provided in the Indenture, shall at any time be prevented by reason of the pendency against the Issuer of a case or proceeding under any bankruptcy or insolvency law, the Guarantor agrees that, solely for purposes of this Guarantee Agreement and its obligations hereunder, such declaration of acceleration shall be deemed to have been made, with all the attendant consequences as provided in the Indenture as if declaration of acceleration and the consequences thereof had been accomplished in accordance with the terms of the IndentureCommitment, the Credit Facilities or any part thereof or any other Guaranteed Obligation, or of any Transaction Document or other mortgage, deed to secure debt, deed of trust, security agreement, or other undertaking of any Initial Obligor or any other obligor, endorser, guarantor or surety in connection with the Commitment, the Credit Facilities or any part thereof or any other Guaranteed Obligation, (iv) apply any payment received from any Initial Obligor, or any other obligor, guarantor, endorser or surety on the Credit Facilities or any other Guaranteed Obligation to any of the liabilities of such Initial Guarantor, or such other obligor, guarantor, endorser, or surety which such Secured Party may choose and (v) agree, approve, consent to or acquiesce in any of the foregoing.

Absolute and Unconditional. The Guarantor hereby agrees that its obligations hereunder shall be absolute and shall be complete and binding. This Guarantee Agreement contains the full agreement of the Guarantor and is not subject to any oral conditions. The Guarantor agrees that the obligations of the Guarantor set forth in this Guarantee Agreement shall not be subject to any counterclaim, set off, deduction, recoupment, or suspension, or released, discharged or in any way affected or impaired by, any circumstances or conditions whatsoever, including, without limitation, any invalidity, irregularity or unenforceability of any Guaranteed Debt Securities or the Indenture, any failure to enforce the provisions of such Guaranteed Debt Securities or the Indenture, or any waiver, modification or indulgence granted to the Issuer with respect thereto by the Holders of such Guaranteed Debt Securities or the Indenture Trustee or any other circumstances or condition which may otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. The obligations of the Guarantor set forth herein constitute the full recourse obligations of the Guarantor enforceable against it to the full extent of all its assets and properties. Without limiting the generality of the foregoing, the Guarantor agrees that (a) repeated and successive demands may be made and recoveries may be had hereunder as and when, from time to time, the Issuer shall default under or fail to make payments when due under the Indenture and that, notwithstanding the recovery hereunder for or in respect of any given default or failure to so comply by the Issuer under the Indenture, this Guarantee Agreement shall remain in force and effect and shall apply to each and every subsequent default, and (b) in the event that any payment guaranteed hereunder is made by the Issuer, and thereafter all or any part of such payment is recovered from the Guarantee Trustee, the Indenture Trustee or any Holder of Guaranteed Debt Securities upon the insolvency, bankruptcy or reorganization of the Issuer, the liability of the Guarantor hereunder with respect to such payment so paid and recovered shall continue and remain in full force and effect as if, to the extent of such recovery, such payment had not been made. If (x) an event permitting a declaration of acceleration under Section 802 of the Indenture shall at any time have occurred and be continuing, (y) the Holders of not less than 33% in principal amount of all outstanding Guaranteed Securities, or not less than 33% in principal amount of all outstanding Guaranteed Debt Securities of the series to which the Event of Default relates, as applicable, have made, or have attempted to make, such a declaration of acceleration, and (z) such declaration of acceleration, or any consequences thereof provided in the Indenture, shall at any time be prevented by reason of the pendency against the Issuer of a case or proceeding under any bankruptcy or insolvency law, the Guarantor agrees that, solely for purposes of this Guarantee Agreement and its obligations hereunder, such declaration of acceleration shall be deemed to have been made, with all the attendant consequences as provided in the Indenture as if declaration of acceleration and the consequences thereof had been accomplished in accordance with the terms of the Indenture.

Absolute and Unconditional. The Guarantor hereby agrees that its obligations hereunder This Guaranty is and is intended to be a continuing guaranty of payment of the Obligations, and not of collectibility, and is and is intended to be independent of and in addition to any other guaranty, indorsement, collateral or other agreement held by the Agent or the Lenders therefor or with respect thereto, whether or not furnished by any Guarantor. Neither Agent nor any Lender shall be absolute and shall be complete and binding. This Guarantee Agreement contains the full agreement of the Guarantor and is not subject required to any oral conditions. The Guarantor agrees that the obligations of the Guarantor set forth in this Guarantee Agreement shall not be subject to any counterclaimprosecute collection, set off, deduction, recoupment, enforcement or suspension, or released, discharged or in any way affected or impaired byother remedies against Borrower, any circumstances or conditions whatsoever, including, without limitation, any invalidity, irregularity or unenforceability of any Guaranteed Securities or the Indenture, any failure to enforce the provisions of such Guaranteed Securities or the Indentureother Guarantor, or any waiver, modification or indulgence granted to other guarantor of the Issuer with respect thereto by the Holders of such Guaranteed Securities or the Indenture Trustee Obligations or any other circumstances Person, or condition which may otherwise constitute to enforce or resort to any of the Collateral or other rights or remedies pertaining thereto, before calling on a legal or equitable discharge or defense of a surety or guarantorGuarantor for payment. The obligations of each Guarantor to repay the Obligations hereunder shall be unconditional. No Guarantor set forth herein constitute shall have any right of subrogation with respect to any payments made by any Guarantor hereunder, and each Guarantor hereby waives any benefit of, and any right to participate in, any security or collateral given to the full recourse Agent or any Lender to secure payment of the Obligations and agrees that it will not take any action to enforce any obligations of the Guarantor enforceable against it Borrower to any Guarantor, in each of the foregoing cases prior to the Obligations being finally and irrevocably paid in full extent and the termination of all its assets and properties. Without limiting the generality Commitments under the Credit Agreement, provided that, in the event of the bankruptcy or insolvency of the Borrower, the Agent, on behalf of the Lenders, shall be entitled notwithstanding the foregoing, to file in the name of any Guarantor agrees that (a) repeated and successive demands may be made and recoveries may be had hereunder as and when, from time to time, the Issuer shall default under or fail to make payments when due under the Indenture and that, notwithstanding the recovery hereunder for or in respect its own name a claim for any and all indebtedness owing to a Guarantor by the Borrower (exclusive of this Guaranty) and to apply the proceeds of any given default or failure to so comply by the Issuer under the Indenture, this Guarantee Agreement shall remain in force and effect and shall apply to each and every subsequent default, and (b) in the event that any payment guaranteed hereunder is made by the Issuer, and thereafter all or any part of such payment is recovered from the Guarantee Trustee, the Indenture Trustee or any Holder of Guaranteed Securities upon the insolvency, bankruptcy or reorganization of the Issuer, the liability of the Guarantor hereunder with respect to such payment so paid and recovered shall continue and remain in full force and effect as if, claim to the extent of such recovery, such payment had not been made. If (x) an event permitting a declaration of acceleration under Section 802 of the Indenture shall at any time have occurred and be continuing, (y) the Holders of not less than 33% in principal amount of all outstanding Guaranteed Securities, or not less than 33% in principal amount of all outstanding Guaranteed Securities of the series to which the Event of Default relates, as applicable, have made, or have attempted to make, such a declaration of acceleration, and (z) such declaration of acceleration, or any consequences thereof provided in the Indenture, shall at any time be prevented by reason of the pendency against the Issuer of a case or proceeding under any bankruptcy or insolvency law, the Guarantor agrees that, solely for purposes of this Guarantee Agreement and its obligations hereunder, such declaration of acceleration shall be deemed to have been made, with all the attendant consequences as provided in the Indenture as if declaration of acceleration and the consequences thereof had been accomplished in accordance with the terms of the IndentureObligations.

Absolute and Unconditional. The Guarantor hereby waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Guarantee or acceptance of this Guarantee, the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between the Borrower and the Guarantor, on the one hand, and the Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or the Guarantor with respect to the Obligations. The Guarantor understands and agrees that its obligations hereunder this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender (b) any defense, setoff or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Borrower against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Obligations, or of the Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantor, the Administrative Agent and any Lender may, but shall be complete under no obligation to, pursue such rights and bindingremedies as it may have against the Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent and the Lenders against the Guarantor. This Guarantee Agreement contains the full agreement of the Guarantor and is not subject to any oral conditions. The Guarantor agrees that the obligations of the Guarantor set forth in this Guarantee Agreement shall not be subject to any counterclaim, set off, deduction, recoupment, or suspension, or released, discharged or in any way affected or impaired by, any circumstances or conditions whatsoever, including, without limitation, any invalidity, irregularity or unenforceability of any Guaranteed Securities or the Indenture, any failure to enforce the provisions of such Guaranteed Securities or the Indenture, or any waiver, modification or indulgence granted to the Issuer with respect thereto by the Holders of such Guaranteed Securities or the Indenture Trustee or any other circumstances or condition which may otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. The obligations of the Guarantor set forth herein constitute the full recourse obligations of the Guarantor enforceable against it to the full extent of all its assets and properties. Without limiting the generality of the foregoing, the Guarantor agrees that (a) repeated and successive demands may be made and recoveries may be had hereunder as and when, from time to time, the Issuer shall default under or fail to make payments when due under the Indenture and that, notwithstanding the recovery hereunder for or in respect of any given default or failure to so comply by the Issuer under the Indenture, this Guarantee Agreement shall remain in force and effect and shall apply to each and every subsequent default, and (b) in the event that any payment guaranteed hereunder is made by the Issuer, and thereafter all or any part of such payment is recovered from the Guarantee Trustee, the Indenture Trustee or any Holder of Guaranteed Securities upon the insolvency, bankruptcy or reorganization of the Issuer, the liability of the Guarantor hereunder with respect to such payment so paid and recovered shall continue and remain in full force and effect as if, and be binding in accordance with and to the extent of such recoveryits terms upon the Guarantor and the successors and assigns thereof, such payment had not been made. If (x) an event permitting a declaration of acceleration under Section 802 and shall inure to the benefit of the Indenture shall at any time have occurred Administrative Agent and be continuingthe Lenders, (y) and their respective successors, indorsees, transferees and assigns, until all the Holders of not less than 33% in principal amount of all outstanding Guaranteed Securities, or not less than 33% in principal amount of all outstanding Guaranteed Securities Obligations and the obligations of the series Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to which time during the Event of Default relates, as applicable, have made, or have attempted to make, such a declaration of acceleration, and (z) such declaration of acceleration, or any consequences thereof provided in the Indenture, shall at any time be prevented by reason term of the pendency against Credit Agreement the Issuer of a case or proceeding under Borrower may be free from any bankruptcy or insolvency law, the Guarantor agrees that, solely for purposes of this Guarantee Agreement and its obligations hereunder, such declaration of acceleration shall be deemed to have been made, with all the attendant consequences as provided in the Indenture as if declaration of acceleration and the consequences thereof had been accomplished in accordance with the terms of the IndentureObligations.

Absolute and Unconditional. The Guarantor hereby agrees that its obligations hereunder shall be absolute and shall be complete and binding. This Guarantee Agreement contains the full agreement of the Guarantor and is not subject to any oral conditions. The Guarantor agrees that the obligations of the Guarantor set forth hereunder are absolute and unconditional and shall remain in this Guarantee full force and effect until the Company shall have fully and satisfactorily discharged all of its obligations under the Agreement, and irrespective of any assignment of the Agreement or of any termination of the Agreement except in accordance with the express provisions thereof (and payment of all amounts due thereunder), and shall not be subject to affected by (a) any counterclaim, set set-off, deductioncounterclaim, recoupment, defense (other than payment itself) or suspensionother right that the Guarantor may have against the Authority, (b) the failure of the Authority to retain or released, discharged preserve any rights against any person (including the Company) or in any way affected or impaired byproperty, any circumstances or conditions whatsoever, including, without limitation, any invalidity, irregularity or unenforceability (c) the invalidity of any Guaranteed Securities such rights which the Authority may attempt to obtain, (d) the lack of prior enforcement by the Authority of any rights against any person (including the Company) or in any property, (e) the dissolution of the Company, (f) any claim by the Company or the IndentureGuarantor of impossibility of performance of the Agreement, (g) any failure to enforce claim by the provisions of such Guaranteed Securities Company or the IndentureGuarantor of commercial frustration of purpose with respect to the Agreement, or any waiver, modification or indulgence granted to the Issuer with respect thereto by the Holders of such Guaranteed Securities or the Indenture Trustee or (h) any other circumstances or condition circumstance which may might otherwise constitute a legal or equitable discharge or defense of a surety guarantor or guarantor. The limit the recourse of the Authority to the Guarantor; nor shall the obligations of the Guarantor set forth herein constitute hereunder be affected in any way by any modification, limitation or discharge arising out of or by virtue of any bankruptcy, arrangement, reorganization or similar proceedings for relief of debtors under federal or state law hereinafter initiated by or against the full recourse obligations Company or the Guarantor. The Guarantor hereby waives any right to require, and the benefit of all laws now or hereafter in effect giving the Guarantor enforceable against it the right to the full extent of all its assets require, any such prior enforcement as referred to in (d) above, and properties. Without limiting the generality of the foregoing, the Guarantor agrees that (a) repeated and successive demands may be made and recoveries may be had hereunder as and when, from time to time, the Issuer shall default under or fail to make payments when due under the Indenture and that, notwithstanding the recovery hereunder for or any delay in respect of any given default enforcing or failure to so comply by the Issuer under the Indenture, this Guarantee Agreement enforce any such rights shall remain not in force and effect and shall apply to each and every subsequent default, and (b) in the event that any payment guaranteed hereunder is made by the Issuer, and thereafter all or any part of such payment is recovered from the Guarantee Trustee, the Indenture Trustee or any Holder of Guaranteed Securities upon the insolvency, bankruptcy or reorganization of the Issuer, way affect the liability of the Guarantor hereunder with respect hereunder, even if any such rights are lost; and the Guarantor hereby waives all rights and benefits which might accrue to such payment so paid and recovered shall continue and remain in full force and effect as if, to the extent of such recovery, such payment had not been made. If (x) an event permitting a declaration of acceleration under Section 802 of the Indenture shall at any time have occurred and be continuing, (y) the Holders of not less than 33% in principal amount of all outstanding Guaranteed Securities, or not less than 33% in principal amount of all outstanding Guaranteed Securities of the series to which the Event of Default relates, as applicable, have made, or have attempted to make, such a declaration of acceleration, and (z) such declaration of acceleration, or any consequences thereof provided in the Indenture, shall at any time be prevented it by reason of any of the pendency against aforesaid bankruptcy, arrangement, reorganization, or similar proceedings and agree that its liability hereunder for the Issuer obligations of a case the Company under the Agreement shall not be affected by any modification, limitation or proceeding under any bankruptcy discharge of the obligations of the Company or insolvency law, the Guarantor agrees that, solely for purposes that may result from any such proceeding. This Section 2.2 shall not constitute a waiver of this Guarantee Agreement and its obligations hereunder, such declaration of acceleration shall be deemed to have been made, with all the attendant consequences as provided in the Indenture as if declaration of acceleration and the consequences thereof had been accomplished in accordance with the terms any rights of the IndentureCompany under the Agreement.

Absolute and Unconditional. The Guarantor hereby agrees that its obligations hereunder shall be absolute and shall be complete and binding. This Guarantee Agreement contains the full agreement of the Guarantor and is not subject to any oral conditions. The Guarantor agrees that the obligations of the Guarantor set forth in this Guarantee Agreement shall not be subject to any counterclaim, set off, deduction, recoupment, or suspension, or released, discharged or in any way affected or impaired by, any circumstances or conditions whatsoever, including, without limitation, any invalidity, irregularity or unenforceability of any Guaranteed Securities or the Indenture, any failure to enforce the provisions of such Guaranteed Securities or the Indenture, or any waiver, modification or indulgence granted to the Issuer with respect thereto by the Holders of such Guaranteed Securities or the Indenture Trustee or any other circumstances or condition which may otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. The obligations of the Guarantor set forth herein constitute the full recourse obligations of the Guarantor enforceable against it to the full extent of all its assets and properties. Without limiting the generality of the foregoing, the Guarantor agrees that (a) repeated Guarantor waives any and successive demands may be made and recoveries may be had hereunder as and whenall notice of the creation, from time to timerenewal, the Issuer shall default under extension or fail to make payments when due under the Indenture and that, notwithstanding the recovery hereunder for or in respect accrual of any given default of the Obligations and notice of or failure to so comply proof of reliance by the Issuer under the Indenture, Bank upon this Guarantee Agreement shall remain in force and effect and shall apply to each and every subsequent defaultor the acceptance of this Guarantee. The Obligations, and (b) in the event that any payment guaranteed hereunder is made by the Issuer, and thereafter all or any part of such payment is recovered from the Guarantee Trustee, the Indenture Trustee or any Holder of Guaranteed Securities upon the insolvency, bankruptcy or reorganization of the Issuer, the liability of the Guarantor hereunder with respect to such payment so paid and recovered shall continue and remain in full force and effect as if, to the extent of such recovery, such payment had not been made. If (x) an event permitting a declaration of acceleration under Section 802 of the Indenture shall at any time have occurred and be continuing, (y) the Holders of not less than 33% in principal amount of all outstanding Guaranteed Securities, or not less than 33% in principal amount of all outstanding Guaranteed Securities of the series to which the Event of Default relates, as applicable, have made, or have attempted to make, such a declaration of acceleration, and (z) such declaration of acceleration, or any consequences thereof provided in the Indenturethem, shall at any time be prevented by reason of the pendency against the Issuer of a case or proceeding under any bankruptcy or insolvency law, the Guarantor agrees that, solely for purposes of this Guarantee Agreement and its obligations hereunder, such declaration of acceleration shall conclusively be deemed to have been madecreated, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee. All dealings between any of the Covered BSC Entities and Guarantor, on the one hand, and the Bank, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. (b) Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any of the Covered BSC Entities or Guarantor with respect to the Obligations. (c) Guarantor understands and agrees that the guarantee contained in this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (i) the genuineness, validity, regularity, discharge, release or enforceability of any instrument or document evidencing any of the Obligations, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Bank, or Guarantor’s obligations hereunder, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any of the Covered BSC Entities or any other person against the Bank, (iii) whether any or all Obligations, at any particular time, shall have been paid in full, or (iv) any other circumstance whatsoever (with or without notice to or knowledge of any of the attendant consequences Covered BSC Entities or Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any of the Covered BSC Entities for any of the Obligations, or of Guarantor under this Guarantee, in bankruptcy or in any other instance. (d) This Guarantee is a guarantee of payment and not collection, and when making any demand hereunder or otherwise pursuing its rights and remedies hereunder against Guarantor, the Bank may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against any of the Covered BSC Entities or any other person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto (except as otherwise expressly set forth in Section 2(a) herein), and any failure by the Bank to make any such demand, to pursue such other rights or remedies or to collect any payments from any of the Covered BSC Entities or any other person or guarantee or to exercise any such right of offset, or any release of any of the Covered BSC Entities or any other person guarantee or right of offset, shall not relieve Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Bank against Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings. (e) The Bank shall not by any act (except in writing as provided herein), delay, indulgence, omission or otherwise, be deemed to have waived any right or remedy herein or to have acquiesced in any default under the Indenture as if declaration of acceleration and the consequences thereof had been accomplished in accordance with the terms Obligations or hereunder. No failure of the IndentureBank to exercise, and no delay by the Bank in exercising, any right, remedy, privilege or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by the Bank of any right, remedy, privilege or power hereunder preclude any other or future exercise thereof or the exercise of any other right, remedy, privilege or power. A waiver by the Bank of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which the Bank would otherwise have on any future occasion. (f) Each and every right, remedy, privilege and power provided herein to the Bank or allowed it by law or other agreement shall be cumulative and not exclusive of any other right, remedy, privilege or power, and may be exercised by the Bank singly or concurrently at any time and from time to time. (g) Until payment in full of the Obligations, Guarantor’s liability hereunder shall not be released.

Absolute and Unconditional. The Guarantor hereby agrees that its obligations hereunder shall be This indemnity is absolute and shall be complete unconditional and binding. This Guarantee Agreement contains the full agreement of the Guarantor and is not subject to any oral conditions. The Guarantor agrees that the obligations of the Guarantor set forth in this Guarantee Agreement shall not be subject to any counterclaim, set off, deduction, recoupment, or suspension, or released, discharged or in any way affected or impaired by, any circumstances or conditions whatsoever, including, without limitation, any invalidity, irregularity or unenforceability of any Guaranteed Securities or the Indenture, any failure to enforce the provisions of such Guaranteed Securities or the Indenture, or any waiver, modification or indulgence granted to the Issuer with respect thereto by the Holders of such Guaranteed Securities or the Indenture Trustee or any other circumstances or condition which may otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. The obligations of the Guarantor set forth herein constitute the full recourse obligations of the Guarantor enforceable against it to the full extent of all its assets and properties. Without limiting the generality of the foregoing, the Guarantor agrees that obligation of the Indemnifier will not be released, discharged, mitigated, impaired or affected by: (a) repeated any extension of time, indulgence or modification which the Landlord may extend or make with the Tenant from time to time in respect of the performance of any of the obligations of the Tenant under this Lease; (b) any waiver by, or neglect or failure of the Landlord to enforce any of the terms of this Lease; (c) any assignment of this Lease or sublet of the Premises or other Transfer by the Tenant or by any trustee, receiver or liquidator of the Tenant or of the Indemnifier; (d) any consent which the Landlord may give to any assignment or sublease or other Transfer; (e) any changes of any kind to this Lease, and successive demands may be made the Indemnifier acknowledges that he will advise himself of all changes and recoveries may be had hereunder the Landlord has no obligation to advise him of any changes; (f) any act or failure to act of or by the Landlord concerning matters contained in this Lease; (g) the filing by the Tenant of a proposal or a notice of intention to file a proposal or the repudiation of the Lease under the Bankruptcy and Insolvency Act, as and when, amended or substituted from time to time; (h) any winding-up, amalgamation, bankruptcy, or receivership of the Issuer shall default under or fail to make payments when due under the Indenture and that, notwithstanding the recovery hereunder for or in respect of any given default or failure to so comply by the Issuer under the Indenture, this Guarantee Agreement shall remain in force and effect and shall apply to each and every subsequent default, and (b) in the event that any payment guaranteed hereunder is made by the Issuer, and thereafter all Tenant or any part execution proceedings taken against the Tenant or the release or discharge of such payment is recovered the Tenant in any receivership, bankruptcy, winding-up or other creditor's proceeding; or (i) the expiration or sooner termination of this Lease however arising, including without limitation, whether by operation of law or resulting from the Guarantee Trustee, the Indenture Trustee or exercise of a trustee in bankruptcy's statutory right to disclaim any Holder of Guaranteed Securities upon the insolvency, bankruptcy or reorganization interest in this Lease and surrender possession of the IssuerPremises to the Landlord, with or without the liability consent of the Guarantor hereunder with respect to such payment so paid and recovered shall continue and remain in full force and effect as if, to the extent of such recovery, such payment had not been made. If (x) an event permitting a declaration of acceleration under Section 802 of the Indenture shall at any time have occurred and be continuing, (y) the Holders of not less than 33% in principal amount of all outstanding Guaranteed Securities, or not less than 33% in principal amount of all outstanding Guaranteed Securities of the series to which the Event of Default relates, as applicable, have made, or have attempted to make, such a declaration of acceleration, and (z) such declaration of acceleration, or any consequences thereof provided in the Indenture, shall at any time be prevented by reason of the pendency against the Issuer of a case or proceeding under any bankruptcy or insolvency law, the Guarantor agrees that, solely for purposes of this Guarantee Agreement and its obligations hereunder, such declaration of acceleration shall be deemed to have been made, with all the attendant consequences as provided in the Indenture as if declaration of acceleration and the consequences thereof had been accomplished in accordance with the terms of the IndentureLandlord.

Absolute and Unconditional. The Guarantor hereby agrees that its obligations hereunder shall be absolute and shall be complete and binding. This Guarantee Agreement contains the full agreement of the Guarantor and is not subject to any oral conditions. The Guarantor agrees that the obligations of the Guarantor set forth in this Guarantee Agreement shall not be subject to any counterclaim, set off, deduction, recoupment, or suspension, or released, discharged or in any way affected or impaired by, any circumstances or conditions whatsoever, including, without limitation, any invalidity, irregularity or unenforceability of any Guaranteed Securities or the Indenture, any failure to enforce the provisions of such Guaranteed Securities or the Indenture, or any waiver, modification or indulgence granted to the Issuer with respect thereto by the Holders of such Guaranteed Securities or the Indenture Trustee or any other circumstances or condition which may otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. The obligations of the Guarantor set forth herein constitute the full recourse obligations of the Guarantor enforceable against it to the full extent of all its assets and properties. Without limiting the generality of the foregoing, the Guarantor agrees that (a) repeated Guarantor waives any and successive demands may be made and recoveries may be had hereunder as and whenall notice of the creation, from time to timerenewal, the Issuer shall default under extension or fail to make payments when due under the Indenture and that, notwithstanding the recovery hereunder for or in respect accrual of any given default of the Obligations and notice of or failure to so comply proof of reliance by the Issuer under the Indenture, Bank upon this Guarantee Agreement shall remain in force and effect and shall apply to each and every subsequent defaultor the acceptance of this Guarantee. The Obligations, and (b) in the event that any payment guaranteed hereunder is made by the Issuer, and thereafter all or any part of such payment is recovered from the Guarantee Trustee, the Indenture Trustee or any Holder of Guaranteed Securities upon the insolvency, bankruptcy or reorganization of the Issuer, the liability of the Guarantor hereunder with respect to such payment so paid and recovered shall continue and remain in full force and effect as if, to the extent of such recovery, such payment had not been made. If (x) an event permitting a declaration of acceleration under Section 802 of the Indenture shall at any time have occurred and be continuing, (y) the Holders of not less than 33% in principal amount of all outstanding Guaranteed Securities, or not less than 33% in principal amount of all outstanding Guaranteed Securities of the series to which the Event of Default relates, as applicable, have made, or have attempted to make, such a declaration of acceleration, and (z) such declaration of acceleration, or any consequences thereof provided in the Indenturethem, shall at any time be prevented by reason of the pendency against the Issuer of a case or proceeding under any bankruptcy or insolvency law, the Guarantor agrees that, solely for purposes of this Guarantee Agreement and its obligations hereunder, such declaration of acceleration shall conclusively be deemed to have been madecreated, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee. All dealings between any of the Covered BSC Entities and Guarantor, on the one hand, and the Bank, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. (b) Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any of the Covered BSC Entities or Guarantor with respect to the Obligations. (c) Guarantor understands and agrees that the guarantee contained in this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (i) the genuineness, validity, regularity, discharge, release or enforceability of any instrument or document evidencing any of the Obligations, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Bank, or Guarantor's obligations hereunder, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any of the Covered BSC Entities or any other person against the Bank, (iii) whether any or all Obligations, at any particular time, shall have been paid in full, or (iv) any other circumstance whatsoever (with or without notice to or knowledge of any of the attendant consequences Covered BSC Entities or Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any of the Covered BSC Entities for any of the Obligations, or of Guarantor under this Guarantee, in bankruptcy or in any other instance. (d) This Guarantee is a guarantee of payment and not collection, and when making any demand hereunder or otherwise pursuing its rights and remedies hereunder against Guarantor, the Bank may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against any of the Covered BSC Entities or any other person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto (except as otherwise expressly set forth in Section 2(a) herein), and any failure by the Bank to make any such demand, to pursue such other rights or remedies or to collect any payments from any of the Covered BSC Entities or any other person or guarantee or to exercise any such right of offset, or any release of any of the Covered BSC Entities or any other person guarantee or right of offset, shall not relieve Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Bank against Guarantor. For the purposes hereof "demand" shall include the commencement and continuance of any legal proceedings. (e) The Bank shall not by any act (except in writing as provided herein), delay, indulgence, omission or otherwise, be deemed to have waived any right or remedy herein or to have acquiesced in any default under the Indenture as if declaration of acceleration and the consequences thereof had been accomplished in accordance with the terms Obligations or hereunder. No failure of the IndentureBank to exercise, and no delay by the Bank in exercising, any right, remedy, privilege or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by the Bank of any right, remedy, privilege or power hereunder preclude any other or future exercise thereof or the exercise of any other right, remedy, privilege or power. A waiver by the Bank of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which the Bank would otherwise have on any future occasion. (f) Each and every right, remedy, privilege and power provided herein to the Bank or allowed it by law or other agreement shall be cumulative and not exclusive of any other right, remedy, privilege or power, and may be exercised by the Bank singly or concurrently at any time and from time to time. (g) Until payment in full of the Obligations, Guarantor's liability hereunder shall not be released.

Absolute and Unconditional. The Guarantor hereby agrees that its obligations hereunder shall be absolute and shall be complete and binding. This Guarantee Agreement contains the full agreement of the Guarantor and is not subject to any oral conditions. The Guarantor agrees that the obligations of the Guarantor set forth in this Guarantee Agreement shall not be subject to any counterclaim, set off, deduction, recoupment, or suspension, or released, discharged or in any way affected or impaired by, any circumstances or conditions whatsoever, including, without limitation, any invalidity, irregularity or unenforceability of any Guaranteed Debt Securities or the Indenture, any failure to enforce the provisions of such Guaranteed Debt Securities or the Indenture, or any waiver, modification or indulgence granted to the Issuer with respect thereto by the Holders of such Guaranteed Debt Securities or the Indenture Trustee or any other circumstances or condition which may otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. The obligations of the Guarantor set forth herein constitute the full recourse obligations of the Guarantor enforceable against it to the full extent of all its assets and properties. Without limiting the generality of the foregoing, the Guarantor agrees that (a) repeated and successive demands may be made and recoveries may be had hereunder as and when, from time to time, the Issuer shall default under or fail to make payments when due under the Indenture and that, notwithstanding the recovery hereunder for or in respect of any given default or failure to so comply by the Issuer under the Indenture, this Guarantee Agreement shall remain in force and effect and shall apply to each and every subsequent default, and (b) in the event that any payment guaranteed hereunder is made by the Issuer, and thereafter all or any part of such payment is recovered from the Guarantee Trustee, the Indenture Trustee or any Holder of Guaranteed Debt Securities upon the insolvency, bankruptcy or reorganization of the Issuer, the liability of the Guarantor hereunder with respect to such payment so paid and recovered shall continue and remain in full force and effect as if, to the extent of such recovery, such payment had not been made. If (x) an event permitting a declaration of acceleration under Section 802 of the Indenture shall at any time have occurred and be continuing, (y) the Holders of not less than 33% in principal amount of all outstanding Guaranteed Securities, or not less than 33% in principal amount of all outstanding Guaranteed Debt Securities of the series to which the Event of Default relates, as applicable, have madehave, or have attempted to maketo, make such a declaration of acceleration, and (z) such declaration of acceleration, or any consequences thereof provided in the Indenture, shall at any time be prevented by reason of the pendency against the Issuer of a case or proceeding under any bankruptcy or insolvency law, the Guarantor agrees that, solely for purposes of this Guarantee Agreement and its obligations hereunder, such declaration of acceleration shall be deemed to have been made, with all the attendant consequences as provided in the Indenture as if declaration of acceleration and the consequences thereof had been accomplished in accordance with the terms of the Indenture.