Common use of Absolute Obligation Clause in Contracts

Absolute Obligation. Subject to the provisions of Sections 1, 2, 3 and 4, the obligations of the Guarantor hereunder shall be absolute and unconditional and shall not be subject to any reduction, limitation, impairment or termination for any reason, including, without limitation, any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any setoff, counterclaim, deduction, diminution, abatement, suspension, reduction, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations. Without limiting the generality of the foregoing, subject to the provisions of Sections 1, 2, 3 and 4, the obligations of the Guarantor hereunder shall not be released, discharged, impaired or otherwise affected by any circumstance or condition whatsoever (whether or not the Borrower, any other Borrower Party, the Guarantor, the Agent or any Lender has knowledge thereof) which may or might in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a release or discharge of the Guarantor as a matter of law or equity (other than the indefeasible payment in full of all of the Guaranteed Obligations), including, without limitation: (a) any amendment, modification, addition, deletion or supplement to or other change to any of the terms of the Loan Documents, or any assignment or transfer of any thereof, or any furnishing, acceptance, surrender, substitution, modification or release of any security for, or guaranty of, the Guaranteed Obligations; (b) any failure, omission or delay on the part of the Borrower or any other Borrower Party to comply with any term of any of the Loan Documents; (c) any waiver of the payment, performance or observance of any of the obligations, conditions, covenants or agreements contained in the Loan Documents or any of them or any delay on the part of the Agent or the Lenders to enforce, assert or exercise any right, power or remedy conferred on the Agent or the Lenders in the Loan Documents; (d) any extension of the time for payment of the principal of or premium (if any) or interest on any of the Guaranteed Obligations, or of the time for performance of any other obligations, covenants or agreements under or arising out of the Loan Documents or any of them, or the extension or the renewal thereof; (e) to the extent permitted by applicable law, any voluntary or involuntary bankruptcy, insolvency, reorganization, moratorium, arrangement, adjustment, readjustment, composition, assignment for the benefit of creditors, receivership, conservatorship, custodianship, liquidation, marshaling of assets and liabilities or similar proceedings with respect to the Borrower, any other Borrower Party or the Guarantor or any other Person or any of their respective properties or creditors, or any action taken by any trustee or receiver or by any court in any such proceeding (including, without limitation, any automatic stay incident to any such proceeding); (f) any limitation, invalidity, irregularity or unenforceability, in whole or in part, limiting the liability or obligation of the Borrower or any other Borrower Party or any security therefor or guarantee thereof or the Agent’s or the Lenders’ recourse to any such security or limiting the Agent’s or the Lenders’ right to a deficiency judgment against the Borrower, any other Borrower Party, the Guarantor or any other Person; and (g) any other act, omission, occurrence, circumstance, happening or event whatsoever, whether similar or dissimilar to the foregoing, whether foreseen or unforeseen, and any other circumstance which might otherwise constitute a legal or equitable defense, release or discharge (including the release or discharge of the liabilities of a guarantor or surety or which might otherwise limit recourse against the Borrower, any other Borrower Party, the Guarantor or any other Person, whether or not the Borrower, any other Borrower Party, the Guarantor, the Agent or any Lender shall have notice or knowledge of the foregoing).

Absolute Obligation. Subject Each Subsidiary Guarantor acknowledges and agrees that (i) no Secured Party has made any representation or warranty to such Subsidiary Guarantor with respect to the provisions Company, any of Sections 1its subsidiaries, 2any Transaction Documents or any agreement, 3 instrument or document executed or delivered in connection therewith, or any other matter whatsoever, and 4, the obligations of the (ii) such Subsidiary Guarantor hereunder shall be absolute liable hereunder, and unconditional and such liability shall not be subject affected or impaired, irrespective of (A) the validity or enforceability of any Transaction Documents, or any agreement, instrument or document executed or delivered in connection therewith, or the collectability of any of the Obligations, (B) the preference or priority ranking with respect to any reductionof the Obligations, limitation(C) the existence, validity, enforceability or perfection of any security interest or collateral security under any Transaction Documents, or the release, exchange, substitution or loss or impairment of any such security interest or termination for collateral security, (D) any reasonfailure, includingdelay, without limitationneglect or omission by any Secured Party to realize upon or protect any direct or indirect collateral security, indebtedness, liability or obligation, any claim Transaction Documents, or any agreement, instrument or document executed or delivered in connection therewith, or any of waiverthe Obligations, release(E) the existence or exercise of any right of set-off by any Secured Party, surrender(F) the existence, alteration validity or compromise, and shall not be subject enforceability of any other guaranty with respect to any setoff, counterclaim, deduction, diminution, abatement, suspension, reduction, recoupment or termination whatsoever by reason of the invalidityObligations, illegality or unenforceability the liability of any other person in respect of any of the Guaranteed Obligations. Without limiting , or the generality release of any such person or any other guarantor of any of the foregoingObligations, subject to (G) any act or omission of any Secured Party in connection with the provisions administration of Sections 1, 2, 3 and 4, the obligations any Transaction Documents or any of the Guarantor hereunder shall not be releasedObligations, discharged(H) the bankruptcy, impaired insolvency, reorganization or otherwise affected receivership of, or any other proceeding for the relief of debtors commenced by any circumstance or condition whatsoever (whether or not the Borroweragainst, any other Borrower Partyperson, (I) the Guarantordisaffirmance or rejection, or the Agent purported disaffirmance or purported rejection, of any of the Obligations, any Transaction Documents, or any Lender has knowledge thereofagreement, instrument or document executed or delivered in connection therewith, in any bankruptcy, insolvency, reorganization or receivership, or any other proceeding for the relief of debtor, relating to any person, (J) any law, regulation or decree now or hereafter in effect which may or might in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a release or discharge of the Guarantor as a matter of law or equity (other than the indefeasible payment in full of all of the Guaranteed Obligations), including, without limitation: (a) any amendment, modification, addition, deletion or supplement to or other change to affect any of the terms or provisions of the Loan any Transaction Documents, or any assignment agreement, instrument or transfer document executed or delivered in connection therewith or any of any thereofthe Obligations, or which might cause or permit to be invoked any furnishingalteration in the time, acceptanceamount, surrender, substitution, modification manner or release of any security for, payment or guaranty of, the Guaranteed Obligations; (b) any failure, omission or delay on the part of the Borrower or any other Borrower Party to comply with any term performance of any of the Loan Documents; Company's obligations and liabilities (cincluding the Obligations), (K) the merger or consolidation of the Company into or with any person, (L) the sale by the Company of all or any part of its assets, (M) the fact that at any time and from time to time none of the Obligations may be outstanding or owing to any Secured Party, (N) any waiver of the payment, performance amendment or observance of any of the obligations, conditions, covenants or agreements contained in the Loan Documents or any of them or any delay on the part of the Agent or the Lenders to enforce, assert or exercise any right, power or remedy conferred on the Agent or the Lenders in the Loan Documents; (d) any extension of the time for payment of the principal of or premium (if any) or interest on any of the Guaranteed Obligationsmodification of, or of the time for performance of supplement to, any other obligations, covenants or agreements under or arising out of the Loan Documents or any of themTransaction Documents, or the extension or the renewal thereof; (e) to the extent permitted by applicable law, any voluntary or involuntary bankruptcy, insolvency, reorganization, moratorium, arrangement, adjustment, readjustment, composition, assignment for the benefit of creditors, receivership, conservatorship, custodianship, liquidation, marshaling of assets and liabilities or similar proceedings with respect to the Borrower, any other Borrower Party or the Guarantor or any other Person or any of their respective properties or creditors, or any action taken by any trustee or receiver or by any court in any such proceeding (including, without limitation, any automatic stay incident to any such proceeding); (f) any limitation, invalidity, irregularity or unenforceability, in whole or in part, limiting the liability or obligation of the Borrower or any other Borrower Party or any security therefor or guarantee thereof or the Agent’s or the Lenders’ recourse to any such security or limiting the Agent’s or the Lenders’ right to a deficiency judgment against the Borrower, any other Borrower Party, the Guarantor or any other Person; and (gO) any other act, omission, occurrence, circumstance, happening reason or event whatsoever, whether similar or dissimilar to the foregoing, whether foreseen or unforeseen, and any other circumstance which might otherwise constitute a legal defense available to or equitable defense, release a discharge of the Company in respect of its obligations or discharge liabilities (including the release Obligations) or discharge of such Subsidiary Guarantor in respect of any of the liabilities of a guarantor or surety or which might otherwise limit recourse against Obligations (other than by the Borrower, any other Borrower Party, the Guarantor or any other Person, whether or not the Borrower, any other Borrower Party, the Guarantor, the Agent or any Lender shall have notice or knowledge of the foregoingperformance in full thereof).

Absolute Obligation. Subject to the provisions of Sections 1, 2, 3 3, 4 and 45, the obligations of the Parent Guarantor hereunder shall be absolute and unconditional and shall not be subject to any reduction, limitation, impairment or termination for any reason, including, without limitation, any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any setoff, counterclaim, deduction, diminution, abatement, suspension, reduction, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Guaranteed Obligations. Without limiting the generality of the foregoing, subject to the provisions of Sections 1, 2, 3 3, 4 and 45, the obligations of the Parent Guarantor hereunder shall not be released, discharged, impaired or otherwise affected by any circumstance or condition whatsoever (whether or not the Borrower, any other Borrower Party, the Parent Guarantor, the Term Loan Agent, the Revolving Agent or any Lender has knowledge thereof) which may or might in any manner or to any extent vary the risk of the Parent Guarantor or otherwise operate as a release or discharge of the Parent Guarantor as a matter of law or equity (other than the indefeasible payment in full of all of the Guaranteed Obligations), including, without limitation: (a) any amendment, modification, addition, deletion or supplement to or other change to any of the terms of the Loan DocumentsAgreements or any of the other Loan Documents referred to therein, or any assignment or transfer of any thereof, or any furnishing, acceptance, surrender, substitution, modification or release of any security for, or guaranty of, any of the Guaranteed Obligations; (b) any failure, omission or delay on the part of the Borrower or any other Borrower Party to comply with any term of any of the Loan DocumentsAgreements or any of the other Loan Documents referred to therein; (c) any waiver of the payment, performance or observance of any of the obligations, conditions, covenants or agreements contained in any of the Loan Documents Agreements or any of them the other Loan Documents referred to therein or any delay on the part of the Term Loan Agent, the Revolving Agent or the Lenders any Lender to enforce, assert or exercise any right, power or remedy conferred on the Term Loan Agent, the Revolving Agent or the Lenders in the Loan DocumentsAgreements or any of the other Loan Documents referred to therein; (d) any extension of the time for payment of the principal of or premium (if any) or interest on any of the Guaranteed Obligations, or of the time for performance of any other obligations, covenants or agreements under or arising out of any of the Loan Documents Agreements or any of themthe other Loan Documents referred to therein, or the extension or the renewal thereof; (e) to the extent permitted by applicable law, any voluntary or involuntary bankruptcy, insolvency, reorganization, moratorium, arrangement, adjustment, readjustment, composition, assignment for the benefit of creditors, receivership, conservatorship, custodianship, liquidation, marshaling of assets and liabilities or similar proceedings with respect to the Borrower, any other Borrower Party or the Parent Guarantor or any other Person or any of their respective properties or creditors, or any action taken by any trustee or receiver or by any court in any such proceeding (including, without limitation, any automatic stay incident to any such proceeding); (f) any limitation, invalidity, irregularity or unenforceability, in whole or in part, limiting the liability or obligation of the Borrower or any other Borrower Party in respect of the Guaranteed Obligations or any security therefor or guarantee thereof or the Term Loan Agent’s, the Revolving Agent’s or the Lenders’ recourse to any such security or limiting the Term Loan Agent’s, the Revolving Agent’s or the Lenders’ right to a deficiency judgment against the Borrower, any other Borrower Party, the Parent Guarantor or any other Person; and (g) any other act, omission, occurrence, circumstance, happening or event whatsoever, whether similar or dissimilar to the foregoing, whether foreseen or unforeseen, and any other circumstance which might otherwise constitute a legal or equitable defense, release or discharge (including the release or discharge of the liabilities of a guarantor or surety or which might otherwise limit recourse against the Borrower, any other Borrower Party, the Parent Guarantor or any other Person, whether or not the Borrower, any other Borrower Party, the Parent Guarantor, the Term Loan Agent, the Revolving Agent or any Lender shall have notice or knowledge of the foregoing).

Absolute Obligation. Subject The obligation of the Charterer to pay to the provisions of Sections 1Owner the fees, 2rates, 3 hires, indemnities and 4, the obligations of the Guarantor hereunder reimbursements specified in this Charter shall be absolute and unconditional and shall not be subject affected by any circumstance whatsoever, and the Charterer waives (and agrees not to allege or pursue) any right to any reductionsuch defense, limitation, impairment or termination for any reason, including, including without limitation, any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (a) any setoff, counterclaim, deduction, diminution, abatement, suspension, reduction, recoupment recoupment, defense, or termination whatsoever by other right that the Charterer may have against the Owner or any other Person, firm, company, or entity for any reason whatsoever; (b) any unavailability of the invalidityVessel after its delivery to the Charterer for any reason; (c) any damage, illegality loss or destruction of or damage to the Vessel or interruption, restriction, interference, or cessation in the use or possession thereof by the Charterer for any reason whatsoever, at whatever time and of whatever duration; (d) any confiscation, expropriation, nationalization, requisition, seizure, inability to export, deprivation, or other taking of title to or possession or use of the Vessel or any part thereof by any government or governmental authority or otherwise; (e) any restriction on possession or use of the Vessel; (f) the interference with or prohibition of the Charterer's possession or use of the Vessel; (g) any invalidity or unenforceability or lack of due authorization or other infirmity of this Charter or the lack of right, power or authority of any Obligor or the Owner to enter into this Charter or any Charter Document; (h) any default by the Owner; (i) any defect in the title, condition, quality or fitness for a particular purpose of the Guaranteed Obligations. Without limiting the generality of the foregoing, subject to the provisions of Sections 1, 2, 3 and 4, the obligations of the Guarantor hereunder shall not be released, discharged, impaired Vessel or otherwise affected by any circumstance other property or condition whatsoever service provided hereunder; (whether or not the Borrower, any other Borrower Party, the Guarantor, the Agent or any Lender has knowledge thereof) which may or might in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a release or discharge of the Guarantor as a matter of law or equity (other than the indefeasible payment in full of all of the Guaranteed Obligations), including, without limitation: (aj) any amendment, modification, addition, deletion amendment or modification of or supplement to or other change the Charter Documents, any agreements relating to any of thereof or any other instrument or agreement applicable to the terms of the Loan DocumentsVessel or any part thereof, or any assignment or transfer of any thereof, or any furnishingfurnishing or acceptance of additional security, acceptance, surrender, substitution, modification or any release of any security forsecurity, or guaranty of, the Guaranteed Obligations; any failure or inability to perfect any security; (bk) any failure, omission or delay failure on the part of the Borrower Owner, the Owner Group or any Investor or any other Borrower Party Person to perform or comply with any term of any of the Loan Documents; instrument or agreement; (cl) any waiver of the paymentwaiver, performance consent, change, extension, indulgence or observance other action or inaction under or in respect of any of the obligations, conditions, covenants such instrument or agreements contained in the Loan Documents agreement or any exercise or nonexercise of them or any delay on the part of the Agent or the Lenders to enforce, assert or exercise any right, remedy, power or remedy conferred on the Agent privilege under or the Lenders in the Loan Documents; respect of any such instrument or agreement or this Charter; (dm) any extension of the time for payment of the principal of or premium (if any) or interest on any of the Guaranteed Obligations, or of the time for performance of any other obligations, covenants or agreements under or arising out of the Loan Documents or any of them, or the extension or the renewal thereof; (e) to the extent permitted by applicable law, any voluntary or involuntary bankruptcy, insolvency, reorganization, moratorium, arrangement, adjustment, readjustment, composition, assignment for the benefit of creditors, receivership, conservatorship, custodianship, liquidation, marshaling of assets and liabilities or similar proceedings proceeding with respect to any Obligor, the BorrowerOwner, any other Borrower Party or the Guarantor Owner Group or any other Person Investor, or any of their respective properties or creditors, or any action taken by any trustee or receiver or by any court in any such proceeding (proceeding, including, without limitation, any automatic stay incident to termination or rejection of this Charter by any court or any trustee, receiver or liquidating agent of any Obligor, the Owner Group, any Investor, or the Owner or of any of their respective properties in connection with any such proceeding); ; (fn) any limitationassignment or other transfer of this Charter by the Charterer or the Owner or any lien, invaliditycharge or encumbrance on or affecting the Charterer's estate in, irregularity or unenforceabilityany subchartering of, in whole all or in part, limiting the liability or obligation any part of the Borrower Vessel; (o) any libel, attachment, levy, detention, sequestration or taking into custody of the Vessel, or any interruption or prevention of or restriction on or interference with the use or possession of the Vessel; (p) any act, omission or breach on the part of the Owner under this Charter or under any other Borrower Party agreement at any time existing among the Owner or any security therefor Obligor or guarantee thereof under any other law, governmental regulation or other agreement applicable to such Persons or the Agent’s Vessel; (q) any claim as a result of any other dealing between the Owner and any Obligor; (r) any ineligibility of the Vessel, or any denial of the Lenders’ recourse Vessel's right, to engage in any such security trade or limiting activity; (s) any failure to obtain any required governmental consent for any transfer of rights or title required to be made by the Agent’s or Owner under this Charter; (t) any ineligibility of the Lenders’ right to a deficiency Vessel for documentation under the laws of any jurisdiction; (u) the recovery of any judgment against the Borrower, any other Borrower Party, the Guarantor Person or any action to enforce the same; (v) any defect in the seaworthiness, condition, design, operation or fitness for use or other Personcharacteristics of the Vessel; and (gw) any change in the ownership, direct or indirect, of the capital stock of the Owner or any of the Obligors; or (x) any other act, omission, occurrencecause, circumstance, happening or event whatsoeverhappening, whether similar or dissimilar to the foregoing, whether foreseen any present or unforeseen, future law to the contrary notwithstanding and any other circumstance which might otherwise constitute a legal or equitable defense, release or discharge (including the release or discharge of the liabilities of a guarantor or surety or which might otherwise limit recourse against the Borrower, any other Borrower Party, the Guarantor or any other Person, whether or not the Borrower, any other Borrower Party, the Guarantor, the Agent Obligor could have foreseen or any Lender shall have notice or knowledge of any of the foregoing. Except as specifically provided herein, the Charterer hereby waives any and all rights that it may now have or which at any time hereafter may be conferred upon it, by statute, at law, in admiralty or equity or otherwise, to terminate, cancel, quit or surrender this Charter. All payments hereunder shall be final and, once paid, be fully and finally earned and nonrefundable, and the Charterer shall not seek to recover all or any part of such payment from the Owner for any reason whatsoever. The Charterer shall remain obligated under this Charter in accordance with its terms and shall not take any action to terminate, rescind or avoid this Charter, notwithstanding any action for bankruptcy, insolvency, reorganization, liquidation, dissolution, or other proceeding affecting the Owner, any governmental authority or any other Person, or any action with respect to this Charter or any Charter Document which may be taken by any trustee, receiver or liquidator of the Owner, any governmental authority or any other Person or by any court with respect to the Owner or any governmental authority. The Charterer hereby waives all right (i) to terminate or surrender this Charter or (ii) to avail itself of any abatement, suspension, deferment, reduction, setoff, counterclaim or defense with respect to any amount payable hereunder. The Charterer shall remain obligated under this Charter in accordance with its terms and the Charterer hereby waives any and all rights now or hereafter conferred by statute, at law, in admiralty or equity or otherwise to limit or modify any of the Owner's rights or remedies or any of the Charterer's rights, remedies, obligations or liabilities as described in this Charter or any Charter Document (such waiver to include, without limitation, any and all rights and remedies against a lessor under Article 2A of the UCC or to avoid strict compliance with its obligations under this Charter).

Absolute Obligation. Subject to Section 8, no Guarantor shall be released from liability hereunder unless and until the provisions Commitment Termination Date shall have occurred and either (a) Payment in full of Sections 1, 2, 3 and 4, the obligations Borrower Obligations shall have been made or (b) Payment in full of the Guarantor hereunder Obligations of such Guarantor shall have been made. Each Guarantor acknowledges and agrees that (i) neither the Agent nor any Lender has made any representation or warranty to such Guarantor with respect to the Borrowers, any of their Subsidiaries, any Loan Document, or any agreement, instrument or document executed or delivered in connection therewith or any other matter whatsoever, and (ii) such Guarantor shall be absolute liable hereunder, and unconditional and such liability shall not be subject affected or impaired, irrespective of (A) the validity or enforceability of any Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, or the collectability of any of the Borrower Obligations, (B) the preference or priority ranking with respect to any reductionof the Borrower Obligations, limitation(C) the existence, impairment validity, enforceability or termination for perfection of any reasonsecurity interest or collateral security under any Loan Document, including, without limitation, any claim of waiver, or the release, surrenderexchange, alteration substitution or compromiseloss or impairment of any such security interest or collateral security, and shall not be subject to (D) any setofffailure, counterclaimdelay, deduction, diminution, abatement, suspension, reduction, recoupment neglect or termination whatsoever omission by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations. Without limiting the generality of the foregoing, subject to the provisions of Sections 1, 2, 3 and 4, the obligations of the Guarantor hereunder shall not be released, discharged, impaired or otherwise affected by any circumstance or condition whatsoever (whether or not the Borrower, any other Borrower Party, the Guarantor, the Agent or any Lender has knowledge thereofto realize upon or protect any direct or indirect collateral security, indebtedness, liability or obligation, any Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, or any of the Borrower Obligations, (E) the existence or exercise of any right of set-off by the Agent or any Lender, (F) the existence, validity or enforceability of any other guaranty with respect to any of the Borrower Obligations, the liability of any other Person in respect of any of the Borrower Obligations, or the release of any such Person or any other guarantor of any of the Borrower Obligations, (G) any act or omission of the Agent or any Lender in connection with the administration of any Loan Document, or any of the Borrower Obligations, (H) the bankruptcy, insolvency, reorganization or receivership of, or any other proceeding for the relief of debtors commenced by or against, any Person, (I) the disaffirmance or rejection, or the purported disaffirmance or purported rejection, of any of the Borrower Obligations, any Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, in any bankruptcy, insolvency, reorganization or receivership, or any other proceeding for the relief of debtor, relating to any Person, (J) any law, regulation or decree now or hereafter in effect which may or might in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a release or discharge of the Guarantor as a matter of law or equity (other than the indefeasible payment in full of all of the Guaranteed Obligations), including, without limitation: (a) any amendment, modification, addition, deletion or supplement to or other change to affect any of the terms or provisions of the any Loan DocumentsDocument, or any assignment agreement, instrument or transfer of any thereof, document executed or delivered in connection therewith or any furnishing, acceptance, surrender, substitution, modification or release of any security for, or guaranty of, the Guaranteed Obligations; (b) any failure, omission or delay on the part of the Borrower Obligations, or which might cause or permit to be invoked any other Borrower Party to comply with any term alteration in the time, amount, manner or payment or performance of any of the Loan Documents; (c) any waiver of the payment, performance or observance of any of the obligations, conditions, covenants or agreements contained in the Loan Documents or any of them or any delay on the part of the Agent or the Lenders to enforce, assert or exercise any right, power or remedy conferred on the Agent or the Lenders in the Loan Documents; (d) any extension of the time for payment of the principal of or premium (if any) or interest on any of the Guaranteed Obligations, or of the time for performance of any other obligations, covenants or agreements under or arising out of the Loan Documents or any of them, or the extension or the renewal thereof; (e) to the extent permitted by applicable law, any voluntary or involuntary bankruptcy, insolvency, reorganization, moratorium, arrangement, adjustment, readjustment, composition, assignment for the benefit of creditors, receivership, conservatorship, custodianship, liquidation, marshaling of assets Borrowers' obligations and liabilities or similar proceedings with respect to the Borrower, any other Borrower Party or the Guarantor or any other Person or any of their respective properties or creditors, or any action taken by any trustee or receiver or by any court in any such proceeding (including, without limitation, the Borrower Obligations), (K) the merger or consolidation of any automatic stay incident Borrower into or with any Person, (L) the sale by any Borrower of all or any part of its assets, (M) the fact that at any time and from time to any such proceeding); (f) any limitation, invalidity, irregularity or unenforceability, in whole or in part, limiting the liability or obligation time none of the Borrower Obligations may be outstanding or owing to the Agent or any other Borrower Party Lender, (N) any amendment or any security therefor modification of, or guarantee thereof or the Agent’s or the Lenders’ recourse to any such security or limiting the Agent’s or the Lenders’ right to a deficiency judgment against the Borrowersupplement to, any other Borrower Party, the Guarantor Loan Document or any other Person; and (gO) any other act, omission, occurrence, circumstance, happening reason or event whatsoever, whether similar or dissimilar to the foregoing, whether foreseen or unforeseen, and any other circumstance which might otherwise constitute a legal defense available to or equitable defense, release or discharge (including the release or a discharge of the Borrowers in respect of their obligations or liabilities of a guarantor or surety or which might otherwise limit recourse against the Borrower(including, any other Borrower Partywithout limitation, the Borrower Obligations) or of such Guarantor or in respect of any other Person, whether or not the Borrower, any other Borrower Party, the Guarantor, the Agent or any Lender shall have notice or knowledge of the foregoingGuarantor Obligations (other than by the performance in full thereof).

Absolute Obligation. Subject to the provisions of Sections 1, 2, 3 and 4, the The obligations of the Guarantor hereunder shall be under this Guaranty are absolute and unconditional without regard to lack of power or authority of Contractor to enter into the Contract or any other circumstances which might otherwise constitute a legal or equitable discharge of a surety or guarantor. Guarantor agrees that Owner and Contractor may modify or amend the Contract and that Owner may delay or extend the date on which any guaranteed obligation must be paid or performed, or release Contractor from any guaranteed obligation or waive any right thereunder, all without notice to or further assent by Guarantor, which shall remain bound by this Guaranty, notwithstanding any such act by Owner. The obligations of Guarantor under this Guaranty shall not be subject to affected, reduced, or impaired upon the happening of any reduction, limitation, impairment or termination for any reason, including, without limitation, any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any setoff, counterclaim, deduction, diminution, abatement, suspension, reduction, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations. Without limiting the generality of the foregoing, subject to the provisions of Sections 1, 2, 3 and 4, the obligations of the Guarantor hereunder shall not be released, discharged, impaired or otherwise affected by any circumstance or condition whatsoever (whether or not the Borrower, any other Borrower Party, the Guarantor, the Agent or any Lender has knowledge thereof) which may or might in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a release or discharge of the Guarantor as a matter of law or equity (other than the indefeasible payment in full of all of the Guaranteed Obligations), including, without limitationfollowing events: (a) any amendment, modification, addition, deletion or supplement the failure to or other change give notice to any Guarantor of the occurrence of a default under the terms and provisions of the Loan DocumentsContract, or any assignment or transfer provided Owner has complied with the notice requirements of any thereof, or any furnishing, acceptance, surrender, substitution, modification or release of any security for, or guaranty of, the Guaranteed ObligationsContract; (b) any failurethe change, omission modification or delay on the part of the Borrower or any other Borrower Party to comply with any term amendment of any of obligation, duty, guarantee, warranty, responsibility, covenant or agreement (including without limitation Change Orders) set forth in the Loan DocumentsContract; (c) any waiver of the paymentfailure, performance omission, delay by or observance of any of the obligations, conditions, covenants or agreements contained in the Loan Documents or any of them or any delay inability on the part of the Agent or the Lenders Owner to enforce, assert or exercise any right, power or remedy conferred on upon Owner under the Agent or the Lenders in the Loan DocumentsContract; (d) any extension of the time for payment of the principal of or premium (if any) or interest on any of the Guaranteed Obligations, or of the time for performance of any other obligations, covenants or agreements under or arising out of the Loan Documents or any of them, or the extension or the renewal thereof; (e) to the extent permitted by applicable law, any voluntary or involuntary bankruptcyliquidation, dissolution, sale or other disposition of all or substantially all of any of Contractor’s assets, the receivership, insolvency, reorganization, moratorium, arrangement, adjustment, readjustment, compositionbankruptcy, assignment for the benefit of creditors, receivershipreorganization of, conservatorship, custodianship, liquidation, marshaling of assets and liabilities or similar proceedings with respect to the Borrower, any other Borrower Party or the Guarantor or any other Person affecting Contractor or any of their respective properties the assets of Contractor; (e) the merger or creditorsconsolidation of Contractor into or with any corporation or other entity, or any action taken by any trustee Contractor’s loss of its separate corporate identity or receiver or by any court in any such proceeding (including, without limitation, any automatic stay incident its ceasing to any such proceeding)be an affiliate of Guarantor; (f) any limitation, invalidity, irregularity action by Owner under the Contract granting indulgence or unenforceability, in whole or in part, limiting the liability or obligation extension of the Borrower time for payment to Contractor or any other Borrower Party or any security therefor or guarantee thereof or the Agent’s or the Lenders’ recourse to any such security or limiting the Agent’s or the Lenders’ right to a deficiency judgment against the Borrower, any other Borrower Party, the Guarantor or any other Personsurety except as so granted; andor (g) the assignment of any right, title or interest of Owner in the Contract pursuant to the terms thereof to any other act, omission, occurrence, circumstance, happening person or event whatsoever, whether similar or dissimilar to the foregoing, whether foreseen or unforeseen, and any other circumstance which might otherwise constitute a legal or equitable defense, release or discharge (including the release or discharge of the liabilities of a guarantor or surety or which might otherwise limit recourse against the Borrower, any other Borrower Party, the Guarantor or any other Person, whether or not the Borrower, any other Borrower Party, the Guarantor, the Agent or any Lender shall have notice or knowledge of the foregoing)entity.

Absolute Obligation. Subject to the provisions of Sections 1, 2, 3 and 4, the obligations Except as provided by Section 8.2 of the Loan Agreement, no Subsidiary Guarantor hereunder shall be absolute released from liability hereunder unless and unconditional until the Commitments of the Lenders have terminated and either (i) the Borrower shall not be subject to any reductionhave paid in full the outstanding principal balance of the Loans, limitation, impairment or termination for any reason, including, without limitation, any claim of waiver, release, surrender, alteration or compromisetogether with all accrued and unpaid interest thereon, and shall not be subject to any setoff, counterclaim, deduction, diminution, abatement, suspension, reduction, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations. Without limiting the generality of the foregoing, subject to the provisions of Sections 1, 2, 3 all other amounts then due and 4, the obligations of the Guarantor hereunder shall not be released, discharged, impaired or otherwise affected by any circumstance or condition whatsoever (whether or not the Borrower, any other Borrower Party, the Guarantor, the Agent or any Lender has knowledge thereof) which may or might in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a release or discharge of the Guarantor as a matter of law or equity (other than the indefeasible payment in full of all of the Guaranteed Obligations), including, without limitation: (a) any amendment, modification, addition, deletion or supplement to or other change to any of the terms of owing under the Loan Documents, or (ii) the Guarantor Obligations of such Subsidiary Guarantor shall have been paid in full in cash. Each Subsidiary Guarantor acknowledges and agrees that (a) no Credit Party has made any assignment representation or transfer of any thereof, or any furnishing, acceptance, surrender, substitution, modification or release of any security for, or guaranty of, the Guaranteed Obligations; (b) any failure, omission or delay on the part of the Borrower or any other Borrower Party warranty to comply with any term of any of the Loan Documents; (c) any waiver of the payment, performance or observance of any of the obligations, conditions, covenants or agreements contained in the Loan Documents or any of them or any delay on the part of the Agent or the Lenders to enforce, assert or exercise any right, power or remedy conferred on the Agent or the Lenders in the Loan Documents; (d) any extension of the time for payment of the principal of or premium (if any) or interest on any of the Guaranteed Obligations, or of the time for performance of any other obligations, covenants or agreements under or arising out of the Loan Documents or any of them, or the extension or the renewal thereof; (e) to the extent permitted by applicable law, any voluntary or involuntary bankruptcy, insolvency, reorganization, moratorium, arrangement, adjustment, readjustment, composition, assignment for the benefit of creditors, receivership, conservatorship, custodianship, liquidation, marshaling of assets and liabilities or similar proceedings such Subsidiary Guarantor with respect to the Borrower, any other Borrower Party of its Subsidiaries, any Loan Document, or the Guarantor any agreement, instrument or document executed or delivered in connection therewith, or any other matter whatsoever, and (b) such Subsidiary Guarantor shall be liable hereunder, and such liability shall not be affected or impaired, irrespective of (A) the validity or enforceability of any Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, or the collectability of any of the Borrower Obligations, (B) the preference or priority ranking with respect to any of the Borrower Obligations, (C) the existence, validity, enforceability or perfection of any security interest or collateral security under any Loan Document, or the release, exchange, substitution or loss or impairment of any such security interest or collateral security, (D) any failure, delay, neglect or omission by any Credit Party to realize upon or protect any direct or indirect collateral security, indebtedness, liability or obligation, any Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, or any of the Borrower Obligations, (E) the existence or exercise of any right of set-off by any Credit Party, (F) the existence, validity or enforceability of any other guarantee with respect to any of the Borrower Obligations, the liability of any other Person in respect of any of the Borrower Obligations, or the release of any such Person or any other guarantor of their respective properties any of the Borrower Obligations, (G) any act or creditorsomission of any Credit Party in connection with the administration of any Loan Document or any of the Borrower Obligations, (H) the bankruptcy, insolvency, reorganization or receivership of, or any action taken other proceeding for the relief of debtors commenced by any trustee or receiver or by any court in any such proceeding (including, without limitationagainst, any automatic stay incident to Person, (I) the disaffirmance or rejection, or the purported disaffirmance or purported rejection, of any such proceeding); (f) any limitation, invalidity, irregularity or unenforceability, in whole or in part, limiting the liability or obligation of the Borrower Obligations, any Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, in any bankruptcy, insolvency, reorganization or receivership, or any other Borrower Party proceeding for the relief of debtor, relating to any Person, (J) any law, regulation or decree now or hereafter in effect which might in any manner affect any of the terms or provisions of any Loan Document, or any security therefor agreement, instrument or guarantee thereof document executed or delivered in connection therewith or any of the AgentBorrower Obligations, or which might cause or permit to be invoked any alteration in the time, amount, manner or payment or performance of any of the Borrower’s obligations and liabilities (including the Borrower Obligations), (K) the merger or consolidation of the Lenders’ recourse Borrower into or with any Person, (L) the sale by the Borrower of all or any part of its assets, (M) the fact that at any time and from time to time none of the Borrower Obligations may be outstanding or owing to any such security Credit Party, (N) any amendment or limiting the Agent’s modification of, or the Lenders’ right to a deficiency judgment against the Borrowersupplement to, any other Borrower PartyLoan Document, the Guarantor or any other Person; and (gO) any other act, omission, occurrence, circumstance, happening reason or event whatsoever, whether similar or dissimilar to the foregoing, whether foreseen or unforeseen, and any other circumstance which might otherwise constitute a legal defense available to or equitable defense, release a discharge of the Borrower in respect of its obligations or discharge liabilities (including the release Borrower Obligations) or discharge of such Subsidiary Guarantor in respect of any of the liabilities of a guarantor or surety or which might otherwise limit recourse against Guarantor Obligations (other than by the Borrower, any other Borrower Party, the Guarantor or any other Person, whether or not the Borrower, any other Borrower Party, the Guarantor, the Agent or any Lender shall have notice or knowledge of the foregoingperformance in full thereof).

Absolute Obligation. Subject Each Subsidiary Guarantor acknowledges and agrees that (i) no Secured Party has made any representation or warranty to such Subsidiary Guarantor with respect to the provisions Company, any of Sections 1its subsidiaries, 2any Transaction Documents or any agreement, 3 instrument or document executed or delivered in connection therewith, or any other matter whatsoever, and 4, the obligations of the (ii) such Subsidiary Guarantor hereunder shall be absolute liable hereunder, and unconditional and such liability shall not be subject affected or impaired, irrespective of (A) the validity or enforceability of any Transaction Documents, or any agreement, instrument or document executed or delivered in connection therewith, or the collectability of any of the Obligations, (B) the preference or priority ranking with respect to any reductionof the Obligations, limitation(C) the existence, validity, enforceability or perfection of any security interest or collateral security under any Transaction Documents, or the release, exchange, substitution or loss or impairment of any such security interest or termination for collateral security, (D) any reasonfailure, includingdelay, without limitationneglect or omission by any Secured Party to realize upon or protect any direct or indirect collateral security, indebtedness, liability or obligation, any claim Transaction Documents, or any agreement, instrument or document executed or delivered in connection therewith, or any of waiverthe Obligations, release(E) the existence or exercise of any right of set-off by any Secured Party, surrender(F) the existence, alteration validity or compromise, and shall not be subject enforceability of any other guaranty with respect to any setoff, counterclaim, deduction, diminution, abatement, suspension, reduction, recoupment or termination whatsoever by reason of the invalidityObligations, illegality or unenforceability the liability of any other person in respect of any of the Guaranteed Obligations. Without limiting , or the generality release of any such person or any other guarantor of any of the foregoingObligations, subject to (G) any act or omission of any Secured Party in connection with the provisions administration of Sections 1, 2, 3 and 4, the obligations any Transaction Documents or any of the Guarantor hereunder shall not be releasedObligations, discharged(H) the bankruptcy, impaired insolvency, reorganization or otherwise affected receivership of, or any other proceeding for the relief of debtors commenced by any circumstance or condition whatsoever (whether or not the Borroweragainst, any other Borrower Partyperson, (I) the Guarantordisaffirmance or rejection, or the Agent purported disaffirmance or purported rejection, of any of the Obligations, any Transaction Documents, or any Lender has knowledge thereofagreement, instrument or document executed or delivered in connection therewith, in any bankruptcy, insolvency, reorganization or receivership, or any other proceeding for the relief of debtor, relating to any person, (J) any law, regulation or decree now or hereafter in effect which may or might in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a release or discharge of the Guarantor as a matter of law or equity (other than the indefeasible payment in full of all of the Guaranteed Obligations), including, without limitation: (a) any amendment, modification, addition, deletion or supplement to or other change to affect any of the terms or provisions of the Loan any Transaction Documents, or any assignment agreement, instrument or transfer document executed or delivered in connection therewith or any of any thereofthe Obligations, or which might cause or permit to be invoked any furnishingalteration in the time, acceptanceamount, surrender, substitution, modification manner or release of any security for, payment or guaranty of, the Guaranteed Obligations; (b) any failure, omission or delay on the part of the Borrower or any other Borrower Party to comply with any term performance of any of the Loan Documents; Company's obligations and liabilities (cincluding the Obligations), (K) the merger or consolidation of the Company into or with any person, (L) the sale by the Comapny of all or any part of its assets, (M) the fact that at any time and from time to time none of the Obligations may be outstanding or owing to any Secured Party, (N) any waiver of the payment, performance amendment or observance of any of the obligations, conditions, covenants or agreements contained in the Loan Documents or any of them or any delay on the part of the Agent or the Lenders to enforce, assert or exercise any right, power or remedy conferred on the Agent or the Lenders in the Loan Documents; (d) any extension of the time for payment of the principal of or premium (if any) or interest on any of the Guaranteed Obligationsmodification of, or of the time for performance of supplement to, any other obligations, covenants or agreements under or arising out of the Loan Documents or any of themTransaction Documents, or the extension or the renewal thereof; (e) to the extent permitted by applicable law, any voluntary or involuntary bankruptcy, insolvency, reorganization, moratorium, arrangement, adjustment, readjustment, composition, assignment for the benefit of creditors, receivership, conservatorship, custodianship, liquidation, marshaling of assets and liabilities or similar proceedings with respect to the Borrower, any other Borrower Party or the Guarantor or any other Person or any of their respective properties or creditors, or any action taken by any trustee or receiver or by any court in any such proceeding (including, without limitation, any automatic stay incident to any such proceeding); (f) any limitation, invalidity, irregularity or unenforceability, in whole or in part, limiting the liability or obligation of the Borrower or any other Borrower Party or any security therefor or guarantee thereof or the Agent’s or the Lenders’ recourse to any such security or limiting the Agent’s or the Lenders’ right to a deficiency judgment against the Borrower, any other Borrower Party, the Guarantor or any other Person; and (gO) any other act, omission, occurrence, circumstance, happening reason or event whatsoever, whether similar or dissimilar to the foregoing, whether foreseen or unforeseen, and any other circumstance which might otherwise constitute a legal defense available to or equitable defense, release a discharge of the Comapny in respect of its obligations or discharge liabilities (including the release Obligations) or discharge of such Subsidiary Guarantor in respect of any of the liabilities of a guarantor or surety or which might otherwise limit recourse against Obligations (other than by the Borrower, any other Borrower Party, the Guarantor or any other Person, whether or not the Borrower, any other Borrower Party, the Guarantor, the Agent or any Lender shall have notice or knowledge of the foregoingperformance in full thereof).

Absolute Obligation. This Guarantee guarantees the payment of all Obligations of the Borrowers owed to the Bank now or hereafter existing, under any of the Loan Documents (as each may be amended, restated, supplemented or otherwise modified from time to time), whether for principal, interest, fees, expenses or otherwise, and the Guarantor agrees to pay all Obligations now or hereafter existing under this Guarantee. Subject to the provisions of Sections 12(c), 2, 3 5 and 48, the obligations of Guarantor shall be released from liability hereunder when all Obligations shall have been indefeasibly paid in full in cash, and all commitments under the Credit Agreement have terminated or expired. The Guarantor acknowledges and agrees that (a) the Bank has not made any representation or warranty to the Guarantor hereunder with respect to the Borrowers, any Loan Document, or any agreement, instrument or document executed or delivered in connection with the Obligations or any other matter whatsoever, and (b) the Guarantor shall be absolute liable hereunder, and unconditional and such liability shall not be subject affected or impaired, irrespective of (i) the validity or enforceability of any Loan Document or any agreement, instrument or document executed or delivered in connection with the Obligations, or the collectability of any of the Obligations, (ii) the preference or priority ranking with respect to any reductionof the Obligations, limitation(iii) the existence, validity, enforceability or perfection of any security interest or collateral security under any Loan Document or the release, exchange, substitution or loss or impairment of any such security interest or termination for collateral security, (iv) any reasonfailure, includingdelay, without limitationneglect or omission by the Bank to realize upon any direct or indirect collateral security, indebtedness, liability or obligation, any claim Loan Document or any agreement, instrument or document executed or delivered in connection with any of waiverthe Obligations, release(v) the existence or exercise of any right of set-off by the Bank, surrender(vi) the existence, alteration validity or compromise, and shall not be subject enforceability of any other guaranty with respect to any setoff, counterclaim, deduction, diminution, abatement, suspension, reduction, recoupment or termination whatsoever by reason of the invalidityObligations, illegality or unenforceability the liability of any other Person in respect of any of the Guaranteed Obligations. Without limiting , or the generality release of any such Person or any other guarantor(s) of any of the foregoingObligations, subject to the provisions of Sections 1, 2, 3 and 4, the obligations (vii) any act or omission of the Guarantor hereunder shall not be releasedBank in connection with the administration of any Loan Document or any of the Obligations, discharged(viii) the bankruptcy, impaired insolvency, reorganization or otherwise affected receivership of, or any other proceeding for the relief of debtors commenced by any circumstance or condition whatsoever (whether or not the Borroweragainst, any other Borrower PartyPerson, (ix) the Guarantordisaffirmance or rejection of any of the Obligations, the Agent any Loan Document or any Lender has knowledge thereofagreement, instrument or document executed or delivered in connection with any of the Obligations, in any bankruptcy, insolvency, reorganization or receivership, or any other proceeding for the relief of debtors, relating to any Person, (x) any law, regulation or decree now or hereafter in effect which may or might in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a release or discharge of the Guarantor as a matter of law or equity (other than the indefeasible payment in full of all of the Guaranteed Obligations), including, without limitation: (a) any amendment, modification, addition, deletion or supplement to or other change to affect any of the terms or provisions of any Loan Document or any agreement, instrument or document executed or delivered in connection with any of the Loan DocumentsObligations, or which might cause or permit to be invoked any assignment alteration in the time, amount, manner or transfer of any thereof, payment or any furnishing, acceptance, surrender, substitution, modification or release of any security for, or guaranty of, the Guaranteed Obligations; (b) any failure, omission or delay on the part of the Borrower or any other Borrower Party to comply with any term performance of any of the Loan Documents; (c) any waiver of the payment, performance or observance of any of the obligations, conditions, covenants or agreements contained in the Loan Documents or any of them or any delay on the part of the Agent or the Lenders to enforce, assert or exercise any right, power or remedy conferred on the Agent or the Lenders in the Loan Documents; (d) any extension of the time for payment of the principal of or premium (if any) or interest on any of the Guaranteed Obligations, or of the time for performance of any other obligations, covenants or agreements under or arising out of the Loan Documents or any of them, or the extension or the renewal thereof; (e) to the extent permitted by applicable law, any voluntary or involuntary bankruptcy, insolvency, reorganization, moratorium, arrangement, adjustment, readjustment, composition, assignment for the benefit of creditors, receivership, conservatorship, custodianship, liquidation, marshaling of assets Obligations and liabilities or similar proceedings with respect to the Borrower, any other Borrower Party or the Guarantor or any other Person or any of their respective properties or creditors, or any action taken by any trustee or receiver or by any court in any such proceeding (including, without limitation, the obligations of the Borrowers), (xi) the merger or consolidation of any automatic stay incident Borrower into or with any Person, (xii) the sale by any Borrower of all or any part of its assets, (xiii) the fact that at any time and from time to any such proceeding); time none of the Obligations may be outstanding or owing to the Bank, (fxiv) any limitationamendment, invalidityrestatement or modification of, irregularity or unenforceability, in whole or in part, limiting the liability or obligation of the Borrower or any other Borrower Party or any security therefor or guarantee thereof or the Agent’s or the Lenders’ recourse to any such security or limiting the Agent’s or the Lenders’ right to a deficiency judgment against the Borrowersupplement to, any other Borrower Party, the Guarantor Loan Document or any other Person; and (gxv) any other act, omission, occurrence, circumstance, happening reason or event whatsoever, whether similar or dissimilar to the foregoing, whether foreseen or unforeseen, and any other circumstance which might otherwise constitute a legal defense available to or equitable defense, release or discharge (including the release or a discharge of the any Borrower in respect of its obligations or liabilities or of a guarantor or surety or which might otherwise limit recourse against the Borrower, any other Borrower Party, the Guarantor or in respect of any other Person, whether or not the Borrower, any other Borrower Party, the Guarantor, the Agent or any Lender shall have notice or knowledge of the foregoingobligations of the Guarantor (other than the final and indefeasable payment in full in cash of the Obligations).

Absolute Obligation. Subject to No Subsidiary Guarantor shall be released from liability hereunder unless and until the provisions of Sections 1, 2, 3 and 4, the obligations Commitments of the Guarantor hereunder Lenders have terminated and either (i) the Borrower shall be absolute have paid in full the outstanding principal balance of the Loans, together with all accrued and unconditional and shall not be subject to any reduction, limitation, impairment or termination for any reason, including, without limitation, any claim of waiver, release, surrender, alteration or compromiseunpaid interest thereon, and shall not be subject to any setoff, counterclaim, deduction, diminution, abatement, suspension, reduction, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations. Without limiting the generality of the foregoing, subject to the provisions of Sections 1, 2, 3 all other amounts then due and 4, the obligations of the Guarantor hereunder shall not be released, discharged, impaired or otherwise affected by any circumstance or condition whatsoever (whether or not the Borrower, any other Borrower Party, the Guarantor, the Agent or any Lender has knowledge thereof) which may or might in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a release or discharge of the Guarantor as a matter of law or equity (other than the indefeasible payment in full of all of the Guaranteed Obligations), including, without limitation: (a) any amendment, modification, addition, deletion or supplement to or other change to any of the terms of owing under the Loan Documents, or (ii) the Guarantor Obligations of such Subsidiary Guarantor shall have been paid in full in cash. Each Subsidiary Guarantor acknowledges and agrees that (a) no Credit Party has made any assignment representation or transfer of any thereof, or any furnishing, acceptance, surrender, substitution, modification or release of any security for, or guaranty of, the Guaranteed Obligations; (b) any failure, omission or delay on the part of the Borrower or any other Borrower Party warranty to comply with any term of any of the Loan Documents; (c) any waiver of the payment, performance or observance of any of the obligations, conditions, covenants or agreements contained in the Loan Documents or any of them or any delay on the part of the Agent or the Lenders to enforce, assert or exercise any right, power or remedy conferred on the Agent or the Lenders in the Loan Documents; (d) any extension of the time for payment of the principal of or premium (if any) or interest on any of the Guaranteed Obligations, or of the time for performance of any other obligations, covenants or agreements under or arising out of the Loan Documents or any of them, or the extension or the renewal thereof; (e) to the extent permitted by applicable law, any voluntary or involuntary bankruptcy, insolvency, reorganization, moratorium, arrangement, adjustment, readjustment, composition, assignment for the benefit of creditors, receivership, conservatorship, custodianship, liquidation, marshaling of assets and liabilities or similar proceedings such Subsidiary Guarantor with respect to the Borrower, any other Borrower Party of its Subsidiaries, any Loan Document, or the Guarantor any agreement, instrument or document executed or delivered in connection therewith, or any other matter whatsoever, and (b) such Subsidiary Guarantor shall be liable hereunder, and such liability shall not be affected or impaired, irrespective of (A) the validity or enforceability of any Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, or the collectability of any of the Borrower Obligations, (B) the preference or priority ranking with respect to any of the Borrower Obligations, (C) the existence, validity, enforceability or perfection of any security interest or collateral security under any Loan Document, or the release, exchange, substitution or loss or impairment of any such security interest or collateral security, (D) any failure, delay, neglect or omission by any Credit Party to realize upon or protect any direct or indirect collateral security, indebtedness, liability or obligation, any Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, or any of the Borrower Obligations, (E) the existence or exercise of any right of set-off by any Credit Party, (F) the existence, validity or enforceability of any other guarantee with respect to any of the Borrower Obligations, the liability of any other Person in respect of any of the Borrower Obligations, or the release of any such Person or any other guarantor of their respective properties any of the Borrower Obligations, (G) any act or creditorsomission of any Credit Party in connection with the administration of any Loan Document or any of the Borrower Obligations, (H) the bankruptcy, insolvency, reorganization or receivership of, or any action taken other proceeding for the relief of debtors commenced by any trustee or receiver or by any court in any such proceeding (including, without limitationagainst, any automatic stay incident to Person, (I) the disaffirmance or rejection, or the purported disaffirmance or purported rejection, of any such proceeding); (f) any limitation, invalidity, irregularity or unenforceability, in whole or in part, limiting the liability or obligation of the Borrower Obligations, any Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, in any bankruptcy, insolvency, reorganization or receivership, or any other Borrower Party proceeding for the relief of debtor, relating to any Person, (J) any law, regulation or decree now or hereafter in effect which might in any manner affect any of the terms or provisions of any Loan Document, or any security therefor agreement, instrument or guarantee thereof document executed or delivered in connection therewith or any of the Agent’s Borrower Obligations, or which might cause or permit to be invoked any alteration in the Lenders’ recourse time, amount, manner or payment or performance of any of the Borrower's obligations and liabilities (including the Borrower Obligations), (K) the merger or consolidation of the Borrower into or with any Person, (L) the sale by the Borrower of all or any part of its assets, (M) the fact that at any time and from time to time none of the Borrower Obligations may be outstanding or owing to any such security Credit Party, (N) any amendment or limiting the Agent’s modification of, or the Lenders’ right to a deficiency judgment against the Borrowersupplement to, any other Borrower PartyLoan Document, the Guarantor or any other Person; and (gO) any other act, omission, occurrence, circumstance, happening reason or event whatsoever, whether similar or dissimilar to the foregoing, whether foreseen or unforeseen, and any other circumstance which might otherwise constitute a legal defense available to or equitable defense, release a discharge of the Borrower in respect of its obligations or discharge liabilities (including the release Borrower Obligations) or discharge of such Subsidiary Guarantor in respect of any of the liabilities of a guarantor or surety or which might otherwise limit recourse against Guarantor Obligations (other than by the Borrower, any other Borrower Party, the Guarantor or any other Person, whether or not the Borrower, any other Borrower Party, the Guarantor, the Agent or any Lender shall have notice or knowledge of the foregoingperformance in full thereof).

Absolute Obligation. This Guarantee guarantees the payment of all Obligations of the Borrowers owed to the Bank now or hereafter existing, under any of the Loan Documents (as each may be amended, restated, supplemented or otherwise modified from time to time), whether for principal, interest, fees, expenses or otherwise, and the Guarantor agrees to pay all Obligations now or hereafter existing under this Guarantee. Subject to the provisions of Sections 12(c), 2, 3 5 and 48, the obligations of Guarantor shall be released from liability hereunder when all Obligations shall have been indefeasibly paid in full in cash, and all commitments under the Term Loan Agreement have terminated or expired. The Guarantor acknowledges and agrees that (a) the Bank has not made any representation or warranty to the Guarantor hereunder with respect to the Borrowers, any Loan Document, or any agreement, instrument or document executed or delivered in connection with the Obligations or any other matter whatsoever, and (b) the Guarantor shall be absolute liable hereunder, and unconditional and such liability shall not be subject affected or impaired, irrespective of (i) the validity or enforceability of any Loan Document or any agreement, instrument or document executed or delivered in connection with the Obligations, or the collectability of any of the Obligations, (ii) the preference or priority ranking with respect to any reductionof the Obligations, limitation(iii) the existence, validity, enforceability or perfection of any security interest or collateral security under any Loan Document or the release, exchange, substitution or loss or impairment of any such security interest or termination for collateral security, (iv) any reasonfailure, includingdelay, without limitationneglect or omission by the Bank to realize upon any direct or indirect collateral security, indebtedness, liability or obligation, any claim Loan Document or any agreement, instrument or document executed or delivered in connection with any of waiverthe Obligations, release(v) the existence or exercise of any right of set‑off by the Bank, surrender(vi) the existence, alteration validity or compromise, and shall not be subject enforceability of any other guaranty with respect to any setoff, counterclaim, deduction, diminution, abatement, suspension, reduction, recoupment or termination whatsoever by reason of the invalidityObligations, illegality or unenforceability the liability of any other Person in respect of any of the Guaranteed Obligations. Without limiting , or the generality release of any such Person or any other guarantor(s) of any of the foregoingObligations, subject to the provisions of Sections 1, 2, 3 and 4, the obligations (vii) any act or omission of the Guarantor hereunder shall not be releasedBank in connection with the administration of any Loan Document or any of the Obligations, discharged(viii) the bankruptcy, impaired insolvency, reorganization or otherwise affected receivership of, or any other proceeding for the relief of debtors commenced by any circumstance or condition whatsoever (whether or not the Borroweragainst, any other Borrower PartyPerson, (ix) the Guarantordisaffirmance or rejection of any of the Obligations, the Agent any Loan Document or any Lender has knowledge thereofagreement, instrument or document executed or delivered in connection with any of the Obligations, in any bankruptcy, insolvency, reorganization or receivership, or any other proceeding for the relief of debtors, relating to any Person, (x) any law, regulation or decree now or hereafter in effect which may or might in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a release or discharge of the Guarantor as a matter of law or equity (other than the indefeasible payment in full of all of the Guaranteed Obligations), including, without limitation: (a) any amendment, modification, addition, deletion or supplement to or other change to affect any of the terms or provisions of any Loan Document or any agreement, instrument or document executed or delivered in connection with any of the Loan DocumentsObligations, or which might cause or permit to be invoked any assignment alteration in the time, amount, manner or transfer of any thereof, payment or any furnishing, acceptance, surrender, substitution, modification or release of any security for, or guaranty of, the Guaranteed Obligations; (b) any failure, omission or delay on the part of the Borrower or any other Borrower Party to comply with any term performance of any of the Loan Documents; (c) any waiver of the payment, performance or observance of any of the obligations, conditions, covenants or agreements contained in the Loan Documents or any of them or any delay on the part of the Agent or the Lenders to enforce, assert or exercise any right, power or remedy conferred on the Agent or the Lenders in the Loan Documents; (d) any extension of the time for payment of the principal of or premium (if any) or interest on any of the Guaranteed Obligations, or of the time for performance of any other obligations, covenants or agreements under or arising out of the Loan Documents or any of them, or the extension or the renewal thereof; (e) to the extent permitted by applicable law, any voluntary or involuntary bankruptcy, insolvency, reorganization, moratorium, arrangement, adjustment, readjustment, composition, assignment for the benefit of creditors, receivership, conservatorship, custodianship, liquidation, marshaling of assets Obligations and liabilities or similar proceedings with respect to the Borrower, any other Borrower Party or the Guarantor or any other Person or any of their respective properties or creditors, or any action taken by any trustee or receiver or by any court in any such proceeding (including, without limitation, the obligations of the Borrowers), (xi) the merger or consolidation of any automatic stay incident Borrower into or with any Person, (xii) the sale by any Borrower of all or any part of its assets, (xiii) the fact that at any time and from time to any such proceeding); time none of the Obligations may be outstanding or owing to the Bank, (fxiv) any limitationamendment, invalidityrestatement or modification of, irregularity or unenforceability, in whole or in part, limiting the liability or obligation of the Borrower or any other Borrower Party or any security therefor or guarantee thereof or the Agent’s or the Lenders’ recourse to any such security or limiting the Agent’s or the Lenders’ right to a deficiency judgment against the Borrowersupplement to, any other Borrower Party, the Guarantor Loan Document or any other Person; and (gxv) any other act, omission, occurrence, circumstance, happening reason or event whatsoever, whether similar or dissimilar to the foregoing, whether foreseen or unforeseen, and any other circumstance which might otherwise constitute a legal defense available to or equitable defense, release or discharge (including the release or a discharge of the any Borrower in respect of its obligations or liabilities or of a guarantor or surety or which might otherwise limit recourse against the Borrower, any other Borrower Party, the Guarantor or in respect of any other Person, whether or not the Borrower, any other Borrower Party, the Guarantor, the Agent or any Lender shall have notice or knowledge of the foregoingobligations of the Guarantor (other than the final and indefeasable payment in full in cash of the Obligations).

Absolute Obligation. Subject to the provisions of Sections 1, 2, 3 and 4Section 11.4, the obligations of the Guarantor hereunder shall be absolute and unconditional and Parent Borrower shall not be subject to any reduction, limitation, impairment or termination for any reason, including, without limitation, any claim of waiver, release, surrender, alteration or compromise, released from liability hereunder unless and until the Commitment Termination Date shall not be subject to any setoff, counterclaim, deduction, diminution, abatement, suspension, reduction, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations. Without limiting the generality of the foregoing, subject to the provisions of Sections 1, 2, 3 have occurred and 4, the obligations of the Guarantor hereunder shall not be released, discharged, impaired or otherwise affected by any circumstance or condition whatsoever (whether or not the Borrower, any other Borrower Party, the Guarantor, the Agent or any Lender has knowledge thereof) which may or might in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a release or discharge of the Guarantor as a matter of law or equity (other than the indefeasible payment in full of all of the Guaranteed Obligations), including, without limitation: either (a) any amendment, modification, addition, deletion or supplement to or other change to any each Subsidiary Borrower shall have paid in full the outstanding principal amount of the terms of Loans made to it, together with all accrued interest thereon and all other sums then due and owing by it under the Loan Documents, or (b) the Guarantor Obligations shall have been paid in full. The Parent Borrower acknowledges and agrees that (i) none of the Agents and the Lenders has made any assignment representation or transfer warranty to the Parent Borrower with respect to any Subsidiary Borrower, the other Subsidiaries of the Parent Borrower, any thereofLoan Document, or any furnishingagreement, acceptanceinstrument or document executed or delivered in connection therewith, surrenderor any other matter whatsoever, substitutionand (ii) the Parent Borrower shall be liable hereunder, modification and such liability shall not be affected or release impaired, irrespective of (A) the validity or enforceability of any Loan Document or any agreement, instrument or document executed or delivered in connection therewith, or the collectability of any of the Borrower Obligations, (B) the preference or priority ranking with respect to any of the Borrower Obligations, (C) the existence, validity, enforceability or perfection of any security forinterest or collateral security under any Loan Document or the release, exchange, substitution or guaranty ofloss or impairment of any such security interest or collateral security, the Guaranteed Obligations; (bD) any failure, delay, neglect or omission by either Agent or delay on the part any Lender to realize upon or protect any direct or indirect collateral security, indebtedness, liability or obligation, any Loan Document or any agreement, instrument or document executed or delivered in connection therewith, or any of the Borrower Obligations, (E) the existence or exercise of any right of set-off by either Agent or any Lender, (F) the existence, validity or enforceability of any other guaranty with respect to any of the Borrower Party to comply with Obligations, the liability of any term other Person in respect of any of the Loan Documents; (c) Borrower Obligations, or the release of any waiver of the payment, performance such Person or observance any other guarantor of any of the obligationsBorrower Obligations, conditions, covenants (G) any act or agreements contained omission of either Agent or any Lender in connection with the administration of any Loan Documents Document or any of them or any delay on the part of the Agent or the Lenders to enforce, assert or exercise any right, power or remedy conferred on the Agent or the Lenders in the Loan Documents; (d) any extension of the time for payment of the principal of or premium (if any) or interest on any of the Guaranteed Borrower Obligations, or of (H) the time for performance of any other obligations, covenants or agreements under or arising out of the Loan Documents or any of them, or the extension or the renewal thereof; (e) to the extent permitted by applicable law, any voluntary or involuntary bankruptcy, insolvency, reorganizationreorganization or receivership of, moratorium, arrangement, adjustment, readjustment, composition, assignment for the benefit of creditors, receivership, conservatorship, custodianship, liquidation, marshaling of assets and liabilities or similar proceedings with respect to the Borrower, any other Borrower Party or the Guarantor or any other Person proceeding for the relief of debtors commenced by or against, any Person, (I) the disaffirmance or rejection, or the purported disaffirmance or purported rejection, of any of the Borrower Obligations, any Loan Document or any agreement, instrument or document executed or delivered in connection therewith, in any bankruptcy, insolvency, reorganization or receivership, or any other proceeding for the relief of debtor, relating to any Person, (J) any law, regulation or decree now or hereafter in effect which might in any manner affect any of the terms or provisions of any Loan Document or any agreement, instrument or document executed or delivered in connection therewith or any of their respective properties or creditorsthe Borrower Obligations, or which might cause or permit to be invoked any action taken alteration in the time, amount, manner or payment or performance of any of the obligations and liabilities of any Subsidiary Borrower (including the Borrower Obligations), (K) the merger or consolidation of any Subsidiary Borrower into or with any Person, (L) the sale by any trustee Subsidiary Borrower of all or receiver or by any court in part of its assets, (M) the fact that at any such proceeding (including, without limitation, any automatic stay incident time and from time to any such proceeding); (f) any limitation, invalidity, irregularity or unenforceability, in whole or in part, limiting the liability or obligation time none of the Borrower Obligations may be outstanding or owing to either Agent or any other Borrower Party Lender, (N) any amendment or any security therefor modification of, or guarantee thereof or the Agent’s or the Lenders’ recourse to any such security or limiting the Agent’s or the Lenders’ right to a deficiency judgment against the Borrowersupplement to, any other Borrower PartyLoan Document, the Guarantor or any other Person; and (gO) any other act, omission, occurrence, circumstance, happening reason or event whatsoever, whether similar or dissimilar to the foregoing, whether foreseen or unforeseen, and any other circumstance which might otherwise constitute a legal defense available to or equitable defense, release a discharge of any Subsidiary Borrower in respect of its obligations or discharge liabilities (including the release Borrower Obligations) or discharge of the liabilities Parent Borrower in respect of a guarantor or surety or which might otherwise limit recourse against the Borrower, any other Borrower Party, of the Guarantor or any Obligations (other Person, whether or not than by the Borrower, any other Borrower Party, the Guarantor, the Agent or any Lender shall have notice or knowledge of the foregoingperformance in full thereof).

Absolute Obligation. Subject to No Subsidiary Guarantor shall be released from liability hereunder unless and until the provisions of Sections 1, 2, 3 and 4, the obligations Commitments of the Guarantor hereunder Lenders have terminated and either (i) the Borrower shall be absolute have paid in full the outstanding principal balance of the Loans, together with all accrued and unconditional and shall not be subject to any reduction, limitation, impairment or termination for any reason, including, without limitation, any claim of waiver, release, surrender, alteration or compromiseunpaid interest thereon, and shall not be subject to any setoff, counterclaim, deduction, diminution, abatement, suspension, reduction, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations. Without limiting the generality of the foregoing, subject to the provisions of Sections 1, 2, 3 all other amounts then due and 4, the obligations of the Guarantor hereunder shall not be released, discharged, impaired or otherwise affected by any circumstance or condition whatsoever (whether or not the Borrower, any other Borrower Party, the Guarantor, the Agent or any Lender has knowledge thereof) which may or might in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a release or discharge of the Guarantor as a matter of law or equity (other than the indefeasible payment in full of all of the Guaranteed Obligations), including, without limitation: (a) any amendment, modification, addition, deletion or supplement to or other change to any of the terms of owing under the Loan Documents, or (ii) the Guarantor Obligations of such Subsidiary Guarantor shall have been paid in full in cash. Each Subsidiary Guarantor acknowledges and agrees that (a) no Credit Party has made any assignment representation or transfer of any thereof, or any furnishing, acceptance, surrender, substitution, modification or release of any security for, or guaranty of, the Guaranteed Obligations; (b) any failure, omission or delay on the part of the Borrower or any other Borrower Party warranty to comply with any term of any of the Loan Documents; (c) any waiver of the payment, performance or observance of any of the obligations, conditions, covenants or agreements contained in the Loan Documents or any of them or any delay on the part of the Agent or the Lenders to enforce, assert or exercise any right, power or remedy conferred on the Agent or the Lenders in the Loan Documents; (d) any extension of the time for payment of the principal of or premium (if any) or interest on any of the Guaranteed Obligations, or of the time for performance of any other obligations, covenants or agreements under or arising out of the Loan Documents or any of them, or the extension or the renewal thereof; (e) to the extent permitted by applicable law, any voluntary or involuntary bankruptcy, insolvency, reorganization, moratorium, arrangement, adjustment, readjustment, composition, assignment for the benefit of creditors, receivership, conservatorship, custodianship, liquidation, marshaling of assets and liabilities or similar proceedings such Subsidiary Guarantor with respect to the Borrower, any other Borrower Party of its Subsidiaries, any Loan Document, or the Guarantor any agreement, instrument or document executed or delivered in connection therewith, or any other matter whatsoever, and (b) such Subsidiary Guarantor shall be liable hereunder, and such liability shall not be affected or impaired, irrespective of (A) the validity or enforceability of any Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, or the collectability of any of the Borrower Obligations, (B) the preference or priority ranking with respect to any of the Borrower Obligations, (C) the existence, validity, enforceability or perfection of any security interest or collateral security under any Loan Document, or the release, exchange, substitution, failure to perfect or loss or impairment of any such security interest or collateral security, (D) any failure, delay, neglect or omission by any Credit Party to realize upon or protect any direct or indirect collateral security, indebtedness, liability or obligation, any Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, or any of the Borrower Obligations, (E) the existence or exercise of any right of set‑off by any Credit Party, (F) the existence, validity or enforceability of any other guarantee with respect to any of the Borrower Obligations, the liability of any other Person in respect of any of the Borrower Obligations, or the release of any such Person or any other guarantor (including any other Subsidiary Guarantor) of their respective properties any of the Borrower Obligations, (G) any act or creditorsomission of any Credit Party in connection with the administration of any Loan Document or any of the Borrower Obligations, (H) the bankruptcy, insolvency, reorganization or receivership of, or any action taken other proceeding for the relief of debtors commenced by or against, any trustee Person, (I) the disaffirmance or receiver rejection, or by the purported disaffirmance or purported rejection, of any court of the Borrower Obligations, any of the Guarantor Obligations of any other Subsidiary Guarantor, any Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, in any such bankruptcy, insolvency, reorganization or receivership, or any other proceeding (includingfor the relief of debtor, without limitation, any automatic stay incident relating to any such proceeding); Person or otherwise, (fJ) any limitationlaw, invalidityregulation or decree now or hereafter in effect which might in any manner affect any of the terms or provisions of any Loan Document, irregularity or unenforceabilityany agreement, instrument or document executed or delivered in whole connection therewith or any of the Borrower Obligations, or which might cause or permit to be invoked any alteration in partthe time, limiting amount, manner or payment or performance of any of the liability Borrower's obligations and liabilities (including the Borrower Obligations), (K) the merger or obligation consolidation of the Borrower or any other Subsidiary Guarantor into or with any Person, (L) the sale by the Borrower Party or any security therefor or guarantee thereof or the Agent’s or the Lenders’ recourse to any such security or limiting the Agent’s or the Lenders’ right to a deficiency judgment against the Borrower, any other Borrower Party, the Guarantor or any other Person; and Subsidiary Guarantor of all or any part of its assets, (gM) the fact that at any time and from time to time none of the Borrower Obligations may be outstanding or owing to any Credit Party, (N) any amendment or modification of, or supplement to, any Loan Document, or (O) any other act, omission, occurrence, circumstance, happening reason or event whatsoever, whether similar or dissimilar to the foregoing, whether foreseen or unforeseen, and any other circumstance which might otherwise constitute a legal defense available to or equitable defense, release a discharge of the Borrower in respect of its obligations or discharge liabilities (including the release Borrower Obligations) or discharge of the liabilities of a guarantor or surety or which might otherwise limit recourse against the Borrower, any other Borrower Party, the Guarantor such or any other Person, whether or not the Borrower, Subsidiary Guarantor in respect of any other Borrower Party, the Guarantor, the Agent or any Lender shall have notice or knowledge of the foregoingGuarantor Obligations (other than by the performance in full thereof).

Absolute Obligation. Subject to the provisions of Sections 1, 2, 3 3, 4 and 45, the obligations of the Parent Guarantor hereunder shall be absolute and unconditional and shall not be subject to any reduction, limitation, impairment or termination for any reason, including, without limitation, any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any setoff, counterclaim, deduction, diminution, abatement, suspension, reduction, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Guaranteed ObligationsSupported Debt. Without limiting the generality of the foregoing, subject to the provisions of Sections 1, 2, 3 3, 4 and 45, the obligations of the Parent Guarantor hereunder shall not be released, discharged, impaired or otherwise affected by any circumstance or condition whatsoever (whether or not the BorrowerIssuers, any other Borrower Issuer Party, the Parent Guarantor, the Agent Trustee, or any Lender Holder has knowledge thereof) which may or might in any manner or to any extent vary the risk of the Parent Guarantor or otherwise operate as a release or discharge of the Parent Guarantor as a matter of law or equity (other than the indefeasible payment in full of all of the Guaranteed ObligationsSupported Debt), including, without limitation: (a) any amendment, modification, addition, deletion or supplement to or other change to any of the terms of the Loan DocumentsGuaranteed Obligations or any provisions of the Supported Debt, or any assignment or transfer of any thereof, or any furnishing, acceptance, surrender, substitution, modification or release of any security for, or guaranty of, any of the Guaranteed ObligationsObligations or the Supported Debt; (b) any failure, omission or delay on the part of the Borrower Issuers or any other Borrower Issuer Party to comply with any term of any of the Loan Documentsterms of the Supported Debt; (c) any waiver of the payment, performance or observance of any of the obligations, conditions, covenants or agreements contained in the Loan Documents or any of them Supported Debt or any delay on the part of the Agent Trustee or the Lenders Holders to enforce, assert or exercise any right, power or remedy conferred on the Agent Trustee or the Lenders Holders in the Loan DocumentsSupported Debt; (d) any extension of the time for payment of the principal of or premium (if any) or interest on any of the Guaranteed ObligationsSupported Debt, or of the time for performance of any other obligations, covenants or agreements under or arising out of the Loan Documents or any of them, Supported Debt or the extension or the renewal thereof; (e) to the extent permitted by applicable law, any voluntary or involuntary bankruptcy, insolvency, reorganization, moratorium, arrangement, adjustment, readjustment, composition, assignment for the benefit of creditors, receivership, conservatorship, custodianship, liquidation, marshaling of assets and liabilities or similar proceedings with respect to the BorrowerIssuers, any other Borrower Issuer Party or the Parent Guarantor or any other Person or any of their respective properties or creditors, or any action taken by any trustee or receiver or by any court in any such proceeding (including, without limitation, any automatic stay incident to any such proceeding); (f) any limitation, invalidity, irregularity or unenforceability, in whole or in part, limiting the liability or obligation of the Borrower Issuers or any other Borrower Issuer Party in respect of the Supported Debt or any security therefor or guarantee thereof or the AgentTrustee’s or the LendersHolders’ recourse to any such security or limiting the AgentTrustee’s or the LendersHolders’ right to a deficiency judgment against the BorrowerIssuers, any other Borrower Issuer Party, the Parent Guarantor or any other Person; and (g) any other act, omission, occurrence, circumstance, happening or event whatsoever, whether similar or dissimilar to the foregoing, whether foreseen or unforeseen, and any other circumstance which might otherwise constitute a legal or equitable defense, release or discharge (including the release or discharge of the liabilities of a guarantor or surety or which might otherwise limit recourse against the BorrowerIssuers, any other Borrower Issuer Party, the Parent Guarantor or any other Person, whether or not the BorrowerIssuers, any other Borrower Issuer Party, the Parent Guarantor, the Agent Trustee or any Lender shall the Holders have notice or knowledge of the foregoing).

Absolute Obligation. Subject to No Guarantor shall be released from liability hereunder unless and until the provisions Maturity Date shall have occurred and either (a) the Issuing Bank shall not have any obligation under the Letters of Sections 1, 2, 3 Credit and 4, the obligations Borrower shall have paid in full in cash the outstanding principal balance of the Guarantor hereunder shall be absolute and unconditional and shall not be subject to any reductionLoans, limitationtogether with all accrued interest thereon, impairment or termination for any reason, including, without limitation, any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any setoff, counterclaim, deduction, diminution, abatement, suspension, reduction, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations. Without limiting the generality of the foregoing, subject to the provisions of Sections 1, 2, 3 and 4, the obligations of the Guarantor hereunder shall not be released, discharged, impaired or otherwise affected by any circumstance or condition whatsoever (whether or not the Borrower, any other Borrower Party, the Guarantor, the Agent or any Lender has knowledge thereof) which may or might in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a release or discharge of the Guarantor as a matter of law or equity (other than the indefeasible payment in full of all of the Guaranteed Reimbursement Obligations), including, without limitation: (a) any amendment, modification, addition, deletion or supplement to or and all other change to any of the terms of sums then due and owing under the Loan Documents, or any assignment or transfer of any thereof, or any furnishing, acceptance, surrender, substitution, modification or release of any security for, or guaranty of, the Guaranteed Obligations; (b) the Guarantor Obligations of such Guarantor shall have been paid in full in cash. Each Guarantor acknowledges and agrees that (i) neither the Administrative Agent, the Issuing Bank nor any failure, omission Lender has made any representation or delay on the part of the Borrower or any other Borrower Party warranty to comply with any term of any of the Loan Documents; (c) any waiver of the payment, performance or observance of any of the obligations, conditions, covenants or agreements contained in the Loan Documents or any of them or any delay on the part of the Agent or the Lenders to enforce, assert or exercise any right, power or remedy conferred on the Agent or the Lenders in the Loan Documents; (d) any extension of the time for payment of the principal of or premium (if any) or interest on any of the Guaranteed Obligations, or of the time for performance of any other obligations, covenants or agreements under or arising out of the Loan Documents or any of them, or the extension or the renewal thereof; (e) to the extent permitted by applicable law, any voluntary or involuntary bankruptcy, insolvency, reorganization, moratorium, arrangement, adjustment, readjustment, composition, assignment for the benefit of creditors, receivership, conservatorship, custodianship, liquidation, marshaling of assets and liabilities or similar proceedings such Guarantor with respect to the Borrower, its Subsidiaries, any other Borrower Party Loan Document, any Interest Rate Protection Arrangement, or the Guarantor any agreement, instrument or document executed or delivered in connection therewith, or any other matter whatsoever, and (ii) such Guarantor shall be liable hereunder, and such liability shall not be affected or impaired, irrespective of (A) the validity or enforceability of any Loan Document, any Interest Rate Protection Arrangement, or any agreement, instrument or document executed or delivered in connection therewith, or the collectability of any of the Borrower Obligations, (B) the preference or priority ranking with respect to any of the Borrower Obligations, (C) the existence, validity, enforceability or perfection of any security interest or collateral security under any Loan Document, or any Interest Rate Protection Arrangement, or the release, exchange, substitution or loss or impairment of any such security interest or collateral security, (D) any failure, delay, neglect or omission by the Administrative Agent, the Issuing Bank or any Lender to realize upon, enforce or protect any direct or indirect collateral security, indebtedness, liability or obligation, any Loan Document, any Interest Rate Protection Arrangement, or any agreement, instrument or document executed or delivered in connection therewith, or any of the Borrower Obligations, (E) the existence or exercise of any right of set-off by the Administrative Agent, the Issuing Bank or any Lender, (F) the existence, validity or enforceability of any other guaranty with respect to any of the Borrower Obligations, the liability of any other Person in respect of any of the Borrower Obligations, or the release of any such Person or any other guarantor of their respective properties any of the Borrower Obligations, (G) any act or creditorsomission of the Administrative Agent, the Issuing Bank or any Lender in connection with the administration of any Loan Document, any Interest Rate Protection Arrangement, or any action taken by any trustee or receiver or by any court in any such proceeding (including, without limitation, any automatic stay incident to any such proceeding); (f) any limitation, invalidity, irregularity or unenforceability, in whole or in part, limiting the liability or obligation of the Borrower Obligations, (H) the bankruptcy, insolvency, reorganization or receivership of, or any other proceeding for the relief of debtors commenced by or against, any Person, (I) the disaffirmance or rejection, or the purported disaffirmance or purported rejection, of any of the Borrower Party Obligations, any Loan Document, any Interest Rate Protection Arrangement, or any security therefor agreement, instrument or guarantee thereof document executed or the Agent’s delivered in connection therewith, in any bankruptcy, insolvency, reorganization or the Lenders’ recourse to any such security or limiting the Agent’s or the Lenders’ right to a deficiency judgment against the Borrowerreceivership, any other Borrower Party, the Guarantor or any other proceeding for the relief of debtor, relating to any Person; and , (gJ) any law, regulation or decree now or hereafter in effect which might in any manner affect any of the terms or provisions of any Loan Document, any Interest Rate Protection Arrangement, or any agreement, instrument or document executed or delivered in connection therewith or any of the Borrower Obligations, or which might cause or permit to be invoked any alteration in the time, amount, manner or payment or performance of any of the Borrower's obligations and liabilities (including the Borrower Obligations), (K) the merger or consolidation of the Borrower into or with any Person, (L) the sale by the Borrower of all or any part of its assets, (M) the fact that at any time and from time to time none of the Borrower Obligations may be outstanding or owing to the Administrative Agent, the Issuing Bank or any Lender, (N) any amendment or modification of, or supplement to, any Loan Document or any Interest Rate Protection Arrangement or (O) any other act, omission, occurrence, circumstance, happening reason or event whatsoever, whether similar or dissimilar to the foregoing, whether foreseen or unforeseen, and any other circumstance which might otherwise constitute a legal defense available to or equitable defense, release a discharge of the Borrower in respect of its obligations or discharge liabilities (including the release Borrower Obligations) or discharge of such Guarantor in respect of any of the liabilities of a guarantor or surety or which might otherwise limit recourse against Guarantor Obligations (other than by the Borrower, any other Borrower Party, the Guarantor or any other Person, whether or not the Borrower, any other Borrower Party, the Guarantor, the Agent or any Lender shall have notice or knowledge of the foregoingperformance in full thereof).

Absolute Obligation. Subject to the provisions of Sections 1Except as provided by Section 8.2, 2, 3 10.12 and 4, the obligations 11.1 of the Credit Agreement, no Subsidiary Guarantor hereunder shall be absolute released from liability hereunder unless and unconditional until the Commitments of the Lenders have terminated and either (i) the Borrower shall not be subject to any reductionhave paid in full the outstanding principal balance of the Loans, limitation, impairment or termination for any reason, including, without limitation, any claim of waiver, release, surrender, alteration or compromisetogether with all accrued and unpaid interest thereon, and shall not be subject to any setoff, counterclaim, deduction, diminution, abatement, suspension, reduction, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations. Without limiting the generality of the foregoing, subject to the provisions of Sections 1, 2, 3 all other amounts then due and 4, the obligations of the Guarantor hereunder shall not be released, discharged, impaired or otherwise affected by any circumstance or condition whatsoever (whether or not the Borrower, any other Borrower Party, the Guarantor, the Agent or any Lender has knowledge thereof) which may or might in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a release or discharge of the Guarantor as a matter of law or equity (other than the indefeasible payment in full of all of the Guaranteed Obligations), including, without limitation: (a) any amendment, modification, addition, deletion or supplement to or other change to any of the terms of owing under the Loan Documents, or (ii) the Guarantor Obligations of such Subsidiary Guarantor shall have been paid in full in cash. Each Subsidiary Guarantor acknowledges and agrees that (a) no Credit Party has made any assignment representation or transfer of any thereof, or any furnishing, acceptance, surrender, substitution, modification or release of any security for, or guaranty of, the Guaranteed Obligations; (b) any failure, omission or delay on the part of the Borrower or any other Borrower Party warranty to comply with any term of any of the Loan Documents; (c) any waiver of the payment, performance or observance of any of the obligations, conditions, covenants or agreements contained in the Loan Documents or any of them or any delay on the part of the Agent or the Lenders to enforce, assert or exercise any right, power or remedy conferred on the Agent or the Lenders in the Loan Documents; (d) any extension of the time for payment of the principal of or premium (if any) or interest on any of the Guaranteed Obligations, or of the time for performance of any other obligations, covenants or agreements under or arising out of the Loan Documents or any of them, or the extension or the renewal thereof; (e) to the extent permitted by applicable law, any voluntary or involuntary bankruptcy, insolvency, reorganization, moratorium, arrangement, adjustment, readjustment, composition, assignment for the benefit of creditors, receivership, conservatorship, custodianship, liquidation, marshaling of assets and liabilities or similar proceedings such Subsidiary Guarantor with respect to the Borrower, any other Borrower Party of its Subsidiaries, any Loan Document, or the Guarantor any agreement, instrument or document executed or delivered in connection therewith, or any other matter whatsoever, and (b) such Subsidiary Guarantor shall be liable hereunder, and such liability shall not be affected or impaired, irrespective of (A) the validity or enforceability of any Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, or the collectability of any of the Borrower Obligations, (B) the preference or priority ranking with respect to any of the Borrower Obligations, (C) the existence, validity, enforceability or perfection of any security interest or collateral security under any Loan Document, or the release, exchange, substitution or loss or impairment of any such security interest or collateral security, (D) any failure, delay, neglect or omission by any Credit Party to realize upon or protect any direct or indirect collateral security, indebtedness, liability or obligation, any Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, or any of the Borrower Obligations, (E) the existence or exercise of any right of set-off by any Credit Party, (F) the existence, validity or enforceability of any other guarantee with respect to any of the Borrower Obligations, the liability of any other Person in respect of any of the Borrower Obligations, or the release of any such Person or any other guarantor of their respective properties any of the Borrower Obligations, (G) any act or creditorsomission of any Credit Party in connection with the administration of any Loan Document or any of the Borrower Obligations, (H) the bankruptcy, insolvency, reorganization or receivership of, or any action taken other proceeding for the relief of debtors commenced by any trustee or receiver or by any court in any such proceeding (including, without limitationagainst, any automatic stay incident to Person, (I) the disaffirmance or rejection, or the purported disaffirmance or purported rejection, of any such proceeding); (f) any limitation, invalidity, irregularity or unenforceability, in whole or in part, limiting the liability or obligation of the Borrower Obligations, any Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, in any bankruptcy, insolvency, reorganization or receivership, or any other Borrower Party proceeding for the relief of debtor, relating to any Person, (J) any law, regulation or decree now or hereafter in effect which might in any manner affect any of the terms or provisions of any Loan Document, or any security therefor agreement, instrument or guarantee thereof document executed or delivered in connection therewith or any of the AgentBorrower Obligations, or which might cause or permit to be invoked any alteration in the time, amount, manner or payment or performance of any of the Borrower’s obligations and liabilities (including the Borrower Obligations), (K) the merger or consolidation of the Lenders’ recourse Borrower into or with any Person, (L) the sale by the Borrower of all or any part of its assets, (M) the fact that at any time and from time to time none of the Borrower Obligations may be outstanding or owing to any such security Credit Party, (N) any amendment or limiting the Agent’s modification of, or the Lenders’ right to a deficiency judgment against the Borrowersupplement to, any other Borrower PartyLoan Document, the Guarantor or any other Person; and (gO) any other act, omission, occurrence, circumstance, happening reason or event whatsoever, whether similar or dissimilar to the foregoing, whether foreseen or unforeseen, and any other circumstance which might otherwise constitute a legal defense available to or equitable defense, release a discharge of the Borrower in respect of its obligations or discharge liabilities (including the release Borrower Obligations) or discharge of such Subsidiary Guarantor in respect of any of the liabilities of a guarantor or surety or which might otherwise limit recourse against Guarantor Obligations (other than by the Borrower, any other Borrower Party, the Guarantor or any other Person, whether or not the Borrower, any other Borrower Party, the Guarantor, the Agent or any Lender shall have notice or knowledge of the foregoingperformance in full thereof).

Absolute Obligation. Subject to the provisions of Sections 1, 2, 3 and 4, the obligations Except as provided by Section 8.2 and/or 10.12 of the Loan Agreement, no Subsidiary Guarantor hereunder shall be absolute released from liability hereunder unless and unconditional until the Commitments of the Lenders have terminated and either (i) the Borrower shall not be subject to any reductionhave paid in full the outstanding principal balance of the Loans, limitation, impairment or termination for any reason, including, without limitation, any claim of waiver, release, surrender, alteration or compromisetogether with all accrued and unpaid interest thereon, and shall not be subject to any setoff, counterclaim, deduction, diminution, abatement, suspension, reduction, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations. Without limiting the generality of the foregoing, subject to the provisions of Sections 1, 2, 3 all other amounts then due and 4, the obligations of the Guarantor hereunder shall not be released, discharged, impaired or otherwise affected by any circumstance or condition whatsoever (whether or not the Borrower, any other Borrower Party, the Guarantor, the Agent or any Lender has knowledge thereof) which may or might in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a release or discharge of the Guarantor as a matter of law or equity (other than the indefeasible payment in full of all of the Guaranteed Obligations), including, without limitation: (a) any amendment, modification, addition, deletion or supplement to or other change to any of the terms of owing under the Loan Documents, or (ii) the Guarantor Obligations of such Subsidiary Guarantor shall have been paid in full in cash. Each Subsidiary Guarantor acknowledges and agrees that (a) no Credit Party has made any assignment representation or transfer of any thereof, or any furnishing, acceptance, surrender, substitution, modification or release of any security for, or guaranty of, the Guaranteed Obligations; (b) any failure, omission or delay on the part of the Borrower or any other Borrower Party warranty to comply with any term of any of the Loan Documents; (c) any waiver of the payment, performance or observance of any of the obligations, conditions, covenants or agreements contained in the Loan Documents or any of them or any delay on the part of the Agent or the Lenders to enforce, assert or exercise any right, power or remedy conferred on the Agent or the Lenders in the Loan Documents; (d) any extension of the time for payment of the principal of or premium (if any) or interest on any of the Guaranteed Obligations, or of the time for performance of any other obligations, covenants or agreements under or arising out of the Loan Documents or any of them, or the extension or the renewal thereof; (e) to the extent permitted by applicable law, any voluntary or involuntary bankruptcy, insolvency, reorganization, moratorium, arrangement, adjustment, readjustment, composition, assignment for the benefit of creditors, receivership, conservatorship, custodianship, liquidation, marshaling of assets and liabilities or similar proceedings such Subsidiary Guarantor with respect to the Borrower, any other Borrower Party of its Subsidiaries, any Loan Document, or the Guarantor any agreement, instrument or document executed or delivered in connection therewith, or any other matter whatsoever, and (b) such Subsidiary Guarantor shall be liable hereunder, and such liability shall not be affected or impaired, irrespective of (A) the validity or enforceability of any Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, or the collectability of any of the Borrower Obligations, (B) the preference or priority ranking with respect to any of the Borrower Obligations, (C) the existence, validity, enforceability or perfection of any security interest or collateral security under any Loan Document, or the release, exchange, substitution or loss or impairment of any such security interest or collateral security, (D) any failure, delay, neglect or omission by any Credit Party to realize upon or protect any direct or indirect collateral security, indebtedness, liability or obligation, any Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, or any of the Borrower Obligations, (E) the existence or exercise of any right of set-off by any Credit Party, (F) the existence, validity or enforceability of any other guarantee with respect to any of the Borrower Obligations, the liability of any other Person in respect of any of the Borrower Obligations, or the release of any such Person or any other guarantor of their respective properties any of the Borrower Obligations, (G) any act or creditorsomission of any Credit Party in connection with the administration of any Loan Document or any of the Borrower Obligations, (H) the bankruptcy, insolvency, reorganization or receivership of, or any action taken other proceeding for the relief of debtors commenced by any trustee or receiver or by any court in any such proceeding (including, without limitationagainst, any automatic stay incident to Person, (I) the disaffirmance or rejection, or the purported disaffirmance or purported rejection, of any such proceeding); (f) any limitation, invalidity, irregularity or unenforceability, in whole or in part, limiting the liability or obligation of the Borrower Obligations, any Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, in any bankruptcy, insolvency, reorganization or receivership, or any other Borrower Party proceeding for the relief of debtor, relating to any Person, (J) any law, regulation or decree now or hereafter in effect which might in any manner affect any of the terms or provisions of any Loan Document, or any security therefor agreement, instrument or guarantee thereof document executed or delivered in connection therewith or any of the AgentBorrower Obligations, or which might cause or permit to be invoked any alteration in the time, amount, manner or payment or performance of any of the Borrower’s obligations and liabilities (including the Borrower Obligations), (K) the merger or consolidation of the Lenders’ recourse Borrower into or with any Person, (L) the sale by the Borrower of all or any part of its assets, (M) the fact that at any time and from time to time none of the Borrower Obligations may be outstanding or owing to any such security Credit Party, (N) any amendment or limiting the Agent’s modification of, or the Lenders’ right to a deficiency judgment against the Borrowersupplement to, any other Borrower PartyLoan Document, the Guarantor or any other Person; and (gO) any other act, omission, occurrence, circumstance, happening reason or event whatsoever, whether similar or dissimilar to the foregoing, whether foreseen or unforeseen, and any other circumstance which might otherwise constitute a legal defense available to or equitable defense, release a discharge of the Borrower in respect of its obligations or discharge liabilities (including the release Borrower Obligations) or discharge of such Subsidiary Guarantor in respect of any of the liabilities of a guarantor or surety or which might otherwise limit recourse against Guarantor Obligations (other than by the Borrower, any other Borrower Party, the Guarantor or any other Person, whether or not the Borrower, any other Borrower Party, the Guarantor, the Agent or any Lender shall have notice or knowledge of the foregoingperformance in full thereof).

Absolute Obligation. Subject Each Subsidiary Guarantor acknowledges and agrees that (i) no Secured Party has made any representation or warranty to such Subsidiary Guarantor with respect to the provisions Company, any of Sections 1its subsidiaries, 2any Loan Documents or any agreement, 3 instrument or document executed or delivered in connection therewith, or any other matter whatsoever, and 4, the obligations of the (ii) such Subsidiary Guarantor hereunder shall be absolute liable hereunder, and unconditional and such liability shall not be subject to affected or impaired, irrespective of (A) the validity or enforceability of any reductionLoan Documents , limitationor any agreement, impairment instrument or termination for document executed or delivered in connection therewith, or the collectability of any reason, including, without limitation, any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any setoff, counterclaim, deduction, diminution, abatement, suspension, reduction, recoupment or termination whatsoever by reason of the invalidityObligations, illegality (B) the preference or unenforceability of the Guaranteed Obligations. Without limiting the generality of the foregoing, subject to the provisions of Sections 1, 2, 3 and 4, the obligations of the Guarantor hereunder shall not be released, discharged, impaired or otherwise affected by any circumstance or condition whatsoever (whether or not the Borrower, any other Borrower Party, the Guarantor, the Agent or any Lender has knowledge thereof) which may or might in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a release or discharge of the Guarantor as a matter of law or equity (other than the indefeasible payment in full of all of the Guaranteed Obligations), including, without limitation: (a) any amendment, modification, addition, deletion or supplement to or other change priority ranking with respect to any of the terms of Obligations, (C) the Loan Documentsexistence, validity, enforceability or any assignment or transfer of any thereof, or any furnishing, acceptance, surrender, substitution, modification or release perfection of any security forinterest or collateral security under any Loan Documents , or guaranty ofthe release, the Guaranteed Obligations; exchange, substitution or loss or impairment of any such security interest or collateral security, (bD) any failure, delay, neglect or omission by any Secured Party to realize upon or delay on the part protect any direct or indirect collateral security, indebtedness, liability or obligation, any Loan Documents , or any agreement, instrument or document executed or delivered in connection therewith, or any of the Borrower Obligations, (E) the existence or exercise of any right of set-off by any Secured Party, (F) the existence, validity or enforceability of any other Borrower Party guaranty with respect to comply with any term of the Obligations, the liability of any other person in respect of any of the Loan Documents; (c) Obligations, or the release of any waiver of the payment, performance such person or observance any other guarantor of any of the obligationsObligations, conditions, covenants (G) any act or agreements contained omission of any Secured Party in connection with the administration of any Loan Documents or any of them or any delay on the part of the Agent or the Lenders to enforce, assert or exercise any right, power or remedy conferred on the Agent or the Lenders in the Loan Documents; (d) any extension of the time for payment of the principal of or premium (if any) or interest on any of the Guaranteed Obligations, or of (H) the time for performance of any other obligations, covenants or agreements under or arising out of the Loan Documents or any of them, or the extension or the renewal thereof; (e) to the extent permitted by applicable law, any voluntary or involuntary bankruptcy, insolvency, reorganizationreorganization or receivership of, moratorium, arrangement, adjustment, readjustment, composition, assignment for the benefit of creditors, receivership, conservatorship, custodianship, liquidation, marshaling of assets and liabilities or similar proceedings with respect to the Borrower, any other Borrower Party or the Guarantor or any other Person proceeding for the relief of debtors commenced by or against, any person, (I) the disaffirmance or rejection, or the purported disaffirmance or purported rejection, of any of the Obligations, any Loan Documents , or any agreement, instrument or document executed or delivered in connection therewith, in any bankruptcy, insolvency, reorganization or receivership, or any other proceeding for the relief of debtor, relating to any person, (J) any law, regulation or decree now or hereafter in effect which might in any manner affect any of the terms or provisions of any Loan Documents , or any agreement, instrument or document executed or delivered in connection therewith or any of their respective properties or creditorsthe Obligations, or which might cause or permit to be invoked any action taken alteration in the time, amount, manner or payment or performance of any of the Company's obligations and liabilities (including the Obligations), (K) the merger or consolidation of the Company into or with any person, (L) the sale by the Company of all or any trustee part of its assets, (M) the fact that at any time and from time to time none of the Obligations may be outstanding or receiver owing to any Secured Party, (N) any amendment or by any court in any such proceeding (includingmodification of, without limitationor supplement to, any automatic stay incident to any such proceeding); Loan Documents , or (f) any limitation, invalidity, irregularity or unenforceability, in whole or in part, limiting the liability or obligation of the Borrower or any other Borrower Party or any security therefor or guarantee thereof or the Agent’s or the Lenders’ recourse to any such security or limiting the Agent’s or the Lenders’ right to a deficiency judgment against the Borrower, any other Borrower Party, the Guarantor or any other Person; and (gO) any other act, omission, occurrence, circumstance, happening reason or event whatsoever, whether similar or dissimilar to the foregoing, whether foreseen or unforeseen, and any other circumstance which might otherwise constitute a legal defense available to or equitable defense, release a discharge of the Company in respect of its obligations or discharge liabilities (including the release Obligations) or discharge of such Subsidiary Guarantor in respect of any of the liabilities of a guarantor or surety or which might otherwise limit recourse against Obligations (other than by the Borrower, any other Borrower Party, the Guarantor or any other Person, whether or not the Borrower, any other Borrower Party, the Guarantor, the Agent or any Lender shall have notice or knowledge of the foregoingperformance in full thereof).

Absolute Obligation. Subject to No Subsidiary Guarantor shall be released from liability hereunder unless and until the provisions of Sections 1, 2, 3 and 4, the obligations Commitments of the Guarantor hereunder Lenders have terminated and either (i) the Borrower shall be absolute have paid in full the outstanding principal balance of the Loans, together with all accrued and unconditional and shall not be subject to any reduction, limitation, impairment or termination for any reason, including, without limitation, any claim of waiver, release, surrender, alteration or compromiseunpaid interest thereon, and shall not be subject to any setoff, counterclaim, deduction, diminution, abatement, suspension, reduction, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations. Without limiting the generality of the foregoing, subject to the provisions of Sections 1, 2, 3 all other amounts then due and 4, the obligations of the Guarantor hereunder shall not be released, discharged, impaired or otherwise affected by any circumstance or condition whatsoever (whether or not the Borrower, any other Borrower Party, the Guarantor, the Agent or any Lender has knowledge thereof) which may or might in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a release or discharge of the Guarantor as a matter of law or equity (other than the indefeasible payment in full of all of the Guaranteed Obligations), including, without limitation: (a) any amendment, modification, addition, deletion or supplement to or other change to any of the terms of owing under the Loan Documents, or (ii) the Guarantor Obligations of such Subsidiary Guarantor shall have been paid in full in cash. Each Subsidiary Guarantor acknowledges and agrees that (a) no Credit Party has made any assignment representation or transfer of any thereof, or any furnishing, acceptance, surrender, substitution, modification or release of any security for, or guaranty of, the Guaranteed Obligations; (b) any failure, omission or delay on the part of the Borrower or any other Borrower Party warranty to comply with any term of any of the Loan Documents; (c) any waiver of the payment, performance or observance of any of the obligations, conditions, covenants or agreements contained in the Loan Documents or any of them or any delay on the part of the Agent or the Lenders to enforce, assert or exercise any right, power or remedy conferred on the Agent or the Lenders in the Loan Documents; (d) any extension of the time for payment of the principal of or premium (if any) or interest on any of the Guaranteed Obligations, or of the time for performance of any other obligations, covenants or agreements under or arising out of the Loan Documents or any of them, or the extension or the renewal thereof; (e) to the extent permitted by applicable law, any voluntary or involuntary bankruptcy, insolvency, reorganization, moratorium, arrangement, adjustment, readjustment, composition, assignment for the benefit of creditors, receivership, conservatorship, custodianship, liquidation, marshaling of assets and liabilities or similar proceedings such Subsidiary Guarantor with respect to the Borrower, any other Borrower Party of its Subsidiaries, any Loan Document, or the Guarantor any agreement, instrument or document executed or delivered in connection therewith, or any other matter whatsoever, and (b) such Subsidiary Guarantor shall be liable hereunder, and such liability shall not be affected or impaired, irrespective of (A) the validity or enforceability of any Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, or the collectability of any of the Borrower Obligations, (B) the preference or priority ranking with respect to any of the Borrower Obligations, (C) the existence, validity, enforceability or perfection of any security interest or collateral security under any Loan Document, or the release, exchange, substitution, failure to perfect or loss or impairment of any such security interest or collateral security, (D) any failure, delay, neglect or omission by any Credit Party to realize upon or protect any direct or indirect collateral security, indebtedness, liability or obligation, any Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, or any of the Borrower Obligations, (E) the existence or exercise of any right of set-off by any Credit Party, (F) the existence, validity or enforceability of any other guarantee with respect to any of the Borrower Obligations, the liability of any other Person in respect of any of the Borrower Obligations, or the release of any such Person or any other guarantor (including any other Subsidiary Guarantor) of their respective properties any of the Borrower Obligations, (G) any act or creditorsomission of any Credit Party in connection with the administration of any Loan Document or any of the Borrower Obligations, (H) the bankruptcy, insolvency, reorganization or receivership of, or any action taken other proceeding for the relief of debtors commenced by or against, any trustee Person, (I) the disaffirmance or receiver rejection, or by the purported disaffirmance or purported rejection, of any court of the Borrower Obligations, any of the Guarantor Obligations of any other Subsidiary Guarantor, any Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, in any such bankruptcy, insolvency, reorganization or receivership, or any other proceeding (includingfor the relief of debtor, without limitation, any automatic stay incident relating to any such proceeding); Person or otherwise, (fJ) any limitationlaw, invalidityregulation or decree now or hereafter in effect which might in any manner affect any of the terms or provisions of any Loan Document, irregularity or unenforceabilityany agreement, instrument or document executed or delivered in whole connection therewith or any of the Borrower Obligations, or which might cause or permit to be invoked any alteration in partthe time, limiting amount, manner or payment or performance of any of the liability Borrower’s obligations and liabilities (including the Borrower Obligations), (K) the merger or obligation consolidation of the Borrower or any other Subsidiary Guarantor into or with any Person, (L) the sale by the Borrower Party or any security therefor or guarantee thereof or the Agent’s or the Lenders’ recourse to any such security or limiting the Agent’s or the Lenders’ right to a deficiency judgment against the Borrower, any other Borrower Party, the Guarantor or any other Person; and Subsidiary Guarantor of all or any part of its assets, (gM) the fact that at any time and from time to time none of the Borrower Obligations may be outstanding or owing to any Credit Party, (N) any amendment or modification of, or supplement to, any Loan Document, or (O) any other act, omission, occurrence, circumstance, happening reason or event whatsoever, whether similar or dissimilar to the foregoing, whether foreseen or unforeseen, and any other circumstance which might otherwise constitute a legal defense available to or equitable defense, release a discharge of the Borrower in respect of its obligations or discharge liabilities (including the release Borrower Obligations) or discharge of the liabilities of a guarantor or surety or which might otherwise limit recourse against the Borrower, any other Borrower Party, the Guarantor such or any other Person, whether or not the Borrower, Subsidiary Guarantor in respect of any other Borrower Party, the Guarantor, the Agent or any Lender shall have notice or knowledge of the foregoingGuarantor Obligations (other than by the performance in full thereof).

Absolute Obligation. Subject to the provisions of Sections 1, 2, 3 and 4, the obligations of the The Subsidiary Guarantor hereunder shall be absolute and unconditional and shall not be subject to any reductionreleased from liability hereunder unless and until the Commitments and Swingline Commitment have terminated and no Letters of Credit remain outstanding and either (i) the Borrower shall have paid in full the outstanding principal balance of the Loans, limitation, impairment or termination for any reason, including, without limitation, any claim of waiver, release, surrender, alteration or compromisetogether with all accrued and unpaid interest thereon, and shall not be subject to any setoff, counterclaim, deduction, diminution, abatement, suspension, reduction, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations. Without limiting the generality of the foregoing, subject to the provisions of Sections 1, 2, 3 all other amounts then due and 4, the obligations of the Guarantor hereunder shall not be released, discharged, impaired or otherwise affected by any circumstance or condition whatsoever (whether or not the Borrower, any other Borrower Party, the Guarantor, the Agent or any Lender has knowledge thereof) which may or might in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a release or discharge of the Guarantor as a matter of law or equity (other than the indefeasible payment in full of all of the Guaranteed Obligations), including, without limitation: (a) any amendment, modification, addition, deletion or supplement to or other change to any of the terms of owing under the Loan Documents, or any assignment or transfer of any thereof, or any furnishing, acceptance, surrender, substitution, modification or release of any security for, or guaranty of, (ii) the Guaranteed Obligations; (b) any failure, omission or delay on the part Guarantor Obligations of the Borrower Subsidiary Guarantor shall have been paid in full in cash. The Subsidiary Guarantor acknowledges and agrees that (a) no Credit Party has made any representation or any other Borrower Party to comply with any term of any of the Loan Documents; (c) any waiver of the payment, performance or observance of any of the obligations, conditions, covenants or agreements contained in the Loan Documents or any of them or any delay on the part of the Agent or the Lenders to enforce, assert or exercise any right, power or remedy conferred on the Agent or the Lenders in the Loan Documents; (d) any extension of the time for payment of the principal of or premium (if any) or interest on any of the Guaranteed Obligations, or of the time for performance of any other obligations, covenants or agreements under or arising out of the Loan Documents or any of them, or the extension or the renewal thereof; (e) warranty to the extent permitted by applicable law, any voluntary or involuntary bankruptcy, insolvency, reorganization, moratorium, arrangement, adjustment, readjustment, composition, assignment for the benefit of creditors, receivership, conservatorship, custodianship, liquidation, marshaling of assets and liabilities or similar proceedings Subsidiary Guarantor with respect to the Borrower, any other Borrower Party of its Subsidiaries, any Loan Document, or the Guarantor any agreement, instrument or document executed or delivered in connection therewith, or any other matter whatsoever, and (b) the Subsidiary Guarantor shall be liable hereunder, and such liability shall not be affected or impaired, irrespective of (A) the validity or enforceability of any Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, or the collectability of any of the Borrower Obligations, (B) the preference or priority ranking with respect to any of the Borrower Obligations, (C) the existence, validity, enforceability or perfection of any security interest or collateral security under any Loan Document, or the release, exchange, substitution or loss or impairment of any such security interest or collateral security, (D) any failure, delay, neglect or omission by any Credit Party to realize upon or protect any direct or indirect collateral security, indebtedness, liability or obligation, any Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, or any of the Borrower Obligations, (E) the existence or exercise of any right of set-off by any Credit Party, (F) the existence, validity or enforceability of any other guarantee with respect to any of the Borrower Obligations, the liability of any other Person in respect of any of the Borrower Obligations, or the release of any such Person or any other guarantor of their respective properties any of the Borrower Obligations, (G) any act or creditorsomission of any Credit Party in connection with the administration of any Loan Document or any of the Borrower Obligations, (H) the bankruptcy, insolvency, reorganization or receivership of, or any action taken other proceeding for the relief of debtors commenced by any trustee or receiver or by any court in any such proceeding (including, without limitationagainst, any automatic stay incident to Person, (I) the disaffirmance or rejection, or the purported disaffirmance or purported rejection, of any such proceeding); (f) any limitation, invalidity, irregularity or unenforceability, in whole or in part, limiting the liability or obligation of the Borrower Obligations, any Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, in any bankruptcy, insolvency, reorganization or receivership, or any other Borrower Party proceeding for the relief of debtor, relating to any Person, (J) any law, regulation or decree now or hereafter in effect which might in any manner affect any of the terms or provisions of any Loan Document, or any security therefor agreement, instrument or guarantee thereof document executed or delivered in connection therewith or any of the Agent’s Borrower Obligations, or which might cause or permit to be invoked any alteration in the Lenders’ recourse time, amount, manner or payment or performance of any of the Borrower's obligations and liabilities (including the Borrower Obligations), (K) the merger or consolidation of the Borrower into or with any Person, (L) the sale by the Borrower of all or any part of its assets, (M) the fact that at any time and from time to time none of the Borrower Obligations may be outstanding or owing to any such security Credit Party, (N) any amendment or limiting the Agent’s modification of, or the Lenders’ right to a deficiency judgment against the Borrowersupplement to, any other Borrower PartyLoan Document, the Guarantor or any other Person; and (gO) any other act, omission, occurrence, circumstance, happening reason or event whatsoever, whether similar or dissimilar to the foregoing, whether foreseen or unforeseen, and any other circumstance which might otherwise constitute a legal defense available to or equitable defense, release a discharge of the Borrower in respect of its obligations or discharge liabilities (including the release Borrower Obligations) or discharge of the liabilities Subsidiary Guarantor in respect of a guarantor or surety or which might otherwise limit recourse against the Borrower, any other Borrower Party, of the Guarantor or any Obligations (other Person, whether or not than by the Borrower, any other Borrower Party, the Guarantor, the Agent or any Lender shall have notice or knowledge of the foregoingperformance in full thereof).

Absolute Obligation. Subject to No Guarantor shall be released from liability hereunder unless and until the provisions of Sections 1, 2, 3 Commitments have terminated and 4, either (i) each Borrower shall have paid in full the obligations outstanding principal balance of the Guarantor hereunder shall be absolute Extensions of Credit owing by such Borrower, together with all accrued and unconditional and shall not be subject to any reduction, limitation, impairment or termination for any reason, including, without limitation, any claim of waiver, release, surrender, alteration or compromiseunpaid interest thereon, and shall not be subject to any setoff, counterclaim, deduction, diminution, abatement, suspension, reduction, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations. Without limiting the generality of the foregoing, subject to the provisions of Sections 1, 2, 3 all other amounts then due and 4, the obligations of the Guarantor hereunder shall not be released, discharged, impaired or otherwise affected by any circumstance or condition whatsoever (whether or not the Borrower, any other Borrower Party, the Guarantor, the Agent or any Lender has knowledge thereof) which may or might in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a release or discharge of the Guarantor as a matter of law or equity (other than the indefeasible payment in full of all of the Guaranteed Obligations), including, without limitation: (a) any amendment, modification, addition, deletion or supplement to or other change to any of the terms of owing under the Loan Documents, or (ii) the Obligations of such Guarantor shall have been paid in full in cash. Each Guarantor acknowledges and agrees that (a) no Bank has made any assignment representation or transfer warranty to such Guarantor with respect to either Borrower, any of its Subsidiaries, any thereofLoan Document, or any furnishingagreement, acceptanceinstrument or document executed or delivered in connection therewith, surrenderor any other matter whatsoever, substitutionand (b) such Guarantor shall be liable hereunder, modification and such liability shall not be affected or release impaired, irrespective of (A) the validity or enforceability of any Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, or the collectability of any of the Obligations, (B) the preference or priority ranking with respect to any of the Obligations, (C) the existence, validity, enforceability or perfection of any security forinterest or collateral security under any Loan Document, or guaranty ofthe release, the Guaranteed Obligations; exchange, substitution or loss or impairment of any such security interest or collateral security, (bD) any failure, delay, neglect or omission by any Bank to realize upon or delay on the part protect any direct or indirect collateral security, indebtedness, liability or obligation, any Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, or any of the Borrower Obligations, (E) the existence or exercise of any right of set-off by any Bank, (F) the existence, validity or 0enforceability of any other Borrower Party guarantee with respect to comply with any term of the Obligations, the liability of any other Person in respect of any of the Loan Documents; (c) Obligations, or the release of any waiver of the payment, performance such Person or observance any other guarantor of any of the obligationsObligations, conditions, covenants (G) any act or agreements contained omission of any Bank in connection with the administration of any Loan Documents Document or any of them or any delay on the part of the Agent or the Lenders to enforce, assert or exercise any right, power or remedy conferred on the Agent or the Lenders in the Loan Documents; (d) any extension of the time for payment of the principal of or premium (if any) or interest on any of the Guaranteed Obligations, or of (H) the time for performance of any other obligations, covenants or agreements under or arising out of the Loan Documents or any of them, or the extension or the renewal thereof; (e) to the extent permitted by applicable law, any voluntary or involuntary bankruptcy, insolvency, reorganizationreorganization or receivership of, moratorium, arrangement, adjustment, readjustment, composition, assignment for the benefit of creditors, receivership, conservatorship, custodianship, liquidation, marshaling of assets and liabilities or similar proceedings with respect to the Borrower, any other Borrower Party or the Guarantor or any other Person proceeding for the relief of debtors commenced by or against, any Person, (I) the disaffirmance or rejection, or the purported disaffirmance or purported rejection, of any of the Obligations, any Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, in any bankruptcy, insolvency, reorganization or receivership, or any other proceeding for the relief of debtor, relating to any Person, (J) any law, regulation or decree now or hereafter in effect that might in any manner affect any of the terms or provisions of any Loan Document, or any agreement, instrument or document executed or delivered in connection therewith or any of their respective properties or creditorsthe Obligations, or that might cause or permit to be invoked any action taken alteration in the time, amount, manner or payment or performance of any of the Primary Borrower Obligor's obligations and liabilities (including its Obligations), (K) the merger or consolidation of the Primary Borrower Obligor into or with any Person, (L) the sale by the Primary Borrower Obligor of all or any trustee part of its assets, (M) the fact that at any time and from time to time none of the Obligations may be outstanding or receiver owing to any Bank, (N) any amendment or by any court in any such proceeding (includingmodification of, without limitationor supplement to, any automatic stay incident to any such proceeding); Loan Document, or (f) any limitation, invalidity, irregularity or unenforceability, in whole or in part, limiting the liability or obligation of the Borrower or any other Borrower Party or any security therefor or guarantee thereof or the Agent’s or the Lenders’ recourse to any such security or limiting the Agent’s or the Lenders’ right to a deficiency judgment against the Borrower, any other Borrower Party, the Guarantor or any other Person; and (gO) any other act, omission, occurrence, circumstance, happening reason or event whatsoever, whether similar or dissimilar to the foregoing, whether foreseen or unforeseen, and any other circumstance which that might otherwise constitute a legal defense available to or equitable defense, release a discharge of the Primary Borrower Obligor in respect of its obligations or discharge liabilities (including the release Obligations) or discharge of such Guarantor in respect of any of the liabilities of a guarantor or surety or which might otherwise limit recourse against Guarantor Obligations (other than by the Borrower, any other Borrower Party, the Guarantor or any other Person, whether or not the Borrower, any other Borrower Party, the Guarantor, the Agent or any Lender shall have notice or knowledge of the foregoingperformance in full thereof).

Absolute Obligation. Subject Each Subsidiary Guarantor acknowledges and agrees that (i) no Secured Party has made any representation or warranty to such Subsidiary Guarantor with respect to the provisions Company, any of Sections 1its subsidiaries, 2any Note or any agreement, 3 instrument or document executed or delivered in connection therewith, or any other matter whatsoever, and 4, the obligations of the (ii) such Subsidiary Guarantor hereunder shall be absolute liable hereunder, and unconditional and such liability shall not be subject affected or impaired, irrespective of (A) the validity or enforceability of the Note, or any agreement, instrument or document executed or delivered in connection therewith, or the collectability of any of the Obligations, (B) the preference or priority ranking with respect to any reductionof the Obligations, limitation(C) the existence, validity, enforceability or perfection of any security interest or collateral security with respect to the Note, or the release, exchange, substitution or loss or impairment of any such security interest or termination collateral security, (D) any failure, delay, neglect or omission by any Secured Party to realize upon or protect any direct or indirect collateral security, indebtedness, liability or obligation, or any agreement, instrument or document executed or delivered in connection therewith, or any of the Obligations, (E) the existence or exercise of any right of set-off by any Secured Party, (F) the existence, validity or enforceability of any other guaranty with respect to any of the Obligations, the liability of any other person in respect of any of the Obligations, or the release of any such person or any other guarantor of any of the Obligations, (G) any act or omission of any Secured Party in connection with the administration of any Note or any of the Obligations, (H) the bankruptcy, insolvency, reorganization or receivership of, or any other proceeding for any reason, including, without limitationthe relief of debtors commenced by or against, any claim person, (I) the disaffirmance or rejection, or the purported disaffirmance or purported rejection, of waiverany of the Obligations, releaseor any agreement, surrenderinstrument or document executed or delivered in connection therewith, alteration in any bankruptcy, insolvency, reorganization or compromisereceivership, and shall not be subject or any other proceeding for the relief of debtor, relating to any setoffperson, counterclaim(J) any law, deduction, diminution, abatement, suspension, reduction, recoupment regulation or termination whatsoever by reason of the invalidity, illegality decree now or unenforceability of the Guaranteed Obligations. Without limiting the generality of the foregoing, subject to the provisions of Sections 1, 2, 3 and 4, the obligations of the Guarantor hereunder shall not be released, discharged, impaired or otherwise affected by any circumstance or condition whatsoever (whether or not the Borrower, any other Borrower Party, the Guarantor, the Agent or any Lender has knowledge thereof) hereafter in effect which may or might in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a release or discharge of the Guarantor as a matter of law or equity (other than the indefeasible payment in full of all of the Guaranteed Obligations), including, without limitation: (a) any amendment, modification, addition, deletion or supplement to or other change to affect any of the terms or provisions of the Loan DocumentsNote, or any assignment agreement, instrument or transfer document executed or delivered in connection therewith or any of any thereofthe Obligations, or which might cause or permit to be invoked any furnishingalteration in the time, acceptanceamount, surrender, substitution, modification manner or release of any security for, payment or guaranty of, the Guaranteed Obligations; (b) any failure, omission or delay on the part of the Borrower or any other Borrower Party to comply with any term performance of any of the Loan Documents; Company's obligations and liabilities (cincluding the Obligations), (K) the merger or consolidation of the Company into or with any person, (L) the sale by the Company of all or any part of its assets, (M) the fact that at any time and from time to time none of the Obligations may be outstanding or owing to any Secured Party, (N) any waiver of the payment, performance amendment or observance of any of the obligations, conditions, covenants or agreements contained in the Loan Documents or any of them or any delay on the part of the Agent or the Lenders to enforce, assert or exercise any right, power or remedy conferred on the Agent or the Lenders in the Loan Documents; (d) any extension of the time for payment of the principal of or premium (if any) or interest on any of the Guaranteed Obligationsmodification of, or of the time for performance of supplement to, any other obligations, covenants or agreements under or arising out of the Loan Documents or any of themNote, or the extension or the renewal thereof; (e) to the extent permitted by applicable law, any voluntary or involuntary bankruptcy, insolvency, reorganization, moratorium, arrangement, adjustment, readjustment, composition, assignment for the benefit of creditors, receivership, conservatorship, custodianship, liquidation, marshaling of assets and liabilities or similar proceedings with respect to the Borrower, any other Borrower Party or the Guarantor or any other Person or any of their respective properties or creditors, or any action taken by any trustee or receiver or by any court in any such proceeding (including, without limitation, any automatic stay incident to any such proceeding); (f) any limitation, invalidity, irregularity or unenforceability, in whole or in part, limiting the liability or obligation of the Borrower or any other Borrower Party or any security therefor or guarantee thereof or the Agent’s or the Lenders’ recourse to any such security or limiting the Agent’s or the Lenders’ right to a deficiency judgment against the Borrower, any other Borrower Party, the Guarantor or any other Person; and (gO) any other act, omission, occurrence, circumstance, happening reason or event whatsoever, whether similar or dissimilar to the foregoing, whether foreseen or unforeseen, and any other circumstance which might otherwise constitute a legal defense available to or equitable defense, release a discharge of the Company in respect of its obligations or discharge liabilities (including the release Obligations) or discharge of such Subsidiary Guarantor in respect of any of the liabilities of a guarantor or surety or which might otherwise limit recourse against Obligations (other than by the Borrower, any other Borrower Party, the Guarantor or any other Person, whether or not the Borrower, any other Borrower Party, the Guarantor, the Agent or any Lender shall have notice or knowledge of the foregoingperformance in full thereof).

Absolute Obligation. Subject to the provisions of Sections 1, 2, 3 and 4, the obligations of the The Guarantor hereunder shall be absolute and unconditional and shall not be subject to any reduction, limitation, impairment or termination for any reason, including, without limitation, any claim of waiver, release, surrender, alteration or compromise, released from liability hereunder unless and until the Termination Date and the Swing Line Maturity Date shall not be subject to any setoff, counterclaim, deduction, diminution, abatement, suspension, reduction, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations. Without limiting the generality of the foregoing, subject to the provisions of Sections 1, 2, 3 each have occurred and 4, the obligations of the Guarantor hereunder shall not be released, discharged, impaired or otherwise affected by any circumstance or condition whatsoever (whether or not the Borrower, any other Borrower Party, the Guarantor, the Agent or any Lender has knowledge thereof) which may or might in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a release or discharge of the Guarantor as a matter of law or equity (other than the indefeasible payment in full of all of the Guaranteed Obligations), including, without limitation: (a) any amendment, modification, addition, deletion or supplement to or other change to any the Borrower shall have paid in full in cash the outstanding principal balance of the terms of Revolving Credit Loans and the Term Loans, together with all accrued interest thereon, and all other Obligations and sums then due and owing under the Loan Documents, or any assignment or transfer of any thereof, or any furnishing, acceptance, surrender, substitution, modification or release of any security for, or guaranty of, the Guaranteed Obligations; (b) the Guarantor Obligations shall have been paid in full in cash. Guarantor acknowledges and agrees that a) neither the Agent, nor the Banks has made any failure, omission representation or delay on the part of the Borrower or any other Borrower Party to comply with any term of any of the Loan Documents; (c) any waiver of the payment, performance or observance of any of the obligations, conditions, covenants or agreements contained in the Loan Documents or any of them or any delay on the part of the Agent or the Lenders to enforce, assert or exercise any right, power or remedy conferred on the Agent or the Lenders in the Loan Documents; (d) any extension of the time for payment of the principal of or premium (if any) or interest on any of the Guaranteed Obligations, or of the time for performance of any other obligations, covenants or agreements under or arising out of the Loan Documents or any of them, or the extension or the renewal thereof; (e) warranty to the extent permitted by applicable law, any voluntary or involuntary bankruptcy, insolvency, reorganization, moratorium, arrangement, adjustment, readjustment, composition, assignment for the benefit of creditors, receivership, conservatorship, custodianship, liquidation, marshaling of assets and liabilities or similar proceedings Guarantor with respect to the Borrower, its Subsidiaries, any other Borrower Party Loan Document, or the Guarantor any agreement, instrument or document executed or delivered in connection therewith, or any other matter whatsoever, and b) the Guarantor shall be liable hereunder, and such liability shall not be affected or impaired, irrespective of (1) the validity or enforceability of any Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, or the collectability of any of the Obligations, (2) the preference or priority ranking with respect to any of the Obligations, (3) the existence, validity, enforceability or perfection of any security interest or collateral security under any Loan Document, or the release, exchange, substitution or loss or impairment of any such security interest or collateral security, (4) any failure, delay, neglect or omission by the Agent or the Banks to realize upon, enforce or protect any direct or indirect collateral security, indebtedness, liability or obligation, any Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, or any of the Obligations, (5) the existence or exercise of any right of set-off by the Agent or the Banks, (6) the existence, validity or enforceability of any other guaranty with respect to any of the Obligations, the liability of any other Person in respect of any of the Obligations, or the release of any such Person or any other guarantor of their respective properties any of the Obligations, (7) any act or creditorsomission of the Agent or the Banks in connection with the administration of any Loan Document, or any action taken of the Obligations, (8) the bankruptcy, insolvency, reorganization or receivership of, or any other proceeding for the relief of debtors commenced by or against, any trustee Person, (9) the disaffirmance or receiver rejection, or by the purported disaffirmance or purported rejection, of any court of the Obligations, any Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, in any such bankruptcy, insolvency, reorganization or receivership, or any other proceeding (includingfor the relief of debtor, without limitation, any automatic stay incident relating to any such proceeding); Person, (f10) any limitationlaw, invalidityregulation or decree now or hereafter in effect which might in any manner affect any of the terms or provisions of any Loan Document, irregularity or unenforceabilityany agreement, instrument or document executed or delivered in whole connection therewith or any of the Obligations, or which might cause or permit to be invoked any alteration in partthe time, limiting amount, manner or payment or performance of any of Obligations and liabilities (including the liability Obligations), (11) the merger or obligation consolidation of the Borrower into or with any Person, (12) the sale by the Borrower of all or any other Borrower Party part of its assets, (13) the fact that at any time and from time to time none of the Obligations may be outstanding or any security therefor or guarantee thereof owing to the Agent or the Agent’s Banks, (14) any amendment or the Lenders’ recourse to any such security modification of, or limiting the Agent’s or the Lenders’ right to a deficiency judgment against the Borrowersupplement to, any other Borrower Party, the Guarantor Loan Document or any other Person; and (g15) any other act, omission, occurrence, circumstance, happening reason or event whatsoever, whether similar or dissimilar to the foregoing, whether foreseen or unforeseen, and any other circumstance which might otherwise constitute a legal defense available to or equitable defense, release a discharge of the Borrower in respect of its obligations or discharge liabilities (including the release Obligations) or discharge of the liabilities Guarantor in respect of a guarantor or surety or which might otherwise limit recourse against the Borrower, any other Borrower Party, of the Guarantor or any Obligations (other Person, whether or not than by the Borrower, any other Borrower Party, the Guarantor, the Agent or any Lender shall have notice or knowledge of the foregoingperformance in full thereof).

Absolute Obligation. Subject to Section 10.5(c) hereof, no Subsidiary Guarantor shall be released from liability hereunder unless and until either (i) the provisions of Sections 1, 2, 3 and 4, Borrower shall have paid in full the obligations outstanding principal balance of the Guarantor hereunder shall be absolute Loans, together with all accrued and unconditional and shall not be subject to any reduction, limitation, impairment or termination for any reason, including, without limitation, any claim of waiver, release, surrender, alteration or compromiseunpaid interest thereon, and shall not be subject to any setoff, counterclaim, deduction, diminution, abatement, suspension, reduction, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations. Without limiting the generality of the foregoing, subject to the provisions of Sections 1, 2, 3 all other amounts then due and 4, the obligations of the Guarantor hereunder shall not be released, discharged, impaired or otherwise affected by any circumstance or condition whatsoever (whether or not the Borrower, any other Borrower Party, the Guarantor, the Agent or any Lender has knowledge thereof) which may or might in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a release or discharge of the Guarantor as a matter of law or equity (other than the indefeasible payment in full of all of the Guaranteed Obligations), including, without limitation: (a) any amendment, modification, addition, deletion or supplement to or other change to any of the terms of owing under the Loan Documents, or (ii) the Guarantor Obligations of such Subsidiary Guarantor shall have been paid in full in cash. Each Subsidiary Guarantor acknowledges and agrees that (a) the Lender has not made any assignment representation or transfer of any thereof, or any furnishing, acceptance, surrender, substitution, modification or release of any security for, or guaranty of, the Guaranteed Obligations; (b) any failure, omission or delay on the part of the Borrower or any other Borrower Party warranty to comply with any term of any of the Loan Documents; (c) any waiver of the payment, performance or observance of any of the obligations, conditions, covenants or agreements contained in the Loan Documents or any of them or any delay on the part of the Agent or the Lenders to enforce, assert or exercise any right, power or remedy conferred on the Agent or the Lenders in the Loan Documents; (d) any extension of the time for payment of the principal of or premium (if any) or interest on any of the Guaranteed Obligations, or of the time for performance of any other obligations, covenants or agreements under or arising out of the Loan Documents or any of them, or the extension or the renewal thereof; (e) to the extent permitted by applicable law, any voluntary or involuntary bankruptcy, insolvency, reorganization, moratorium, arrangement, adjustment, readjustment, composition, assignment for the benefit of creditors, receivership, conservatorship, custodianship, liquidation, marshaling of assets and liabilities or similar proceedings such Subsidiary Guarantor with respect to the Borrower, any other Borrower Party of its Subsidiaries, any Loan Document, or the Guarantor any agreement, instrument or document executed or delivered in connection therewith, or any other matter whatsoever, and (b) such Subsidiary Guarantor shall be liable hereunder, and such liability shall not be affected or impaired, irrespective of (A) the validity or enforceability of any Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, or the collectability of any of the Borrower Obligations, (B) the preference or priority ranking with respect to any of the Borrower Obligations, (C) the existence, validity, enforceability or perfection of any security interest or collateral security under any Loan Document, or the release, exchange, substitution or loss or impairment of any such security interest or collateral security, (D) any failure, delay, neglect or omission by the Lender to realize upon or protect any direct or indirect collateral security, indebtedness, liability or obligation, any Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, or any of the Borrower Obligations, (E) the existence or exercise of any right of set-off by the Lender, (F) the existence, validity or enforceability of any other Guaranty with respect to any of the Borrower Obligations, the liability of any other Person in respect of any of the Borrower Obligations, or the release of any such Person or any other guarantor of their respective properties any of the Borrower Obligations, (G) any act or creditorsomission of the Lender in connection with the administration of any Loan Document or any of the Borrower Obligations, (H) the bankruptcy, insolvency, reorganization or receivership of, or any action taken other proceeding for the relief of debtors commenced by any trustee or receiver or by any court in any such proceeding (including, without limitationagainst, any automatic stay incident to Person, (I) the disaffirmance or rejection, or the purported disaffirmance or purported rejection, of any such proceeding); (f) any limitation, invalidity, irregularity or unenforceability, in whole or in part, limiting the liability or obligation of the Borrower Obligations, any Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, in any bankruptcy, insolvency, reorganization or receivership, or any other Borrower Party proceeding for the relief of debtor, relating to any Person, (J) any law, regulation or decree now or hereafter in effect that might in any manner affect any of the terms or provisions of any Loan Document, or any security therefor agreement, instrument or guarantee thereof document executed or delivered in connection therewith or any of the Agent’s Borrower Obligations, or that might cause or permit to be invoked any alteration in the Lenders’ recourse to time, amount, manner or payment or performance of any such security or limiting the Agent’s or the Lenders’ right to a deficiency judgment against of the Borrower’s obligations and liabilities (including the Borrower Obligations), (K) the merger or consolidation of the Borrower into or with any Person, (L) the sale by the Borrower of all or any part of its assets, (M) the fact that at any time and from time to time none of the Borrower Obligations may be outstanding or owing to the Lender, (N) any amendment or modification of, or supplement to, any other Borrower PartyLoan Document, the Guarantor or any other Person; and (gO) any other act, omission, occurrence, circumstance, happening reason or event whatsoever, whether similar or dissimilar to the foregoing, whether foreseen or unforeseen, and any other circumstance which that might otherwise constitute a legal defense available to or equitable defense, release a discharge of the Borrower in respect of its obligations or discharge liabilities (including the release Borrower Obligations) or discharge of such Subsidiary Guarantor in respect of any of the liabilities of a guarantor or surety or which might otherwise limit recourse against Guarantor Obligations (other than by the Borrower, any other Borrower Party, the Guarantor or any other Person, whether or not the Borrower, any other Borrower Party, the Guarantor, the Agent or any Lender shall have notice or knowledge of the foregoingperformance in full thereof).

Absolute Obligation. Subject to Section 12.5(c), no Subsidiary Guarantor shall be released from liability hereunder unless and until the provisions of Sections 1, 2, 3 Commitments have terminated and 4, either (i) the obligations Borrower shall have paid in full the outstanding principal balance of the Guarantor hereunder shall be absolute Loans, together with all accrued and unconditional and shall not be subject to any reduction, limitation, impairment or termination for any reason, including, without limitation, any claim of waiver, release, surrender, alteration or compromiseunpaid interest thereon, and shall not be subject to any setoff, counterclaim, deduction, diminution, abatement, suspension, reduction, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations. Without limiting the generality of the foregoing, subject to the provisions of Sections 1, 2, 3 all other amounts then due and 4, the obligations of the Guarantor hereunder shall not be released, discharged, impaired or otherwise affected by any circumstance or condition whatsoever (whether or not the Borrower, any other Borrower Party, the Guarantor, the Agent or any Lender has knowledge thereof) which may or might in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a release or discharge of the Guarantor as a matter of law or equity (other than the indefeasible payment in full of all of the Guaranteed Obligations), including, without limitation: (a) any amendment, modification, addition, deletion or supplement to or other change to any of the terms of owing under the Loan Documents, or (ii) the Guarantor Obligations of such Subsidiary Guarantor shall have been paid in full in cash. Each Subsidiary Guarantor acknowledges and agrees that (a) no Credit Party has made any assignment representation or transfer of any thereof, or any furnishing, acceptance, surrender, substitution, modification or release of any security for, or guaranty of, the Guaranteed Obligations; (b) any failure, omission or delay on the part of the Borrower or any other Borrower Party warranty to comply with any term of any of the Loan Documents; (c) any waiver of the payment, performance or observance of any of the obligations, conditions, covenants or agreements contained in the Loan Documents or any of them or any delay on the part of the Agent or the Lenders to enforce, assert or exercise any right, power or remedy conferred on the Agent or the Lenders in the Loan Documents; (d) any extension of the time for payment of the principal of or premium (if any) or interest on any of the Guaranteed Obligations, or of the time for performance of any other obligations, covenants or agreements under or arising out of the Loan Documents or any of them, or the extension or the renewal thereof; (e) to the extent permitted by applicable law, any voluntary or involuntary bankruptcy, insolvency, reorganization, moratorium, arrangement, adjustment, readjustment, composition, assignment for the benefit of creditors, receivership, conservatorship, custodianship, liquidation, marshaling of assets and liabilities or similar proceedings such Subsidiary Guarantor with respect to the Borrower, any other Borrower Party of its Subsidiaries, any Loan Document, or the Guarantor any agreement, instrument or document executed or delivered in connection therewith, or any other matter whatsoever, and (b) such Subsidiary Guarantor shall be liable hereunder, and such liability shall not be affected or impaired, irrespective of (A) the validity or enforceability of any Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, or the collectability of any of the Borrower Obligations, (B) the preference or priority ranking with respect to any of the Borrower Obligations, (C) the existence, validity, enforceability or perfection of any security interest or collateral security under any Loan Document, or the release, exchange, substitution or loss or impairment of any such security interest or collateral security, (D) any failure, delay, neglect or omission by any Credit Party to realize upon or protect any direct or indirect collateral security, indebtedness, liability or obligation, any Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, or any of the Borrower Obligations, (E) the existence or exercise of any right of set-off by any Credit Party, (F) the existence, validity or enforceability of any other guarantee with respect to any of the Borrower Obligations, the liability of any other Person in respect of any of the Borrower Obligations, or the release of any such Person or any other guarantor of their respective properties any of the Borrower Obligations, (G) any act or creditorsomission of any Credit Party in connection with the administration of any Loan Document or any of the Borrower Obligations, (H) the bankruptcy, insolvency, reorganization or receivership of, or any action taken other proceeding for the relief of debtors commenced by any trustee or receiver or by any court in any such proceeding (including, without limitationagainst, any automatic stay incident to Person, (I) the disaffirmance or rejection, or the purported disaffirmance or purported rejection, of any such proceeding); (f) any limitation, invalidity, irregularity or unenforceability, in whole or in part, limiting the liability or obligation of the Borrower Obligations, any Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, in any bankruptcy, insolvency, reorganization or receivership, or any other Borrower Party proceeding for the relief of debtor, relating to any Person, (J) any law, regulation or decree now or hereafter in effect which might in any manner affect any of the terms or provisions of any Loan Document, or any security therefor agreement, instrument or guarantee thereof document executed or delivered in connection therewith or any of the Agent’s Borrower Obligations, or which might cause or permit to be invoked any alteration in the Lenders’ recourse time, amount, manner or payment or performance of any of the Borrower's obligations and liabilities (including the Borrower Obligations), (K) the merger or consolidation of the Borrower into or with any Person, (L) the sale by the Borrower of all or any part of its assets, (M) the fact that at any time and from time to time none of the Borrower Obligations may be outstanding or owing to any such security Credit Party, (N) any amendment or limiting the Agent’s modification of, or the Lenders’ right to a deficiency judgment against the Borrowersupplement to, any other Borrower PartyLoan Document, the Guarantor or any other Person; and (gO) any other act, omission, occurrence, circumstance, happening reason or event whatsoever, whether similar or dissimilar to the foregoing, whether foreseen or unforeseen, and any other circumstance which might otherwise constitute a legal defense available to or equitable defense, release a discharge of the Borrower in respect of its obligations or discharge liabilities (including the release Borrower Obligations) or discharge of such Subsidiary Guarantor in respect of any of the liabilities of a guarantor or surety or which might otherwise limit recourse against Guarantor Obligations (other than by the Borrower, any other Borrower Party, the Guarantor or any other Person, whether or not the Borrower, any other Borrower Party, the Guarantor, the Agent or any Lender shall have notice or knowledge of the foregoingperformance in full thereof).

Absolute Obligation. Subject to the provisions of Sections 1, 2, 3 and 4, the obligations of the Subsidiary Guarantor hereunder shall be absolute and unconditional and shall not be subject to any reductionreleased from liability hereunder unless and until the Commitments of the Lenders have terminated and either (i) the Borrower shall have paid in full the outstanding principal balance of the Loans, limitation, impairment or termination for any reason, including, without limitation, any claim of waiver, release, surrender, alteration or compromisetogether with all accrued and unpaid interest thereon, and shall not be subject to any setoff, counterclaim, deduction, diminution, abatement, suspension, reduction, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations. Without limiting the generality of the foregoing, subject to the provisions of Sections 1, 2, 3 all other amounts then due and 4, the obligations of the Guarantor hereunder shall not be released, discharged, impaired or otherwise affected by any circumstance or condition whatsoever (whether or not the Borrower, any other Borrower Party, the Guarantor, the Agent or any Lender has knowledge thereof) which may or might in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a release or discharge of the Guarantor as a matter of law or equity (other than the indefeasible payment in full of all of the Guaranteed Obligations), including, without limitation: (a) any amendment, modification, addition, deletion or supplement to or other change to any of the terms of owing under the Loan Documents, or (ii) the Guarantor Obligations of Subsidiary Guarantor shall have been paid in full in cash. Subsidiary Guarantor acknowledges and agrees that (a) no Credit Party has made any assignment representation or transfer of any thereof, or any furnishing, acceptance, surrender, substitution, modification or release of any security for, or guaranty of, the Guaranteed Obligations; (b) any failure, omission or delay on the part of the Borrower or any other Borrower Party warranty to comply with any term of any of the Loan Documents; (c) any waiver of the payment, performance or observance of any of the obligations, conditions, covenants or agreements contained in the Loan Documents or any of them or any delay on the part of the Agent or the Lenders to enforce, assert or exercise any right, power or remedy conferred on the Agent or the Lenders in the Loan Documents; (d) any extension of the time for payment of the principal of or premium (if any) or interest on any of the Guaranteed Obligations, or of the time for performance of any other obligations, covenants or agreements under or arising out of the Loan Documents or any of them, or the extension or the renewal thereof; (e) to the extent permitted by applicable law, any voluntary or involuntary bankruptcy, insolvency, reorganization, moratorium, arrangement, adjustment, readjustment, composition, assignment for the benefit of creditors, receivership, conservatorship, custodianship, liquidation, marshaling of assets and liabilities or similar proceedings Subsidiary Guarantor with respect to the Borrower, any other Borrower Party of its Subsidiaries, any Loan Document, or the Guarantor any agreement, instrument or document executed or delivered in connection therewith, or any other matter whatsoever, and (b) Subsidiary Guarantor shall be liable hereunder, and such liability shall not be affected or impaired, irrespective of (A) the validity or enforceability of any Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, or the collectibility of any of the Borrower Obligations, (B) the preference or priority ranking with respect to any of the Borrower Obligations, (C) the existence, validity, enforceability or perfection of any security interest or collateral security under any Loan Document, or the release, exchange, substitution or loss or impairment of any such security interest or collateral security, (D) any failure, delay, neglect or omission by any Credit Party to realize upon or protect any direct or indirect collateral security, indebtedness, liability or obligation, any Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, or any of the Borrower Obligations, (E) the existence or exercise of any right of set-off by any Credit Party, (F) the existence, validity or enforceability of any other guarantee with respect to any of the Borrower Obligations, the liability of any other Person in respect of any of the Borrower Obligations, or the release of any such Person or any other guarantor of their respective properties any of the Borrower Obligations, (G) any act or creditorsomission of any Credit Party in connection with the administration of any Loan Document or any of the Borrower Obligations, (H) the bankruptcy, insolvency, reorganization or receivership of, or any action taken other proceeding for the relief of debtors commenced by any trustee or receiver or by any court in any such proceeding (including, without limitationagainst, any automatic stay incident to Person, (I) the disaffirmance or rejection, or the purported disaffirmance or purported rejection, of any such proceeding); (f) any limitation, invalidity, irregularity or unenforceability, in whole or in part, limiting the liability or obligation of the Borrower Obligations, any Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, in any bankruptcy, insolvency, reorganization or receivership, or any other Borrower Party proceeding for the relief of debtor, relating to any Person, (J) any law, regulation or decree now or hereafter in effect which might in any manner affect any of the terms or provisions of any Loan Document, or any security therefor agreement, instrument or guarantee thereof document executed or delivered in connection therewith or any of the AgentBorrower Obligations, or which might cause or permit to be invoked any alteration in the time, amount, manner or payment or performance of any of the Borrower’s obligations and liabilities (including the Borrower Obligations), (K) the merger or consolidation of the Lenders’ recourse Borrower into or with any Person, (L) the sale by the Borrower of all or any part of its assets, (M) the fact that at any time and from time to time none of the Borrower Obligations may be outstanding or owing to any such security Credit Party, (N) any amendment or limiting the Agent’s modification of, or the Lenders’ right to a deficiency judgment against the Borrowersupplement to, any other Borrower PartyLoan Document, the Guarantor or any other Person; and (gO) any other act, omission, occurrence, circumstance, happening reason or event whatsoever, whether similar or dissimilar to the foregoing, whether foreseen or unforeseen, and any other circumstance which might otherwise constitute a legal defense available to or equitable defense, release or discharge (including the release or a discharge of the Borrower in respect of its obligations or liabilities (including th e Borrower Obligations) or of a guarantor or surety or which might otherwise limit recourse against the Borrower, Subsidiary Guarantor in respect of any other Borrower Party, of the Guarantor or any Obligations (other Person, whether or not than by the Borrower, any other Borrower Party, the Guarantor, the Agent or any Lender shall have notice or knowledge of the foregoingperformance in full thereof).

Absolute Obligation. Subject to the provisions of Sections 1, 2, 3 and 4, the (a) The obligations of the Guarantor hereunder Lessee to pay all amounts payable pursuant to this Lease (including specifically and without limitation amounts payable under Sections 7 and 11 hereof) shall be absolute and unconditional under any and shall not be subject to all circumstances of any reduction, limitation, impairment or termination for any reason, including, without limitation, any claim of waiver, release, surrender, alteration or compromisecharacter, and such amounts shall not be subject to any setoffpaid without notice, counterclaimdemand, deductiondefense, diminutionset-off, deduction or counterclaim and without abatement, suspension, reductiondeferment, recoupment diminution or termination whatsoever by reason reduction of any kind whatsoever, except as herein expressly otherwise provided. The obligation of the invalidityLessee to lease and pay Basic Rent, illegality or unenforceability of the Guaranteed Obligations. Without limiting the generality of the foregoingAdditional Rent, subject to the provisions of Sections 1, 2, 3 and 4, the obligations of the Guarantor hereunder shall not be released, discharged, impaired or otherwise affected by any circumstance or condition whatsoever (whether or not the Borrower, any other Borrower Party, the Guarantor, the Agent or any Lender has knowledge thereof) which may or might in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a release or discharge of the Guarantor as a matter of law or equity (other than the indefeasible payment in full of all of the Guaranteed Obligations), including, without limitation: (a) any amendment, modification, addition, deletion or supplement to or other change to any of the terms of the Loan Documents, or any assignment or transfer of any thereof, or any furnishing, acceptance, surrender, substitution, modification or release of any security for, or guaranty of, the Guaranteed Obligations; (b) any failure, omission or delay on the part of the Borrower or any other Borrower Party to comply with any term of any of the Loan Documents; (c) any waiver of the payment, performance or observance of any of the obligations, conditions, covenants or agreements contained in the Loan Documents or any of them or any delay on the part of the Agent or the Lenders to enforce, assert or exercise any right, power or remedy conferred on the Agent or the Lenders in the Loan Documents; (d) any extension of the time for payment of the principal of or premium (if any) or interest on any of the Guaranteed Obligations, or of the time for performance of any other obligations, covenants or agreements under or arising out of the Loan Documents or any of them, or the extension or the renewal thereof; (e) to the extent permitted by applicable law, any voluntary or involuntary bankruptcy, insolvency, reorganization, moratorium, arrangement, adjustment, readjustment, composition, assignment for the benefit of creditors, receivership, conservatorship, custodianship, liquidation, marshaling of assets and liabilities or similar proceedings with respect to the Borrower, any other Borrower Party or the Guarantor or any other Person or any of their respective properties or creditors, or any action taken by any trustee or receiver or by any court in any such proceeding amounts due hereunder (including, without limitation, the amounts required to be paid pursuant to paragraph (e) of Section 7 hereof) for the Project accepted for lease pursuant to this Lease is without any automatic stay incident warranty or representation, express or implied, as to any such proceedingmatter whatsoever on the part of the Lessor or any Assignee or any Affiliate of either, or anyone acting on behalf of any of them. THE LESSEE HAS SELECTED THE PROJECT ON THE BASIS OF ITS OWN JUDGMENT. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN UPON A TRANSFER OF THE LESSOR'S INTEREST IN THE PROJECT TO THE LESSEE OR A THIRD PARTY, NEITHER THE LESSOR NOR ANY ASSIGNEE NOR ANY AFFILIATE OF EITHER, NOR ANYONE ACTING ON BEHALF OF ANY OF THEM MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, AS TO THE SAFETY, TITLE, CONDITION, QUALITY, QUANTITY, FITNESS FOR USE, MERCHANTABILITY, CONFORMITY TO SPECIFICATION, OR ANY OTHER CHARACTERISTIC, OF THE PROJECT, OR AS TO WHETHER THE PROJECT OR THE OWNERSHIP, USE, OCCUPANCY OR POSSESSION THEREOF COMPLIES WITH ANY LAWS, RULES, REGULATIONS OR REQUIREMENTS OF ANY KIND. AS BETWEEN THE LESSEE AND THE LESSOR, ANY ASSIGNEE OR ANY INDEMNIFIED PERSON, THE LESSEE ASSUMES ALL RISKS AND WAIVES ANY AND ALL DEFENSES, SET-OFFS, DEDUCTIONS, COUNTERCLAIMS (OR OTHER RIGHTS), EXISTING OR FUTURE, AS TO THE LESSEE'S OBLIGATION TO PAY BASIC RENT AND ALL OTHER AMOUNTS PAYABLE HEREUNDER, INCLUDING, WITHOUT LIMITATION, ANY RELATING TO: (A) THE SAFETY, TITLE, CONDITION, QUALITY, FITNESS FOR USE, MERCHANTABILITY, CONFORMITY TO SPECIFICATION, OR ANY OTHER QUALITY OR CHARACTERISTIC OF THE PROJECT, LATENT OR NOT; (fB) ANY SET-OFF, COUNTERCLAIM, RECOUPMENT, ABATEMENT, DEFENSE OR OTHER RIGHT WHICH THE LESSEE MAY HAVE AGAINST THE LESSOR, ANY ASSIGNEE OR ANY INDEMNIFIED PERSON FOR ANY REASON WHATSOEVER ARISING OUT OF THIS OR ANY OTHER TRANSACTION OR MATTER; (C) ANY DEFECT IN TITLE OR OWNERSHIP OF THE PROJECT OR ANY TITLE ENCUMBRANCE NOW OR HEREAFTER EXISTING WITH RESPECT TO THE PROJECT; (D) ANY FAILURE OR DELAY IN DELIVERY OR ANY LOSS, THEFT OR DESTRUCTION OF, OR DAMAGE TO, THE PROJECT, IN WHOLE OR IN PART, OR CESSATION OF THE USE OR POSSESSION OF THE PROJECT BY THE LESSEE FOR ANY REASON WHATSOEVER AND OF WHATEVER DURATION, OR ANY CONDEMNATION, CONFISCATION, REQUISITION, SEIZURE, PURCHASE, TAKING OR FORFEITURE OF THE PROJECT, IN WHOLE OR IN PART; (E) ANY INABILITY OR ILLEGALITY WITH RESPECT TO THE USE, OWNERSHIP, OCCUPANCY OR POSSESSION OF THE PROJECT BY THE LESSEE; (F) ANY INSOLVENCY, BANKRUPTCY, REORGANIZATION OR SIMILAR PROCEEDING BY OR AGAINST THE LESSEE OR THE LESSOR OR ANY ASSIGNEE; (G) ANY FAILURE TO OBTAIN, OR EXPIRATION, SUSPENSION OR OTHER TERMINATION OF, OR INTERRUPTION TO, ANY REQUIRED LICENSES, PERMITS, CONSENTS, AUTHORIZATIONS, APPROVALS OR OTHER LEGAL REQUIREMENTS; (H) THE INVALIDITY OR UNENFORCEABILITY OF THIS LEASE OR ANY OTHER INFIRMITY HEREIN OR ANY LACK OF POWER OR AUTHORITY OF THE LESSOR OR THE LESSEE TO ENTER INTO THIS CONTRACT; (I) THE INVALIDITY OR UNENFORCEABILITY OF ANY BILL OF SALE EXECUTED IN CONNECTION WITH THIS LEASE OR ANY OTHEX XNFIRMITY THEREIN OR LACK OF POWER OR AUTHORITY OF ANY PARTY THERETO TO ENTER INTO SUCH BILL OF SALE; OR (J) ANY OTHER CIRCUMSTANCES OR HAPPENING WXXXXOEVER, WHETHER OR NOT SIMILAR TO ANY OF THE FOREGOING. THE LESSEE HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS WHICH IT MAY NOW HAVE OR WHICH AT ANY TIME HEREAFTER MAY BE CONFERRED UPON IT, BY STATUTE OR OTHERWISE, TO TERMINATE, CANCEL, QUIT, RESCIND OR SURRENDER THIS LEASE EXCEPT IN ACCORDANCE WITH THE EXPRESS TERMS HEREOF. Each payment of Basic Rent, Additional Rent and any limitationother amount due hereunder made by the Lessee shall be final, invalidityand the Lessee, irregularity without waiving any other remedies it may have, will not seek or unenforceabilityhave any right to recover all or any part of such payment from the Lessor or any Assignee for any reason whatsoever. (b) Notwithstanding any other provision contained in this Lease, it is specifically understood and agreed that neither the Lessor nor any Assignee nor any Affiliate of either, nor anyone acting on behalf of any of them makes any warranties or representations or has any responsibility to disclose any relevant information, nor, except as set forth in whole Section 21 of this Lease, has the Lessor or in partany Assignee or any Affiliate of either, limiting or anyone acting on behalf of any of them made any covenants or undertakings or has any other responsibility or duty, as to the liability accounting treatment to be accorded the Lessee or obligation of as to the Borrower U.S. Federal or any state income or any other Borrower Party or any security therefor or guarantee thereof or the Agent’s or the Lenders’ recourse to any such security or limiting the Agent’s or the Lenders’ right to a deficiency judgment against the Borrowertax consequences, any other Borrower Partyif any, the Guarantor or any other Person; and (g) any other act, omission, occurrence, circumstance, happening or event whatsoever, whether similar or dissimilar to the foregoing, whether foreseen Lessee as a result of or unforeseen, and any other circumstance which might otherwise constitute a legal or equitable defense, release or discharge (including the release or discharge by virtue of the liabilities of a guarantor or surety or which might otherwise limit recourse against the Borrower, any other Borrower Party, the Guarantor or any other Person, whether or not the Borrower, any other Borrower Party, the Guarantor, the Agent or any Lender shall have notice or knowledge of the foregoing)transactions contemplated by this Lease.

Absolute Obligation. Subject to the provisions of Sections 1, 2, 3 and 4, the obligations of the Guarantor hereunder shall be absolute and unconditional and The Parent Borrower shall not be subject to any reductionreleased from liability hereunder unless and until the Revolving Credit Maturity Date shall have occurred, limitation, impairment or termination for any reason, including, without limitation, any claim of waiver, release, surrender, alteration or compromisethe Commitments have been terminated and all outstanding Subsidiary Obligations shall have been paid in full in cash. The Parent Borrower acknowledges and agrees that it shall be liable hereunder, and such liability shall not be subject affected or impaired, irrespective of (A) the validity or enforceability of any Loan Document against any Subsidiary Borrower, or any agreement, instrument or document executed or delivered in connection therewith, or the collectibility of any of the Subsidiary Obligations, (B) the preference or priority ranking with respect to any setoff, counterclaim, deduction, diminution, abatement, suspension, reduction, recoupment or termination whatsoever by reason of the invaliditySubsidiary Obligations, illegality (C) the existence, validity, enforceability or unenforceability perfection of any security interest or collateral security under any Loan Document, or the Guaranteed Obligations. Without limiting release, exchange, substitution or loss or impairment of any such security interest or collateral security, (D) any failure, delay, neglect or omission by the generality of the foregoing, subject to the provisions of Sections 1, 2, 3 and 4, the obligations of the Guarantor hereunder shall not be released, discharged, impaired or otherwise affected by any circumstance or condition whatsoever (whether or not the Borrower, any other Borrower Party, the Guarantor, the Administrative Agent or any Lender has knowledge thereofto realize upon, enforce or protect any direct or indirect collateral security, indebtedness, liability or obligation, any Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, or any of the Subsidiary Obligations, (E) the existence or exercise of any right of set-off by the Administrative Agent or any Lender, (F) the existence, validity or enforceability of any other guaranty with respect to any of the Subsidiary Obligations, the liability of any other Person in respect of any of the Subsidiary Obligations, or the release of any such Person or any other guarantor of any of the Subsidiary Obligations, (G) any act or omission of the Administrative Agent or any Lender in connection with the administration of any Loan Document, or any of the Subsidiary Obligations, (H) the bankruptcy, insolvency, reorganization or receivership of, Table of Contents or any other proceeding for the relief of debtors commenced by or against, any Person, (I) the disaffirmance or rejection, or the purported disaffirmance or purported rejection, of any of the Subsidiary Obligations, any Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, in any bankruptcy, insolvency, reorganization or receivership, or any other proceeding for the relief of debtor, relating to any Person, (J) any law, regulation or decree now or hereafter in effect which may or might in any manner or to affect any extent vary the risk of the Guarantor terms or provisions of any Loan Document, or any agreement, instrument or document executed or delivered in connection therewith or any of the Subsidiary Obligations, or which might cause or permit to be invoked any alteration in the time, amount or manner of payment or performance of any of the Subsidiary Obligations and liabilities, (K) the merger or consolidation of the Parent Borrower into or with any Person, (L) the sale by any Subsidiary Borrower or the Parent Borrower of all or any part of its assets, (M) the fact that at any time and from time to time there may be no Subsidiary Obligations outstanding or owing to the Administrative Agent or any Lender, (N) any amendment or modification of, or supplement to, any Loan Document or (O) any other reason or circumstance which might otherwise operate as constitute a release defense available to or a discharge of the Guarantor as Parent Borrower in respect of its obligations or liabilities (including the Subsidiary Obligations), or any other fact or circumstance which would excuse the obligation of a matter of law guarantor or equity (surety, other than by the performance in full thereof. The Parent Borrower waives (i), demand, protest and notice of any kind; (ii) any defense based upon or arising out of any defense which any Subsidiary Borrower may have to the payment or performance of any part of its Subsidiary Obligations; (iii) any defense based upon any disbursements by the Administrative Agent or the Lenders to any Subsidiary Borrower pursuant to any agreements or instruments governing the Subsidiary Obligations, whether same be deemed an additional advance or be deemed to be paid out of any special interest or other fund accounts, as constituting unauthorized payments hereunder or amounts not guaranteed by this guaranty; (iv) until the indefeasible payment in full of the Subsidiary Obligations, all rights of the Guaranteed Obligations)Parent Borrower to proceed against any Subsidiary Borrower, including, without limitation: including but not limited to all rights of subrogation and all rights to enforce any remedy that the Parent Borrower may have against any Subsidiary Borrower and (av) any amendment, modification, addition, deletion or supplement all rights to or other change to any of the terms of the Loan Documents, or any assignment or transfer of any thereof, or any furnishing, acceptance, surrender, substitution, modification or release of participate in any security for, or guaranty of, held by the Guaranteed Obligations; (b) any failure, omission or delay on the part of the Borrower or any other Borrower Party to comply with any term of any of the Loan Documents; (c) any waiver of the payment, performance or observance of any of the obligations, conditions, covenants or agreements contained in the Loan Documents or any of them or any delay on the part of the Administrative Agent or the Lenders to enforce, assert or exercise any right, power or remedy conferred on the Agent or the Lenders in the Loan Documents; (d) any extension of the time for payment of the principal of or premium (if any) or interest on any of the Guaranteed Obligations, or of the time for performance of any other obligations, covenants or agreements under or arising out of the Loan Documents or any of them, or the extension or the renewal thereof; (e) to the extent permitted by applicable law, any voluntary or involuntary bankruptcy, insolvency, reorganization, moratorium, arrangement, adjustment, readjustment, composition, assignment for the benefit of creditors, receivership, conservatorship, custodianship, liquidation, marshaling of assets and liabilities or similar proceedings with respect to the Borrower, any other Borrower Party or the Guarantor or any other Person or any of their respective properties or creditors, or any action taken by any trustee or receiver or by any court in any such proceeding (including, without limitation, any automatic stay incident to any such proceeding); (f) any limitation, invalidity, irregularity or unenforceability, in whole or in part, limiting the liability or obligation of the Borrower or any other Borrower Party or any security therefor or guarantee thereof or the Agent’s or the Lenders’ recourse to any such security or limiting the Agent’s or the Lenders’ right to a deficiency judgment against the Borrower, any other Borrower Party, the Guarantor or any other Person; and (g) any other act, omission, occurrence, circumstance, happening or event whatsoever, whether similar or dissimilar to the foregoing, whether foreseen or unforeseen, and any other circumstance which might otherwise constitute a legal or equitable defense, release or discharge (including the release or discharge of the liabilities of a guarantor or surety or which might otherwise limit recourse against the Borrower, any other Borrower Party, the Guarantor or any other Person, whether or not the Borrower, any other Borrower Party, the Guarantor, the Agent or any Lender shall have notice or knowledge of the foregoing)Subsidiary Obligations.

Absolute Obligation. Subject to the provisions of Sections 1, 2, 3 and 4, the obligations of the Subsidiary Guarantor hereunder shall be absolute and unconditional and shall not be subject to any reductionreleased from liability hereunder unless and until the Commitments of the Lenders have terminated and either (i) the Borrower shall have paid in full the outstanding principal balance of the Loans, limitation, impairment or termination for any reason, including, without limitation, any claim of waiver, release, surrender, alteration or compromisetogether with all accrued and unpaid interest thereon, and shall not be subject to any setoff, counterclaim, deduction, diminution, abatement, suspension, reduction, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations. Without limiting the generality of the foregoing, subject to the provisions of Sections 1, 2, 3 all other amounts then due and 4, the obligations of the Guarantor hereunder shall not be released, discharged, impaired or otherwise affected by any circumstance or condition whatsoever (whether or not the Borrower, any other Borrower Party, the Guarantor, the Agent or any Lender has knowledge thereof) which may or might in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a release or discharge of the Guarantor as a matter of law or equity (other than the indefeasible payment in full of all of the Guaranteed Obligations), including, without limitation: (a) any amendment, modification, addition, deletion or supplement to or other change to any of the terms of owing under the Loan Documents, or (ii) the Guarantor Obligations of Subsidiary Guarantor shall have been paid in full in cash. Subsidiary Guarantor acknowledges and agrees that (a) no Credit Party has made any assignment representation or transfer of any thereof, or any furnishing, acceptance, surrender, substitution, modification or release of any security for, or guaranty of, the Guaranteed Obligations; (b) any failure, omission or delay on the part of the Borrower or any other Borrower Party warranty to comply with any term of any of the Loan Documents; (c) any waiver of the payment, performance or observance of any of the obligations, conditions, covenants or agreements contained in the Loan Documents or any of them or any delay on the part of the Agent or the Lenders to enforce, assert or exercise any right, power or remedy conferred on the Agent or the Lenders in the Loan Documents; (d) any extension of the time for payment of the principal of or premium (if any) or interest on any of the Guaranteed Obligations, or of the time for performance of any other obligations, covenants or agreements under or arising out of the Loan Documents or any of them, or the extension or the renewal thereof; (e) to the extent permitted by applicable law, any voluntary or involuntary bankruptcy, insolvency, reorganization, moratorium, arrangement, adjustment, readjustment, composition, assignment for the benefit of creditors, receivership, conservatorship, custodianship, liquidation, marshaling of assets and liabilities or similar proceedings Subsidiary Guarantor with respect to the Borrower, any other Borrower Party of its Subsidiaries, any Loan Document, or the Guarantor any agreement, instrument or document executed or delivered in connection therewith, or any other matter whatsoever, and (b) Subsidiary Guarantor shall be liable hereunder, and such liability shall not be affected or impaired, irrespective of (A) the validity or enforceability of any Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, or the collectability of any of the Borrower Obligations, (B) the preference or priority ranking with respect to any of the Borrower Obligations, (C) the existence, validity, enforceability or perfection of any security interest or collateral security under any Loan Document, or the release, exchange, substitution or loss or impairment of any such security interest or collateral security, (D) any failure, delay, neglect or omission by any Credit Party to realize upon or protect any direct or indirect collateral security, indebtedness, liability or obligation, any Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, or any of the Borrower Obligations, (E) the existence or exercise of any right of set-off by any Credit Party, (F) the existence, validity or enforceability of any other guarantee with respect to any of the Borrower Obligations, the liability of any other Person in respect of any of the Borrower Obligations, or the release of any such Person or any other guarantor of their respective properties any of the Borrower Obligations, (G) any act or creditorsomission of any Credit Party in connection with the administration of any Loan Document or any of the Borrower Obligations, (H) the bankruptcy, insolvency, reorganization or receivership of, or any action taken other proceeding for the relief of debtors commenced by any trustee or receiver or by any court in any such proceeding (including, without limitationagainst, any automatic stay incident to Person, (I) the disaffirmance or rejection, or the purported disaffirmance or purported rejection, of any such proceeding); (f) any limitation, invalidity, irregularity or unenforceability, in whole or in part, limiting the liability or obligation of the Borrower Obligations, any Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, in any bankruptcy, insolvency, reorganization or receivership, or any other Borrower Party proceeding for the relief of debtor, relating to any Person, (J) any law, regulation or decree now or hereafter in effect which might in any manner affect any of the terms or provisions of any Loan Document, or any security therefor agreement, instrument or guarantee thereof document executed or delivered in connection therewith or any of the AgentBorrower Obligations, or which might cause or permit to be invoked any alteration in the time, amount, manner or payment or performance of any of the Borrower’s obligations and liabilities (including the Borrower Obligations), (K) the merger or consolidation of the Lenders’ recourse Borrower into or with any Person, (L) the sale by the Borrower of all or any part of its assets, (M) the fact that at any time and from time to time none of the Borrower Obligations may be outstanding or owing to any such security Credit Party, (N) any amendment or limiting the Agent’s modification of, or the Lenders’ right to a deficiency judgment against the Borrowersupplement to, any other Borrower PartyLoan Document, the Guarantor or any other Person; and (gO) any other act, omission, occurrence, circumstance, happening reason or event whatsoever, whether similar or dissimilar to the foregoing, whether foreseen or unforeseen, and any other circumstance which might otherwise constitute a legal defense available to or equitable defense, release a discharge of the Borrower in respect of its obligations or discharge liabilities (including the release Borrower Obligations) or discharge of Subsidiary Guarantor in respect of any of the liabilities of a guarantor or surety or which might otherwise limit recourse against Guarantor Obligations (other than by the Borrower, any other Borrower Party, the Guarantor or any other Person, whether or not the Borrower, any other Borrower Party, the Guarantor, the Agent or any Lender shall have notice or knowledge of the foregoingperformance in full thereof).

Absolute Obligation. Subject to the provisions of Sections 1, 2, 3 and 4, the obligations of the Guarantor hereunder The Parent shall be absolute liable under this Guaranty, and unconditional and this Guaranty shall not be subject affected or impaired, irrespective 106 of (A) the validity or enforceability of any Loan Document or any agreement, instrument or document executed or delivered in connection therewith, or the collectability of any of the Facility Obligations, (B) the preference or priority ranking with respect to any reductionof the Facility Obligations, limitation(C) the existence, validity, enforceability or perfection of any security interest or collateral security (if any exists at any time) under any Loan Document, or the release, exchange, substitution or loss or impairment of any such security interest or termination for collateral security, (D) any reasonfailure, includingdelay, without limitationneglect or omission by the Administrative Agent, any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any setoff, counterclaim, deduction, diminution, abatement, suspension, reduction, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations. Without limiting the generality of the foregoing, subject to the provisions of Sections 1, 2, 3 and 4Issuing Bank, the obligations of the Guarantor hereunder shall not be released, discharged, impaired or otherwise affected by any circumstance or condition whatsoever (whether or not the Borrower, any other Borrower Party, the Guarantor, the Agent Swing Line Lender or any Lender has knowledge thereofto realize upon or protect any direct or indirect collateral security, indebtedness, liability or obligation, any Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, or any of the Facility Obligations, (E) the existence or exercise of any right of set-off by the Administrative Agent, any Issuing Bank, the Swing Line Lender or any Lender, (F) the existence, validity or enforceability of any other guaranty with respect to any of the Facility Obligations, the liability of any other Person in respect of any of the Facility Obligations, or the release of any such Person or any other guarantor of any of the Facility Obligations, (G) any act or omission of the Administrative Agent, any Issuing Bank, the Swing Line Lender or any Lender in connection with the administration of any Loan Document or any of the Facility Obligations, (H) the bankruptcy, insolvency, reorganization or receivership of, or any other proceeding for the relief of debtors commenced by or against, any Person, (I) the disaffirmance or rejection, or the purported disaffirmance or purported rejection, of any of the Facility Obligations, any Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, in any bankruptcy, insolvency, reorganization or receivership, or any other proceeding for the relief of debtor, relating to any Person, (J) any law, regulation or decree now or hereafter in effect which may or might in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a release or discharge of the Guarantor as a matter of law or equity (other than the indefeasible payment in full of all of the Guaranteed Obligations), including, without limitation: (a) any amendment, modification, addition, deletion or supplement to or other change to affect any of the terms or provisions of any Loan Document or any agreement, instrument or document executed or delivered in connection therewith or any of the Loan DocumentsFacility Obligations, or which might cause or permit to be invoked any assignment alteration in the time, amount, manner or transfer of any thereof, payment or any furnishing, acceptance, surrender, substitution, modification or release of any security for, or guaranty of, the Guaranteed Obligations; (b) any failure, omission or delay on the part of the Borrower or any other Borrower Party to comply with any term performance of any of the Loan Documents; (c) any waiver of the payment, performance or observance of any of the obligations, conditions, covenants or agreements contained in the Loan Documents or any of them or any delay on the part of the Agent or the Lenders to enforce, assert or exercise any right, power or remedy conferred on the Agent or the Lenders in the Loan Documents; (d) any extension of the time for payment of the principal of or premium (if any) or interest on any of the Guaranteed Obligations, or of the time for performance of any other obligations, covenants or agreements under or arising out of the Loan Documents or any of them, or the extension or the renewal thereof; (e) to the extent permitted by applicable law, any voluntary or involuntary bankruptcy, insolvency, reorganization, moratorium, arrangement, adjustment, readjustment, composition, assignment for the benefit of creditors, receivership, conservatorship, custodianship, liquidation, marshaling of assets Borrower's obligations and liabilities or similar proceedings with respect to the Borrower, any other Borrower Party or the Guarantor or any other Person or any of their respective properties or creditors, or any action taken by any trustee or receiver or by any court in any such proceeding (including, without limitation, any automatic stay incident to any such proceedingthe Facility Obligations); , (fK) any limitation, invalidity, irregularity the merger or unenforceability, in whole or in part, limiting the liability or obligation consolidation of the Borrower into or with any Person, (L) the sale by the Borrower of all or any other Borrower Party part of its assets, (M) the 107 fact that at any time and from time to time none of the Facility Obligations may be outstanding or owing to the Administrative Agent, any Issuing Bank, the Swing Line Lender or any security therefor Lender, (N) any amendment or guarantee thereof modification of, or the Agent’s or the Lenders’ recourse to any such security or limiting the Agent’s or the Lenders’ right to a deficiency judgment against the Borrowersupplement to, any other Borrower PartyLoan Document, the Guarantor or any other Person; and (gO) any other act, omission, occurrence, circumstance, happening reason or event whatsoever, whether similar or dissimilar to the foregoing, whether foreseen or unforeseen, and any other circumstance which might otherwise constitute a legal defense available to or equitable defense, release or discharge (including the release or a discharge of the Borrower in respect of its obligations or liabilities of a guarantor or surety or which might otherwise limit recourse against the Borrower(including, any other Borrower Partywithout limitation, the Guarantor Facility Obligations) or any other Person, whether or not the Borrower, any other Borrower Party, the Guarantor, the Agent or any Lender shall have notice or knowledge of the foregoingParent in respect of any of the Parent Obligations (other than by the performance in full thereof).

Absolute Obligation. Subject to the provisions of Sections 1, 2, 3 3, 4, 5 and 412, the obligations of the Guarantor hereunder shall be absolute and unconditional and shall not be subject to any reduction, limitation, impairment or termination for any reason, including, without limitation, any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any setoff, counterclaim, deduction, diminution, abatement, suspension, reduction, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations, provided that the obligations of the Guarantor with respect to any Preferred Units shall be released automatically, and with no further action or documentation necessary, upon redemption of any such Preferred Units in accordance with the LLC Agreement. Without limiting the generality of the foregoing, subject to the provisions of Sections 1, 2, 3 3, 4, 5 and 412, the obligations of the Guarantor hereunder shall not be released, discharged, impaired or otherwise affected by any circumstance or condition whatsoever (whether or not the Borrower, any other Borrower PartyPrimary Obligor, the Guarantor, Guarantor or the Agent or any Lender has Preferred Members have knowledge thereof) which may or might in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a release or discharge of the Guarantor as a matter of law or equity (other than the indefeasible payment in full of all of the Guaranteed Obligations), including, without limitation: (a) any amendment, modification, addition, deletion or supplement to or other change to any of the terms of the Loan DocumentsLLC Agreement, or any assignment or transfer of any thereof, or any furnishing, acceptance, surrender, substitution, modification or release of any security for, or guaranty of, the Guaranteed Obligations; provided, however, that any amendments, waivers or modifications of the terms of the LLC Agreement that impact or have the effect of modifying payment of Guaranteed Obligations under this Agreement shall require the express written consent of the Guarantor (not to be unreasonably withheld); (b) any failure, omission or delay on the part of the Borrower or any other Borrower Party Primary Obligor to comply with any term of any of the Loan DocumentsLLC Agreement; (c) any waiver of the payment, performance or observance of any of the obligations, conditions, covenants or agreements contained in the Loan Documents or any of them LLC Agreement or any delay on the part of the Agent or the Lenders Preferred Members to enforce, assert or exercise any right, power or remedy conferred on the Agent or the Lenders Preferred Members in the Loan DocumentsLLC Agreement; (d) any extension of the time for payment of the principal liquidation preference of or premium (if any) or interest distributions on any of the Guaranteed Obligations, or of the time for performance of any other obligations, covenants or agreements under or arising out of the Loan Documents LLC Agreement or any of them, or the extension or the renewal thereof; (e) to the extent permitted by applicable law, any voluntary or involuntary bankruptcy, insolvency, reorganization, moratorium, arrangement, adjustment, readjustment, composition, assignment for the benefit of creditors, receivership, conservatorship, custodianship, liquidation, marshaling of assets and liabilities or similar proceedings with respect to the Borrower, any other Borrower Party Primary Obligor or the Guarantor or any other Person or any of their its respective properties or creditors, or any action taken by any trustee or receiver or by any court in any such proceeding (including, without limitation, any automatic stay incident to any such proceeding); (f) any limitation, invalidity, irregularity or unenforceability, in whole or in part, limiting the liability or obligation of the Borrower or any other Borrower Party or any security therefor or guarantee thereof Primary Obligor or the Agent’s or the Lenders’ recourse to any such security or limiting the Agent’s or the LendersPreferred Members’ right to a deficiency judgment against the Borrower, any other Borrower PartyPrimary Obligor, the Guarantor or any other Person; and (g) any other act, omission, occurrence, circumstance, happening or event whatsoever, whether similar or dissimilar to the foregoing, whether foreseen or unforeseen, and any other circumstance which might otherwise constitute a legal or equitable defense, release or discharge (including the release or discharge of the liabilities of a guarantor or surety or which might otherwise limit recourse against the Borrower, any other Borrower PartyPrimary Obligor, the Guarantor or any other Person, whether or not the Borrower, any other Borrower PartyPrimary Obligor, the Guarantor, Guarantor or the Agent or any Lender Preferred Members shall have notice or knowledge of the foregoing).

Absolute Obligation. Subject No Borrower shall be released from liability hereunder unless and until the Termination Date shall have occurred and the outstanding principal balance of all Revolving Credit Loans, Swing Line Loans and Term Loans shall have been paid in full in cash, together with all accrued interest thereon and all other sums then due and owing under the Loan Documents. Each Borrower acknowledges and agrees that (i) neither the Agent nor any Bank has made any representation or warranty to such Borrower with respect to the provisions of Sections 1other Borrower, 2its Subsidiaries, 3 any Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, or any other matter whatsoever, and 4, the obligations of the Guarantor hereunder (ii) such Borrower shall be absolute liable hereunder, and unconditional and such liability shall not be subject affected or impaired, irrespective of (A) the validity or enforceability of any Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, or the collectability of any of the Borrower Obligations, (B) the preference or priority ranking with respect to any reductionof the Borrower Obligations, limitation(C) the existence, validity, enforceability or perfection of any security interest or collateral security under any Loan Document, or the release, exchange, substitution or loss or impairment of any such security interest or termination collateral security, (D) any failure, delay, neglect or omission by the Agent or any Bank to realize upon, enforce or protect any direct or indirect collateral security, indebtedness, liability or obligation, any Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, or any of the Borrower Obligations, (E) the existence or exercise of any right of set-off by the Agent or any Bank, (F) the existence, validity or enforceability of any other guaranty with respect to any of the Borrower Obligations, the liability of any other Person in respect of any of the Borrower Obligations, or the release of any such Person or any other guarantor of any of the Borrower Obligations, (G) any act or omission of the Agent or any Bank in connection with the administration of any Loan Document, or any of the Borrower Obligations, (H) the bankruptcy, insolvency, reorganization or receivership of, or any other proceeding for the relief of debtors commenced by or against, any reasonPerson, (I) the disaffirmance or rejection, or the purported disaffirmance or purported rejection, of any of the Borrower Obligations, any Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, in any bankruptcy, insolvency, reorganization or receivership, or any other proceeding for the relief of debtor, relating to any Person, (J) any law, regulation or decree now or hereafter in effect which might in any manner affect any of the terms or provisions of any Loan Document, or any agreement, instrument or document executed or delivered in connection therewith or any of the Borrower Obligations, or which might cause or permit to be invoked any alteration in the time, amount or manner of payment or performance of any of the Borrower Obligations and liabilities, (K) the merger or consolidation of either Borrower into or with any Person, (L) the sale by either Borrower of all or any part of its assets, (M) the fact that at any time and from time to time none of the Borrower Obligations may be outstanding or owing to the Agent or any Bank, (N) any amendment or modification of, or supplement to, any Loan Document or (O) any other reason or circumstance which might otherwise constitute a defense available to or a discharge of a Borrower in respect of their respective obligations or liabilities (including the Borrower Obligations), or any other fact or circumstance which would excuse the obligation of a guarantor or surety, other than by the performance in full thereof. Each Borrower waives, in its capacity as a guarantor hereunder, (i) presentment, demand, protest and notice of any kind (including, without limitation, notice of dishonor); (ii) any claim defense based upon or arising out of waiver, release, surrender, alteration or compromise, and shall not be subject to any setoff, counterclaim, deduction, diminution, abatement, suspension, reduction, recoupment or termination whatsoever by reason of defense which the invalidity, illegality or unenforceability of the Guaranteed Obligations. Without limiting the generality of the foregoing, subject other Borrower may have to the provisions payment or performance of Sections 1, 2, 3 and 4, the obligations any part of the Guarantor hereunder shall not be released, discharged, impaired or otherwise affected its Borrower Obligations; (iii) any defense based upon any disbursements by any circumstance or condition whatsoever (whether or not the Borrower, any other Borrower Party, the Guarantor, the Agent or any Lender has knowledge thereof) which may or might in any manner or the Banks to either Borrower pursuant to any extent vary agreements or instruments governing the risk Borrower Obligations whether same be deemed an additional advance or be deemed to be paid out of the Guarantor any special interest or otherwise operate other fund accounts, as a release constituting unauthorized payments hereunder or discharge of the Guarantor as a matter of law or equity amounts not guaranteed by this guaranty; (other than iv) all suretyship defenses generally, (v) until the indefeasible payment in full of all of the Guaranteed Obligations), including, without limitation: (a) any amendment, modification, addition, deletion or supplement to or other change to any of the terms of the Loan Documents, or any assignment or transfer of any thereof, or any furnishing, acceptance, surrender, substitution, modification or release of any security for, or guaranty of, the Guaranteed Obligations; (b) any failure, omission or delay on the part of the Borrower or any other Borrower Party to comply with any term of any of the Loan Documents; (c) any waiver of the payment, performance or observance of any of the obligations, conditions, covenants or agreements contained in the Loan Documents or any of them or any delay on the part of the Agent or the Lenders to enforce, assert or exercise any right, power or remedy conferred on the Agent or the Lenders in the Loan Documents; (d) any extension of the time for payment of the principal of or premium (if any) or interest on any of the Guaranteed Obligations, or all rights of each Borrower in its capacity as guarantor to proceed against the time for performance of any other obligations, covenants or agreements under or arising out of the Loan Documents or any of them, or the extension or the renewal thereof; (e) to the extent permitted by applicable law, any voluntary or involuntary bankruptcy, insolvency, reorganization, moratorium, arrangement, adjustment, readjustment, composition, assignment for the benefit of creditors, receivership, conservatorship, custodianship, liquidation, marshaling of assets and liabilities or similar proceedings with respect to the Borrower, including but not limited to all rights of subrogation and all rights to enforce any other Borrower Party or the Guarantor or any other Person or any of their respective properties or creditors, or any action taken by any trustee or receiver or by any court in any such proceeding (including, without limitation, any automatic stay incident to any such proceeding); (f) any limitation, invalidity, irregularity or unenforceability, in whole or in part, limiting the liability or obligation of the Borrower or any other Borrower Party or any security therefor or guarantee thereof or the Agent’s or the Lenders’ recourse to any such security or limiting the Agent’s or the Lenders’ right to a deficiency judgment against the Borrower, any other Borrower Party, the Guarantor or any other Person; and (g) any other act, omission, occurrence, circumstance, happening or event whatsoever, whether similar or dissimilar to the foregoing, whether foreseen or unforeseen, and any other circumstance which might otherwise constitute a legal or equitable defense, release or discharge (including the release or discharge of the liabilities of a guarantor or surety or which might otherwise limit recourse against the Borrower, any other Borrower Party, the Guarantor or any other Person, whether or not the Borrower, any other Borrower Party, the Guarantor, remedy that the Agent or any Lender shall Bank may have notice or knowledge against such Borrower and (vi) all rights to participate in any security held by the Agent on behalf of the foregoing)Banks or by any Bank for the Borrower Obligations.

Absolute Obligation. Subject The Subsidiary Guarantor acknowledges and agrees that (i) no Secured Party has made any representation or warranty to such Subsidiary Guarantor with respect to the provisions Company, any of Sections 1its subsidiaries, 2any Transaction Documents or any agreement, 3 instrument or document executed or delivered in connection therewith, or any other matter whatsoever, and 4, the obligations of the (ii) such Subsidiary Guarantor hereunder shall be absolute liable hereunder, and unconditional and such liability shall not be subject affected or impaired, irrespective of (A) the validity or enforceability of any Transaction Documents, or any agreement, instrument or document executed or delivered in connection therewith, or the collectability of any of the Obligations, (B) the preference or priority ranking with respect to any reductionof the Obligations, limitation(C) the existence, validity, enforceability or perfection of any security interest or collateral security under any Transaction Documents, or the release, exchange, substitution or loss or impairment of any such security interest or termination for collateral security, (D) any reasonfailure, includingdelay, without limitationneglect or omission by any Secured Party to realize upon or protect any direct or indirect collateral security, indebtedness, liability or obligation, any claim Transaction Documents, or any agreement, instrument or document executed or delivered in connection therewith, or any of waiverthe Obligations, release(E) the existence or exercise of any right of set-off by any Secured Party, surrender(F) the existence, alteration validity or compromise, and shall not be subject enforceability of any other guaranty with respect to any setoff, counterclaim, deduction, diminution, abatement, suspension, reduction, recoupment or termination whatsoever by reason of the invalidityObligations, illegality or unenforceability the liability of any other person in respect of any of the Guaranteed Obligations. Without limiting , or the generality release of any such person or any other guarantor of any of the foregoingObligations, subject to (G) any act or omission of any Secured Party in connection with the provisions administration of Sections 1, 2, 3 and 4, the obligations any Transaction Documents or any of the Guarantor hereunder shall not be releasedObligations, discharged(H) the bankruptcy, impaired insolvency, reorganization or otherwise affected receivership of, or any other proceeding for the relief of debtors commenced by any circumstance or condition whatsoever (whether or not the Borroweragainst, any other Borrower Partyperson, (I) the Guarantordisaffirmance or rejection, or the Agent purported disaffirmance or purported rejection, of any of the Obligations, any Transaction Documents, or any Lender has knowledge thereofagreement, instrument or document executed or delivered in connection therewith, in any bankruptcy, insolvency, reorganization or receivership, or any other proceeding for the relief of debtor, relating to any person, (J) any law, regulation or decree now or hereafter in effect which may or might in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a release or discharge of the Guarantor as a matter of law or equity (other than the indefeasible payment in full of all of the Guaranteed Obligations), including, without limitation: (a) any amendment, modification, addition, deletion or supplement to or other change to affect any of the terms or provisions of the Loan any Transaction Documents, or any assignment agreement, instrument or transfer document executed or delivered in connection therewith or any of any thereofthe Obligations, or which might cause or permit to be invoked any furnishingalteration in the time, acceptanceamount, surrender, substitution, modification manner or release of any security for, payment or guaranty of, the Guaranteed Obligations; (b) any failure, omission or delay on the part of the Borrower or any other Borrower Party to comply with any term performance of any of the Loan Documents; Company's obligations and liabilities (cincluding the Obligations), (K) the merger or consolidation of the Company into or with any person, (L) the sale by the Company of all or any part of its assets, (M) the fact that at any time and from time to time none of the Obligations may be outstanding or owing to any Secured Party, (N) any waiver of the payment, performance amendment or observance of any of the obligations, conditions, covenants or agreements contained in the Loan Documents or any of them or any delay on the part of the Agent or the Lenders to enforce, assert or exercise any right, power or remedy conferred on the Agent or the Lenders in the Loan Documents; (d) any extension of the time for payment of the principal of or premium (if any) or interest on any of the Guaranteed Obligationsmodification of, or of the time for performance of supplement to, any other obligations, covenants or agreements under or arising out of the Loan Documents or any of themTransaction Documents, or the extension or the renewal thereof; (e) to the extent permitted by applicable law, any voluntary or involuntary bankruptcy, insolvency, reorganization, moratorium, arrangement, adjustment, readjustment, composition, assignment for the benefit of creditors, receivership, conservatorship, custodianship, liquidation, marshaling of assets and liabilities or similar proceedings with respect to the Borrower, any other Borrower Party or the Guarantor or any other Person or any of their respective properties or creditors, or any action taken by any trustee or receiver or by any court in any such proceeding (including, without limitation, any automatic stay incident to any such proceeding); (f) any limitation, invalidity, irregularity or unenforceability, in whole or in part, limiting the liability or obligation of the Borrower or any other Borrower Party or any security therefor or guarantee thereof or the Agent’s or the Lenders’ recourse to any such security or limiting the Agent’s or the Lenders’ right to a deficiency judgment against the Borrower, any other Borrower Party, the Guarantor or any other Person; and (gO) any other act, omission, occurrence, circumstance, happening reason or event whatsoever, whether similar or dissimilar to the foregoing, whether foreseen or unforeseen, and any other circumstance which might otherwise constitute a legal defense available to or equitable defense, release a discharge of the Company in respect of its obligations or discharge liabilities (including the release Obligations) or discharge of such Subsidiary Guarantor in respect of any of the liabilities of a guarantor or surety or which might otherwise limit recourse against Obligations (other than by the Borrower, any other Borrower Party, the Guarantor or any other Person, whether or not the Borrower, any other Borrower Party, the Guarantor, the Agent or any Lender shall have notice or knowledge of the foregoingperformance in full thereof).

Absolute Obligation. Subject to the provisions of Sections 1, 2, 3 and 4, the obligations of the Guarantor hereunder shall be absolute and unconditional and shall not be subject The Bank has made no representation or warranty to any reduction, limitation, impairment or termination for any reason, including, without limitation, any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any setoff, counterclaim, deduction, diminution, abatement, suspension, reduction, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations. Without limiting the generality of the foregoing, subject to the provisions of Sections 1, 2, 3 and 4, the obligations of the Guarantor hereunder shall not be released, discharged, impaired or otherwise affected by any circumstance or condition whatsoever (whether or not the Borrower, any other Borrower Party, the Guarantor, the Agent or any Lender has knowledge thereof) which may or might in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a release or discharge of the Guarantor as a matter of law or equity (other than the indefeasible payment in full of all of the Guaranteed Obligations), including, without limitation: (a) any amendment, modification, addition, deletion or supplement to or other change to any of the terms of the Loan Documents, or any assignment or transfer of any thereof, or any furnishing, acceptance, surrender, substitution, modification or release of any security for, or guaranty of, the Guaranteed Obligations; (b) any failure, omission or delay on the part of the Borrower or any other Borrower Party to comply with any term of any of the Loan Documents; (c) any waiver of the payment, performance or observance of any of the obligations, conditions, covenants or agreements contained in the Loan Documents or any of them or any delay on the part of the Agent or the Lenders to enforce, assert or exercise any right, power or remedy conferred on the Agent or the Lenders in the Loan Documents; (d) any extension of the time for payment of the principal of or premium (if any) or interest on any of the Guaranteed Obligations, or of the time for performance of any other obligations, covenants or agreements under or arising out of the Loan Documents or any of them, or the extension or the renewal thereof; (e) to the extent permitted by applicable law, any voluntary or involuntary bankruptcy, insolvency, reorganization, moratorium, arrangement, adjustment, readjustment, composition, assignment for the benefit of creditors, receivership, conservatorship, custodianship, liquidation, marshaling of assets and liabilities or similar proceedings with respect to the Borrower, its Subsidiaries, any other Borrower Party Loan Document, or the Guarantor any agreement, instrument or document executed or delivered in connection therewith or any other matter whatsoever, and each Guarantor shall be liable hereunder, and such liability shall not be affected or impaired, irrespective of (i) the validity or enforceability of any Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, or the collectability of any of the Borrower Obligations, (ii) the preference or priority ranking with respect to any of the Borrower Obligations, (iii) the existence, validity, enforceability or perfection of any security interest or collateral security under any Loan Document, or the release, exchange, substitution or loss or impairment of any such security interest or collateral security, (iv) any failure, delay, neglect or omission by the Bank to realize upon, enforce or protect any direct or indirect collateral security, indebtedness, liability or obligation, any Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, or any of the Borrower Obligations, (v) the existence or exercise of any right of set-off by the Bank, (vi) the existence, validity or enforceability of any other guaranty with respect to any of the Borrower Obligations, the liability of any other Person in respect of any of the Borrower Obligations, or the release of any such Person or any other guarantor of their respective properties any of the Borrower Obligations, (vii) any act or creditorsomission of the Bank in connection with the administration of any Loan Document, or any action taken by any trustee or receiver or by any court in any such proceeding (including, without limitation, any automatic stay incident to any such proceeding); (f) any limitation, invalidity, irregularity or unenforceability, in whole or in part, limiting the liability or obligation of the Borrower Obligations, (viii) the bankruptcy, insolvency, reorganization or receivership of, or any other proceeding for the relief of debtors commenced by or against, any Person, (ix) the disaffirmance or rejection, or the purported disaffirmance or purported rejection, of any of the Borrower Party Obligations, any Loan Document, or any security therefor agreement, instrument or guarantee thereof document executed or the Agent’s delivered in connection therewith, in any bankruptcy, insolvency, reorganization or the Lenders’ recourse to any such security or limiting the Agent’s or the Lenders’ right to a deficiency judgment against the Borrowerreceivership, any other Borrower Party, the Guarantor or any other proceeding for the relief of debtor, relating to any Person; and , (gx) any law, regulation or decree now or hereafter in effect which might in any manner affect any of the terms or provisions of any Loan Document, or any agreement, instrument or document executed or delivered in connection therewith or any of the Borrower Obligations, or which might cause or permit to be invoked any alteration in the time, amount, manner or payment or performance of any of the Borrower Obligations, (xi) the merger or consolidation of the Borrower into or with any Person, (xii) the sale by the Borrower of all or any part of its assets, (xiii) the fact that at any time and from time to time none of the Borrower Obligations may be outstanding or owing to the Bank, (xiv) any amendment or modification of, or supplement to, any Loan Document or (xv) any other act, omission, occurrence, circumstance, happening reason or event whatsoever, whether similar or dissimilar to the foregoing, whether foreseen or unforeseen, and any other circumstance which might otherwise constitute a legal defense available to or equitable defense, release or discharge (including the release or a discharge of the liabilities Borrower in respect of a guarantor the Borrower Obligations or surety or which might otherwise limit recourse against the Borrower, of such Guarantor in respect of any other Borrower Party, of the Guarantor or any Obligations (other Person, whether or not than by the Borrower, any other Borrower Party, the Guarantor, the Agent or any Lender shall have notice or knowledge of the foregoingperformance in full thereof).

Absolute Obligation. Subject to No Subsidiary Guarantor shall be released from liability hereunder unless and until the provisions of Sections 1, 2, 3 and 4, the obligations Commitments of the Guarantor hereunder Lenders have terminated and either (i) the Borrower shall be absolute have paid in full the outstanding principal balance of the Loans, together with all accrued and unconditional and shall not be subject to any reduction, limitation, impairment or termination for any reason, including, without limitation, any claim of waiver, release, surrender, alteration or compromiseunpaid interest thereon, and shall not be subject to any setoff, counterclaim, deduction, diminution, abatement, suspension, reduction, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations. Without limiting the generality of the foregoing, subject to the provisions of Sections 1, 2, 3 all other amounts then due and 4, the obligations of the Guarantor hereunder shall not be released, discharged, impaired or otherwise affected by any circumstance or condition whatsoever (whether or not the Borrower, any other Borrower Party, the Guarantor, the Agent or any Lender has knowledge thereof) which may or might in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a release or discharge of the Guarantor as a matter of law or equity (other than the indefeasible payment in full of all of the Guaranteed Obligations), including, without limitation: (a) any amendment, modification, addition, deletion or supplement to or other change to any of the terms of owing under the Loan Documents, or (ii) the Guarantor Obligations of such Subsidiary Guarantor shall have been paid in full in cash. Each Subsidiary Guarantor acknowledges and agrees that (a) no Credit Party has made any assignment representation or transfer of any thereof, or any furnishing, acceptance, surrender, substitution, modification or release of any security for, or guaranty of, the Guaranteed Obligations; (b) any failure, omission or delay on the part of the Borrower or any other Borrower Party warranty to comply with any term of any of the Loan Documents; (c) any waiver of the payment, performance or observance of any of the obligations, conditions, covenants or agreements contained in the Loan Documents or any of them or any delay on the part of the Agent or the Lenders to enforce, assert or exercise any right, power or remedy conferred on the Agent or the Lenders in the Loan Documents; (d) any extension of the time for payment of the principal of or premium (if any) or interest on any of the Guaranteed Obligations, or of the time for performance of any other obligations, covenants or agreements under or arising out of the Loan Documents or any of them, or the extension or the renewal thereof; (e) to the extent permitted by applicable law, any voluntary or involuntary bankruptcy, insolvency, reorganization, moratorium, arrangement, adjustment, readjustment, composition, assignment for the benefit of creditors, receivership, conservatorship, custodianship, liquidation, marshaling of assets and liabilities or similar proceedings such Subsidiary Guarantor with respect to the Borrower, any other Borrower Party of its Subsidiaries, any Loan Document, or the Guarantor any agreement, instrument or document executed or delivered in connection therewith, or any other matter whatsoever, and (b) such Subsidiary Guarantor shall be liable hereunder, and such liability shall not be affected or impaired, irrespective of (A) the validity or enforceability of any Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, or the collectibility of any of the Borrower Obligations, (B) the preference or priority ranking with respect to any of the Borrower Obligations, (C) the existence, validity, enforceability or perfection of any security interest or collateral security under any Loan Document, or the release, exchange, substitution or loss or impairment of any such security interest or collateral security, (D) any failure, delay, neglect or omission by any Credit Party to realize upon or protect any direct or indirect collateral security, indebtedness, liability or obligation, any Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, or any of the Borrower Obligations, (E) the existence or exercise of any right of set-off by any Credit Party, (F) the existence, validity or enforceability of any other guarantee with respect to any of the Borrower Obligations, the liability of any other Person in respect of any of the Borrower Obligations, or the release of any such Person or any other guarantor of their respective properties any of the Borrower Obligations, (G) any act or creditorsomission of any Credit Party in connection with the administration of any Loan Document or any of the Borrower Obligations, (H) the bankruptcy, insolvency, reorganization or receivership of, or any action taken other proceeding for the relief of debtors commenced by any trustee or receiver or by any court in any such proceeding (including, without limitationagainst, any automatic stay incident to any such proceeding); (f) any limitation, invalidity, irregularity or unenforceability, in whole or in part, limiting the liability or obligation of the Borrower or any other Borrower Party or any security therefor or guarantee thereof or the Agent’s or the Lenders’ recourse to any such security or limiting the Agent’s or the Lenders’ right to a deficiency judgment against the Borrower, any other Borrower Party, the Guarantor or any other Person; and (g) any other act, omission, occurrence, circumstance, happening or event whatsoever, whether similar or dissimilar to the foregoing, whether foreseen or unforeseen, and any other circumstance which might otherwise constitute a legal or equitable defense, release or discharge (including the release or discharge of the liabilities of a guarantor or surety or which might otherwise limit recourse against the Borrower, any other Borrower Party, the Guarantor or any other Person, whether or not the Borrower, any other Borrower Party, the Guarantor, the Agent or any Lender shall have notice or knowledge of the foregoing).(I) the

Absolute Obligation. Subject No Borrower shall be released from liability hereunder unless and until the Termination Date shall have occurred and the outstanding principal balance of all Revolving Credit Loans, Swing Line Loans and Term Loans shall have been paid in full in cash, together with all accrued interest thereon and all other sums then due and owing under the Loan Documents. Each Borrower acknowledges and agrees that (i) neither the Agent nor any Bank has made any representation or warranty to such Borrower with respect to the provisions of Sections 1other Borrower, 2its Subsidiaries, 3 any Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, or any other matter whatsoever, and 4, the obligations of the Guarantor hereunder (ii) such Borrower shall be absolute liable hereunder, and unconditional and such liability shall not be subject affected or impaired, irrespective of (A) the validity or enforceability of any Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, or the collectibility of any of the Borrower Obligations, (B) the preference or priority ranking with respect to any reductionof the Borrower Obligations, limitation(C) the existence, validity, enforceability or perfection of any security interest or collateral security under any Loan Document, or the release, exchange, substitution or loss or impairment of any such security interest or termination collateral security, (D) any failure, delay, neglect or omission by the Agent or any Bank to realize upon, enforce or protect any direct or indirect collateral security, indebtedness, liability or obligation, any Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, or any of the Borrower Obligations, (E) the existence or exercise of any right of set-off by the Agent or any Bank, (F) the existence, validity or enforceability of any other guaranty with respect to any of the Borrower Obligations, the liability of any other Person in respect of any of the Borrower Obligations, or the release of any such Person or any other guarantor of any of the Borrower Obligations, (G) any act or omission of the Agent or any Bank in connection with the administration of any Loan Document, or any of the Borrower Obligations, (H) the bankruptcy, insolvency, reorganization or receivership of, or any other proceeding for the relief of debtors commenced by or against, any reasonPerson, (I) the disaffirmance or rejection, or the purported disaffirmance or purported rejection, of any of the Borrower Obligations, any Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, in any bankruptcy, insolvency, reorganization or receivership, or any other proceeding for the relief of debtor, relating to any Person, (J) any law, regulation or decree now or hereafter in effect which might in any manner affect any of the terms or provisions of any Loan Document, or any agreement, instrument or document executed or delivered in connection therewith or any of the Borrower Obligations, or which might cause or permit to be invoked any alteration in the time, amount or manner of payment or performance of any of the Borrower Obligations and liabilities, (K) the merger or consolidation of either Borrower into or with any Person, (L) the sale by either Borrower of all or any part of its assets, (M) the fact that at any time and from time to time none of the Borrower Obligations may be outstanding or owing to the Agent or any Bank, (N) any amendment or modification of, or supplement to, any Loan Document or (O) any other reason or circumstance which might otherwise constitute a defense available to or a discharge of a Borrower in respect of their respective obligations or liabilities (including the Borrower Obligations), or any other fact or circumstance which would excuse the obligation of a guarantor or surety, other than by the performance in full thereof.. Each Borrower waives, in its capacity as a guarantor hereunder, (i) presentment, demand, protest and notice of any kind (including, without limitation, notice of dishonor); (ii) any claim defense based upon or arising out of waiver, release, surrender, alteration or compromise, and shall not be subject to any setoff, counterclaim, deduction, diminution, abatement, suspension, reduction, recoupment or termination whatsoever by reason of defense which the invalidity, illegality or unenforceability of the Guaranteed Obligations. Without limiting the generality of the foregoing, subject other Borrower may have to the provisions payment or performance of Sections 1, 2, 3 and 4, the obligations any part of the Guarantor hereunder shall not be released, discharged, impaired or otherwise affected its Borrower Obligations; (iii) any defense based upon any disbursements by any circumstance or condition whatsoever (whether or not the Borrower, any other Borrower Party, the Guarantor, the Agent or any Lender has knowledge thereof) which may or might in any manner or the Banks to either Borrower pursuant to any extent vary agreements or instruments governing the risk Borrower Obligations whether same be deemed an additional advance or be deemed to be paid out of the Guarantor any special interest or otherwise operate other fund accounts, as a release constituting unauthorized payments hereunder or discharge of the Guarantor as a matter of law or equity amounts not guaranteed by this guaranty; (other than iv) until the indefeasible payment in full of all of the Guaranteed Obligations), including, without limitation: (a) any amendment, modification, addition, deletion or supplement to or other change to any of the terms of the Loan Documents, or any assignment or transfer of any thereof, or any furnishing, acceptance, surrender, substitution, modification or release of any security for, or guaranty of, the Guaranteed Obligations; (b) any failure, omission or delay on the part of the Borrower or any other Borrower Party to comply with any term of any of the Loan Documents; (c) any waiver of the payment, performance or observance of any of the obligations, conditions, covenants or agreements contained in the Loan Documents or any of them or any delay on the part of the Agent or the Lenders to enforce, assert or exercise any right, power or remedy conferred on the Agent or the Lenders in the Loan Documents; (d) any extension of the time for payment of the principal of or premium (if any) or interest on any of the Guaranteed Obligations, or all rights of each Borrower in its capacity as guarantor to proceed against the time for performance of any other obligations, covenants or agreements under or arising out of the Loan Documents or any of them, or the extension or the renewal thereof; (e) to the extent permitted by applicable law, any voluntary or involuntary bankruptcy, insolvency, reorganization, moratorium, arrangement, adjustment, readjustment, composition, assignment for the benefit of creditors, receivership, conservatorship, custodianship, liquidation, marshaling of assets and liabilities or similar proceedings with respect to the Borrower, including but not limited to all rights of subrogation and all rights to enforce any other Borrower Party or the Guarantor or any other Person or any of their respective properties or creditors, or any action taken by any trustee or receiver or by any court in any such proceeding (including, without limitation, any automatic stay incident to any such proceeding); (f) any limitation, invalidity, irregularity or unenforceability, in whole or in part, limiting the liability or obligation of the Borrower or any other Borrower Party or any security therefor or guarantee thereof or the Agent’s or the Lenders’ recourse to any such security or limiting the Agent’s or the Lenders’ right to a deficiency judgment against the Borrower, any other Borrower Party, the Guarantor or any other Person; and (g) any other act, omission, occurrence, circumstance, happening or event whatsoever, whether similar or dissimilar to the foregoing, whether foreseen or unforeseen, and any other circumstance which might otherwise constitute a legal or equitable defense, release or discharge (including the release or discharge of the liabilities of a guarantor or surety or which might otherwise limit recourse against the Borrower, any other Borrower Party, the Guarantor or any other Person, whether or not the Borrower, any other Borrower Party, the Guarantor, remedy that the Agent or any Lender shall Bank may have notice or knowledge against such Borrower and (v) all rights to participate in any security held by the Agent on behalf of the foregoing)Banks or by any Bank for the Borrower Obligations.

Absolute Obligation. Subject Each Subsidiary Guarantor acknowledges and agrees that (i) no Secured Party has made any representation or warranty to such Subsidiary Guarantor with respect to the provisions Company, any of Sections 1its subsidiaries, 2any Transaction Documents or any agreement, 3 instrument or document executed or delivered in connection therewith, or any other matter whatsoever, and 4, the obligations of the (ii) such Subsidiary Guarantor hereunder shall be absolute liable hereunder, and unconditional and such liability shall not be subject affected or impaired, irrespective of (A) the validity or enforceability of any Transaction Documents, or any agreement, instrument or document executed or delivered in connection therewith, or the collectability of any of the Obligations, (B) the preference or priority ranking with respect to any reductionof the Obligations, limitation(C) the existence, validity, enforceability or perfection of any security interest or collateral security under any Transaction Documents, or the release, exchange, substitution or loss or impairment of any such security interest or termination for collateral security, (D) any reasonfailure, includingdelay, without limitationneglect or omission by any Secured Party to realize upon or protect any direct or indirect collateral security, indebtedness, liability or obligation, any claim Transaction Documents, or any agreement, instrument or document executed or delivered in connection therewith, or any of waiverthe Obligations, release(E) the existence or exercise of any right of set-off by any Secured Party, surrender(F) the existence, alteration validity or compromise, and shall not be subject enforceability of any other guaranty with respect to any setoff, counterclaim, deduction, diminution, abatement, suspension, reduction, recoupment or termination whatsoever by reason of the invalidityObligations, illegality or unenforceability the liability of any other person in respect of any of the Guaranteed Obligations. Without limiting , or the generality release of any such person or any other guarantor of any of the foregoingObligations, subject to (G) any act or omission of any Secured Party in connection with the provisions administration of Sections 1, 2, 3 and 4, the obligations any Transaction Documents or any of the Guarantor hereunder shall not be releasedObligations, discharged(H) the bankruptcy, impaired insolvency, reorganization or otherwise affected receivership of, or any other proceeding for the relief of debtors commenced by any circumstance or condition whatsoever (whether or not the Borroweragainst, any other Borrower Partyperson, (I) the Guarantordisaffirmance or rejection, or the Agent purported disaffirmance or purported rejection, of any of the Obligations, any Transaction Documents, or any Lender has knowledge thereofagreement, instrument or document executed or delivered in connection therewith, in any bankruptcy, insolvency, reorganization or receivership, or any other proceeding for the relief of debtor. relating to any person, (J) any law, regulation or decree now or hereafter in effect which may or might in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a release or discharge of the Guarantor as a matter of law or equity (other than the indefeasible payment in full of all of the Guaranteed Obligations), including, without limitation: (a) any amendment, modification, addition, deletion or supplement to or other change to affect any of the terms or provisions of the Loan any Transaction Documents, or any assignment agreement, instrument or transfer document executed or delivered in connection therewith or any of any thereofthe Obligations, or which might cause or permit to be invoked any furnishingalteration in the time. amount, acceptance, surrender, substitution, modification manner or release of any security for, payment or guaranty of, the Guaranteed Obligations; (b) any failure, omission or delay on the part of the Borrower or any other Borrower Party to comply with any term performance of any of the Loan Documents; Company's obligations and liabilities (cincluding the Obligations), (K) the merger or consolidation of the Company into or with any person, (L) the sale by the Company of all or any part of its assets, (M) the fact that at any time and from time to time none of the Obligations may be outstanding or owing to any Secured Party, (N) any waiver of the payment, performance amendment or observance of any of the obligations, conditions, covenants or agreements contained in the Loan Documents or any of them or any delay on the part of the Agent or the Lenders to enforce, assert or exercise any right, power or remedy conferred on the Agent or the Lenders in the Loan Documents; (d) any extension of the time for payment of the principal of or premium (if any) or interest on any of the Guaranteed Obligationsmodification of, or of the time for performance of supplement to, any other obligations, covenants or agreements under or arising out of the Loan Documents or any of themTransaction Documents, or the extension or the renewal thereof; (e) to the extent permitted by applicable law, any voluntary or involuntary bankruptcy, insolvency, reorganization, moratorium, arrangement, adjustment, readjustment, composition, assignment for the benefit of creditors, receivership, conservatorship, custodianship, liquidation, marshaling of assets and liabilities or similar proceedings with respect to the Borrower, any other Borrower Party or the Guarantor or any other Person or any of their respective properties or creditors, or any action taken by any trustee or receiver or by any court in any such proceeding (including, without limitation, any automatic stay incident to any such proceeding); (f) any limitation, invalidity, irregularity or unenforceability, in whole or in part, limiting the liability or obligation of the Borrower or any other Borrower Party or any security therefor or guarantee thereof or the Agent’s or the Lenders’ recourse to any such security or limiting the Agent’s or the Lenders’ right to a deficiency judgment against the Borrower, any other Borrower Party, the Guarantor or any other Person; and (g0) any other act, omission, occurrence, circumstance, happening reason or event whatsoever, whether similar or dissimilar to the foregoing, whether foreseen or unforeseen, and any other circumstance which might otherwise constitute a legal defense available to or equitable defense, release a discharge of the Company in respect of its obligations or discharge liabilities (including the release Obligations) or discharge of such Subsidiary Guarantor in respect of any of the liabilities of a guarantor or surety or which might otherwise limit recourse against Obligations (other than by the Borrower, any other Borrower Party, the Guarantor or any other Person, whether or not the Borrower, any other Borrower Party, the Guarantor, the Agent or any Lender shall have notice or knowledge of the foregoingperformance in fill thereof).

Absolute Obligation. Subject to the provisions of Sections 1, 2, 3 3, 4 and 45, the obligations of the Parent Guarantor hereunder shall be absolute and unconditional and shall not be subject to any reduction, limitation, impairment or termination for any reason, including, without limitation, any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any setoff, counterclaim, deduction, diminution, abatement, suspension, reduction, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Guaranteed Obligations. Without limiting the generality of the foregoing, subject to the provisions of Sections 1, 2, 3 3, 4 and 45, the obligations of the Parent Guarantor hereunder shall not be released, discharged, impaired or otherwise affected by any circumstance or condition whatsoever (whether or not the Borrower, any other Borrower Party, the Parent Guarantor, the Term Loan Lender, the Agent or any Lender has knowledge thereof) which may or might in any manner or to any extent vary the risk of the Parent Guarantor or otherwise operate as a release or discharge of the Parent Guarantor as a matter of law or equity (other than the indefeasible payment in full of all of the Guaranteed Obligations), including, without limitation: (a) any amendment, modification, addition, deletion or supplement to or other change to any of the terms of the Loan DocumentsAgreements or any of the other Loan Documents referred to therein, or any assignment or transfer of any thereof, or any furnishing, acceptance, surrender, substitution, modification or release of any security for, or guaranty of, any of the Guaranteed Obligations; (b) any failure, omission or delay on the part of the Borrower or any other Borrower Party to comply with any term of any of the Loan DocumentsAgreements or any of the other Loan Documents referred to therein; (c) any waiver of the payment, performance or observance of any of the obligations, conditions, covenants or agreements contained in any of the Loan Documents Agreements or any of them the other Loan Documents referred to therein or any delay on the part of the Term Loan Lender, the Agent or the Lenders any Lender to enforce, assert or exercise any right, power or remedy conferred on the Term Loan Lender, the Agent or the Lenders in the Loan DocumentsAgreements or any of the other Loan Documents referred to therein; (d) any extension of the time for payment of the principal of or premium (if any) or interest on any of the Guaranteed Obligations, or of the time for performance of any other obligations, covenants or agreements under or arising out of any of the Loan Documents Agreements or any of themthe other Loan Documents referred to therein, or the extension or the renewal thereof; (e) to the extent permitted by applicable law, any voluntary or involuntary bankruptcy, insolvency, reorganization, moratorium, arrangement, adjustment, readjustment, composition, assignment for the benefit of creditors, receivership, conservatorship, custodianship, liquidation, marshaling of assets and liabilities or similar proceedings with respect to the Borrower, any other Borrower Party or the Parent Guarantor or any other Person or any of their respective properties or creditors, or any action taken by any trustee or receiver or by any court in any such proceeding (including, without limitation, any automatic stay incident to any such proceeding); (f) any limitation, invalidity, irregularity or unenforceability, in whole or in part, limiting the liability or obligation of the Borrower or any other Borrower Party in respect of the Guaranteed Obligations or any security therefor or guarantee thereof or the Term Loan Lender’s, the Agent’s or the Lenders’ recourse to any such security or limiting the Term Loan Lender’s, the Agent’s or the Lenders’ right to a deficiency judgment against the Borrower, any other Borrower Party, the Parent Guarantor or any other Person; and (g) any other act, omission, occurrence, circumstance, happening or event whatsoever, whether similar or dissimilar to the foregoing, whether foreseen or unforeseen, and any other circumstance which might otherwise constitute a legal or equitable defense, release or discharge (including the release or discharge of the liabilities of a guarantor or surety or which might otherwise limit recourse against the Borrower, any other Borrower Party, the Parent Guarantor or any other Person, whether or not the Borrower, any other Borrower Party, the Parent Guarantor, the Term Loan Lender, the Agent or any Lender shall have notice or knowledge of the foregoing).

Absolute Obligation. Subject to the provisions of Sections 1Section 11.4, 2, 3 and 4, the obligations of the Guarantor hereunder shall be absolute and unconditional and Parent Borrower shall not be subject released from liability hereunder unless and until the Commitment Termination Date shall have occurred and either (a) each Subsidiary Borrower shall have paid in full the outstanding principal amount of the Loans made to it, together with all accrued interest thereon and all other sums then due and owing by it under the Loan Documents, or (b) the Parent Guarantor Obligations shall have been paid in full. The Parent Borrower acknowledges and agrees that (i) neither the Agent nor any of the Lenders has made any representation or warranty to the Parent Borrower with respect to any reductionSubsidiary Borrower, limitation, impairment or termination for any reason, including, without limitationthe other Subsidiaries of the Parent Borrower, any claim of waiverLoan Document, releaseor any agreement, surrenderinstrument or document executed or delivered in connection therewith, alteration or compromiseany other matter whatsoever, and (ii) the Parent Borrower shall be liable hereunder, and such liability shall not be subject affected or impaired, irrespective of (A) the validity or enforceability of any Loan Document or any agreement, instrument or document executed or delivered in connection therewith, or the collectability of any of the Borrower Obligations, (B) the preference or priority ranking with respect to any setoff, counterclaim, deduction, diminution, abatement, suspension, reduction, recoupment or termination whatsoever by reason of the invalidityBorrower Obligations, illegality (C) the existence, validity, enforceability or unenforceability perfection of any security interest or collateral security under any Loan Document or the Guaranteed Obligations. Without limiting the generality release, exchange, substitution or loss or impairment of the foregoingany such security interest or collateral security, subject to the provisions of Sections 1(D) any failure, 2delay, 3 and 4, the obligations of the Guarantor hereunder shall not be released, discharged, impaired neglect or otherwise affected omission by any circumstance or condition whatsoever (whether or not the Borrower, any other Borrower Party, the Guarantor, the Agent or any Lender has knowledge thereofto realize upon or protect any direct or indirect collateral security, indebtedness, liability or obligation, any Loan Document or any agreement, instrument or document executed or delivered in connection therewith, or any of the Borrower Obligations, (E) the existence or exercise of any right of set-off by the Agent or any Lender, (F) the existence, validity or enforceability of any other guaranty with respect to any of the Borrower Obligations, the liability of any other Person in respect of any of the Borrower Obligations, or the release of any such Person or any other guarantor of any of the Borrower Obligations, (G) any act or omission of the Agent or any Lender in connection with the administration of any Loan Document or any of the Borrower Obligations, (H) the bankruptcy, insolvency, reorganization or receivership of, or any other proceeding for the relief of debtors commenced by or against, any Person, (I) the disaffirmance or rejection, or the purported disaffirmance or purported rejection, of any of the Borrower Obligations, any Loan Document or any agreement, instrument or document executed or delivered in connection therewith, in any bankruptcy, insolvency, reorganization or receivership, or any other proceeding for the relief of debtor, relating to any Person, (J) any law, regulation or decree now or hereafter in effect which may or might in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a release or discharge of the Guarantor as a matter of law or equity (other than the indefeasible payment in full of all of the Guaranteed Obligations), including, without limitation: (a) any amendment, modification, addition, deletion or supplement to or other change to affect any of the terms or provisions of the any Loan Documents, Document or any assignment agreement, instrument or transfer of any thereof, document executed or delivered in connection therewith or any furnishing, acceptance, surrender, substitution, modification or release of any security for, or guaranty of, the Guaranteed Obligations; (b) any failure, omission or delay on the part of the Borrower Obligations, or which might cause or permit to be invoked any other Borrower Party to comply with any term alteration in the time, amount, manner or payment or performance of any of the Loan Documents; obligations and liabilities of any Subsidiary Borrower (cincluding the Borrower Obligations), (K) the merger or consolidation of any waiver Subsidiary Borrower into or with any Person, (L) the sale by any Subsidiary Borrower of all or any part of its assets, (M) the fact that at any time and from time to time none of the payment, performance Borrower Obligations may be outstanding or observance of any of the obligations, conditions, covenants or agreements contained in the Loan Documents or any of them or any delay on the part of owing to the Agent or the Lenders to enforceany Lender, assert or exercise any right, power or remedy conferred on the Agent or the Lenders in the Loan Documents; (dN) any extension of the time for payment of the principal of amendment or premium (if any) or interest on any of the Guaranteed Obligationsmodification of, or of the time for performance of supplement to, any other obligations, covenants or agreements under or arising out of the Loan Documents or any of themDocument, or the extension or the renewal thereof; (e) to the extent permitted by applicable law, any voluntary or involuntary bankruptcy, insolvency, reorganization, moratorium, arrangement, adjustment, readjustment, composition, assignment for the benefit of creditors, receivership, conservatorship, custodianship, liquidation, marshaling of assets and liabilities or similar proceedings with respect to the Borrower, any other Borrower Party or the Guarantor or any other Person or any of their respective properties or creditors, or any action taken by any trustee or receiver or by any court in any such proceeding (including, without limitation, any automatic stay incident to any such proceeding); (f) any limitation, invalidity, irregularity or unenforceability, in whole or in part, limiting the liability or obligation of the Borrower or any other Borrower Party or any security therefor or guarantee thereof or the Agent’s or the Lenders’ recourse to any such security or limiting the Agent’s or the Lenders’ right to a deficiency judgment against the Borrower, any other Borrower Party, the Guarantor or any other Person; and (gO) any other act, omission, occurrence, circumstance, happening reason or event whatsoever, whether similar or dissimilar to the foregoing, whether foreseen or unforeseen, and any other circumstance which might otherwise constitute a legal defense available to or equitable defense, release a discharge of any Subsidiary Borrower in respect of its obligations or discharge liabilities (including the release Borrower Obligations) or discharge of the liabilities Parent Borrower in respect of a guarantor or surety or which might otherwise limit recourse against the Borrower, any other Borrower Party, the Guarantor or any other Person, whether or not the Borrower, any other Borrower Party, the Guarantor, the Agent or any Lender shall have notice or knowledge of the foregoingParent Guarantor Obligations (other than by the performance in full thereof).

Absolute Obligation. Subject only to the provisions of Sections 1, 2, 3 and Section 4, the obligations of the Guarantor hereunder shall be under this Guaranty are absolute and unconditional and shall not be subject without regard to any reduction, limitation, impairment or termination for any reason, including, without limitation, any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any setoff, counterclaim, deduction, diminution, abatement, suspension, reduction, recoupment or termination whatsoever by reason the enforceability of the invalidityContract or of any terms thereof, illegality or unenforceability lack of power or authority of Contractor to enter into the Guaranteed ObligationsContract, or any substitution, taking, release or exchange of any other guaranty of or any security for Contractor’s performance under the Contract or any other circumstances which might otherwise constitute a legal or equitable discharge of a surety or guarantor. Without limiting the generality of the foregoing, subject to the provisions of Sections 1, 2, 3 and 4limitation, the obligations of the Guarantor hereunder under this Guaranty shall not be releasedaffected, dischargedreduced, modified, impaired or otherwise affected by discharged upon the occurrence of any circumstance or condition whatsoever (whether or not the Borrower, any other Borrower Party, the Guarantor, the Agent or any Lender has knowledge thereof) which may or might in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a release or discharge of the Guarantor as a matter of law or equity (other than the indefeasible payment in full of all of the Guaranteed Obligations), including, without limitationfollowing events: (a) any amendment, modification, addition, deletion or supplement to or other change to any of the terms of the Loan Documents, or any assignment or transfer of any thereof, or any furnishing, acceptance, surrender, substitutionchange, modification or release amendment of any security forobligation, duty, guarantee, warranty, responsibility, covenant or guaranty of, contract (including without limitation Change Orders (as such term is defined in the Guaranteed ObligationsContract)) set forth in the Contract; (b) any failure, omission omission, delay by or delay inability on the part of the Borrower or any other Borrower Party Beneficiary to comply with any term of any of the Loan Documents; (c) any waiver of the payment, performance or observance of any of the obligations, conditions, covenants or agreements contained in the Loan Documents or any of them or any delay on the part of the Agent or the Lenders to enforce, assert or exercise any right, power or remedy conferred on upon Beneficiary under the Agent Contract or the Lenders in the Loan Documentsthis Guaranty; (dc) any extension of the time for payment of the principal of or premium (if any) or interest on any of the Guaranteed Obligations, or of the time for performance of any other obligations, covenants or agreements under or arising out of the Loan Documents or any of them, or the extension or the renewal thereof; (e) to the extent permitted by applicable law, any voluntary or involuntary bankruptcyliquidation, dissolution, sale or other disposition of all or substantially all of any of Contractor’s assets, the receivership, insolvency, reorganization, moratorium, arrangement, adjustment, readjustment, compositionbankruptcy, assignment for the benefit of creditors, receivershipreorganization of, conservatorship, custodianship, liquidation, marshaling of assets and liabilities or similar proceedings with respect to the Borrower, any other Borrower Party or the Guarantor or any other Person affecting Contractor or any of their respective properties the assets of Contractor; (d) the merger or creditorsconsolidation of Contractor into or with any corporation or other Person, or Contractor’s loss of its separate corporate identity or its ceasing to be an affiliate of Guarantor; (e) a permitted assignment under the Contract of any action taken by right, title or interest or permitted delegation under the Contract of any trustee or receiver or by any court duty of Beneficiary in any such proceeding (including, without limitation, any automatic stay incident the Contract to any such proceeding)other person or entity; (f) an assignment of any limitationright, invalidity, irregularity title or unenforceability, interest or delegation of any duty of Contractor in whole or in part, limiting the liability or obligation of the Borrower or Contract to any other Borrower Party person or any security therefor or guarantee thereof or the Agent’s or the Lenders’ recourse to any such security or limiting the Agent’s or the Lenders’ right to a deficiency judgment against the Borrower, any other Borrower Party, the Guarantor or any other Personentity; andor (g) any ongoing dispute, causes of action, mediation, arbitration or other act, omission, occurrence, circumstance, happening proceedings between Beneficiary and Contractor under or event whatsoever, whether similar or dissimilar to in connection with the foregoing, whether foreseen or unforeseen, and any other circumstance which might otherwise constitute a legal or equitable defense, release or discharge (including the release or discharge of the liabilities of a guarantor or surety or which might otherwise limit recourse against the Borrower, any other Borrower Party, the Guarantor Contract or any other Person, whether or not the Borrower, any other Borrower Party, the Guarantor, the Agent or any Lender shall have notice or knowledge of the foregoing)contract to which Beneficiary and Contractor are parties.

Absolute Obligation. Subject to Section 12.5(c), no Subsidiary Guarantor shall be released from liability hereunder unless and until the provisions of Sections 1, 2, 3 Commitments have terminated and 4, either (i) the obligations Borrower shall have paid in full the outstanding principal balance of the Guarantor hereunder shall be absolute Loans, together with all accrued and unconditional and shall not be subject to any reduction, limitation, impairment or termination for any reason, including, without limitation, any claim of waiver, release, surrender, alteration or compromiseunpaid interest thereon, and shall not be subject to any setoff, counterclaim, deduction, diminution, abatement, suspension, reduction, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations. Without limiting the generality of the foregoing, subject to the provisions of Sections 1, 2, 3 all other amounts then due and 4, the obligations of the Guarantor hereunder shall not be released, discharged, impaired or otherwise affected by any circumstance or condition whatsoever (whether or not the Borrower, any other Borrower Party, the Guarantor, the Agent or any Lender has knowledge thereof) which may or might in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a release or discharge of the Guarantor as a matter of law or equity (other than the indefeasible payment in full of all of the Guaranteed Obligations), including, without limitation: (a) any amendment, modification, addition, deletion or supplement to or other change to any of the terms of owing under the Loan Documents, or (ii) the Guarantor Obligations of such Subsidiary Guarantor shall have been paid in full in cash. Each Subsidiary Guarantor acknowledges and agrees that (a) no Credit Party has made any assignment representation or transfer of any thereof, or any furnishing, acceptance, surrender, substitution, modification or release of any security for, or guaranty of, the Guaranteed Obligations; (b) any failure, omission or delay on the part of the Borrower or any other Borrower Party warranty to comply with any term of any of the Loan Documents; (c) any waiver of the payment, performance or observance of any of the obligations, conditions, covenants or agreements contained in the Loan Documents or any of them or any delay on the part of the Agent or the Lenders to enforce, assert or exercise any right, power or remedy conferred on the Agent or the Lenders in the Loan Documents; (d) any extension of the time for payment of the principal of or premium (if any) or interest on any of the Guaranteed Obligations, or of the time for performance of any other obligations, covenants or agreements under or arising out of the Loan Documents or any of them, or the extension or the renewal thereof; (e) to the extent permitted by applicable law, any voluntary or involuntary bankruptcy, insolvency, reorganization, moratorium, arrangement, adjustment, readjustment, composition, assignment for the benefit of creditors, receivership, conservatorship, custodianship, liquidation, marshaling of assets and liabilities or similar proceedings such Subsidiary Guarantor with respect to the Borrower, any other Borrower Party of its Subsidiaries, any Loan Document, or the Guarantor any agreement, instrument or document executed or delivered in connection therewith, or any other matter whatsoever, and (b) such Subsidiary Guarantor shall be liable hereunder, and such liability shall not be affected or impaired, irrespective of (A) the validity or enforceability of any Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, or the collectability of any of the Borrower Obligations, (B) the preference or priority ranking with respect to any of the Borrower Obligations, (C) the existence, validity, enforceability or perfection of any security interest or collateral security under any Loan Document, or the release, exchange, substitution or loss or impairment of any such security interest or collateral security, (D) any failure, delay, neglect or omission by any Credit Party to realize upon or protect any direct or indirect collateral security, indebtedness, liability or obligation, any Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, or any of the Borrower Obligations, (E) the existence or exercise of any right of set-off by any Credit Party, (F) the existence, validity or enforceability of any other guarantee with respect to any of the Borrower Obligations, the liability of any other Person in respect of any of the Borrower Obligations, or the release of any such Person or any other guarantor of their respective properties any of the Borrower Obligations, (G) any act or creditorsomission of any Credit Party in connection with the administration of any Loan Document or any of the Borrower Obligations, (H) the bankruptcy, insolvency, reorganization or receivership of, or any action taken other proceeding for the relief of debtors commenced by any trustee or receiver or by any court in any such proceeding (including, without limitationagainst, any automatic stay incident to Person, (I) the disaffirmance or rejection, or the purported disaffirmance or purported rejection, of any such proceeding); (f) any limitation, invalidity, irregularity or unenforceability, in whole or in part, limiting the liability or obligation of the Borrower Obligations, any Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, in any bankruptcy, insolvency, reorganization or receivership, or any other Borrower Party proceeding for the relief of debtor, relating to any Person, (I) any law, regulation or decree now or hereafter in effect that might in any manner affect any of the terms or provisions of any Loan Document, or any security therefor agreement, instrument or guarantee thereof document executed or delivered in connection therewith or any of the Agent’s Borrower Obligations, or that might cause or permit to be invoked any alteration in the Lenders’ recourse time, amount, manner or payment or performance of any of the Borrower's obligations and liabilities (including the Borrower Obligations), (K) the merger or consolidation of the Borrower into or with any Person, (L) the sale by the Borrower of all or any part of its assets, (M) the fact that at any time and from time to time none of the Borrower Obligations may be outstanding or owing to any such security Credit Party, (N) any amendment or limiting the Agent’s modification of, or the Lenders’ right to a deficiency judgment against the Borrowersupplement to, any other Borrower PartyLoan Document, the Guarantor or any other Person; and (gO) any other act, omission, occurrence, circumstance, happening reason or event whatsoever, whether similar or dissimilar to the foregoing, whether foreseen or unforeseen, and any other circumstance which that might otherwise constitute a legal defense available to or equitable defense, release a discharge of the Borrower in respect of its obligations or discharge liabilities (including the release Borrower Obligations) or discharge of such Subsidiary Guarantor in respect of any of the liabilities of a guarantor or surety or which might otherwise limit recourse against Guarantor Obligations (other than by the Borrower, any other Borrower Party, the Guarantor or any other Person, whether or not the Borrower, any other Borrower Party, the Guarantor, the Agent or any Lender shall have notice or knowledge of the foregoingperformance in full thereof).

Absolute Obligation. Subject to No Guarantor shall be released from liability hereunder unless and until the provisions Maturity Date shall have occurred and either (a) the Issuing Bank shall not have any obligation under the Letters of Sections 1, 2, 3 Credit and 4, the obligations Borrower shall have paid in full in cash the outstanding principal balance of the Guarantor hereunder shall be absolute and unconditional and shall not be subject to any reductionLoans, limitationtogether with all accrued interest thereon, impairment or termination for any reason, including, without limitation, any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any setoff, counterclaim, deduction, diminution, abatement, suspension, reduction, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations. Without limiting the generality of the foregoing, subject to the provisions of Sections 1, 2, 3 and 4, the obligations of the Guarantor hereunder shall not be released, discharged, impaired or otherwise affected by any circumstance or condition whatsoever (whether or not the Borrower, any other Borrower Party, the Guarantor, the Agent or any Lender has knowledge thereof) which may or might in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a release or discharge of the Guarantor as a matter of law or equity (other than the indefeasible payment in full of all of the Guaranteed Reimbursement Obligations), including, without limitation: (a) any amendment, modification, addition, deletion or supplement to or and all other change to any of the terms of sums then due and owing under the Loan Documents, or any assignment or transfer of any thereof, or any furnishing, acceptance, surrender, substitution, modification or release of any security for, or guaranty of, the Guaranteed Obligations; (b) any failure, omission or delay on the part Guarantor Obligations of such Guarantor shall have been paid in full in cash. Each Guarantor acknowledges and agrees that (i) neither the Borrower or Administrative Agent nor any other Borrower Secured Party has made any representation or warranty to comply with any term of any of the Loan Documents; (c) any waiver of the payment, performance or observance of any of the obligations, conditions, covenants or agreements contained in the Loan Documents or any of them or any delay on the part of the Agent or the Lenders to enforce, assert or exercise any right, power or remedy conferred on the Agent or the Lenders in the Loan Documents; (d) any extension of the time for payment of the principal of or premium (if any) or interest on any of the Guaranteed Obligations, or of the time for performance of any other obligations, covenants or agreements under or arising out of the Loan Documents or any of them, or the extension or the renewal thereof; (e) to the extent permitted by applicable law, any voluntary or involuntary bankruptcy, insolvency, reorganization, moratorium, arrangement, adjustment, readjustment, composition, assignment for the benefit of creditors, receivership, conservatorship, custodianship, liquidation, marshaling of assets and liabilities or similar proceedings such Guarantor with respect to the Borrower, its Subsidiaries, any other Borrower Party Loan Document, any Interest Rate Protection Arrangement, or the Guarantor any agreement, instrument or document executed or delivered in connection therewith, or any other matter whatsoever, and (ii) such Guarantor shall be liable hereunder, and such liability shall not be affected or impaired, irrespective of (A) the validity or enforceability of any Loan Document, any Interest Rate Protection Arrangement, or any agreement, instrument or document executed or delivered in connection therewith, or the collectability of any of the Borrower Obligations, (B) the preference or priority ranking with respect to any of the Borrower Obligations, (C) the existence, validity, enforceability or perfection of any security interest or collateral security under any Loan Document, or any Interest Rate Protection Arrangement, or the release, exchange, substitution or loss or impairment of any such security interest or collateral security, (D) any failure, delay, neglect or omission by the Administrative Agent or any other Secured Party to realize upon, enforce or protect any direct or indirect collateral security, indebtedness, liability or obligation, any Loan Document, any Interest Rate Protection Arrangement, or any agreement, instrument or document executed or delivered in connection therewith, or any of the Borrower Obligations, (E) the existence or exercise of any right of setoff the Administrative Agent or any other Secured Party, (F) the existence, validity or enforceability of any other guaranty with respect to any of the Borrower Obligations, the liability of any other Person in respect of any of the Borrower Obligations, or the release of any such Person or any other guarantor of their respective properties any of the Borrower Obligations, (G) any act or creditorsomission of the Administrative Agent or any other Secured Party in connection with the administration of any Loan Document, any Interest Rate Protection Arrangement, or any action taken by any trustee or receiver or by any court in any such proceeding (including, without limitation, any automatic stay incident to any such proceeding); (f) any limitation, invalidity, irregularity or unenforceability, in whole or in part, limiting the liability or obligation of the Borrower Obligations, (H) the bankruptcy, insolvency, reorganization or receivership of, or any other proceeding for the relief of debtors commenced by or against, any Person, (I) the disaffirmance or rejection, or the purported disaffirmance or purported rejection, of any of the Borrower Party Obligations, any Loan Document, any Interest Rate Protection Arrangement, or any security therefor agreement, instrument or guarantee thereof document executed or the Agent’s delivered in connection therewith, in any bankruptcy, insolvency, reorganization or the Lenders’ recourse to any such security or limiting the Agent’s or the Lenders’ right to a deficiency judgment against the Borrowerreceivership, any other Borrower Party, the Guarantor or any other proceeding for the relief of debtor, relating to any Person; and , (gJ) any law, regulation or decree now or hereafter in effect which might in any manner affect any of the terms or provisions of any Loan Document, any Interest Rate Protection Arrangement, or any agreement, instrument or document executed or delivered in connection therewith or any of the Borrower Obligations, or which might cause or permit to be invoked any alteration in the time, amount, manner or payment or performance of any of the Borrower's obligations and liabilities (including the Borrower Obligations), (K) the merger or consolidation of the Borrower into or with any Person, (L) the sale by the Borrower of all or any part of its assets, (M) the fact that at any time and from time to time none of the Borrower Obligations may be outstanding or owing to the Administrative Agent or any other Secured Party, (N) any amendment or modification of, or supplement to, any Loan Document or any Interest Rate Protection Arrangement or (O) any other act, omission, occurrence, circumstance, happening reason or event whatsoever, whether similar or dissimilar to the foregoing, whether foreseen or unforeseen, and any other circumstance which might otherwise constitute a legal defense available to or equitable defense, release a discharge of the Borrower in respect of its obligations or discharge liabilities (including the release Borrower Obligations) or discharge of such Guarantor in respect of any of the liabilities of a guarantor or surety or which might otherwise limit recourse against Guarantor Obligations (other than by the Borrower, any other Borrower Party, the Guarantor or any other Person, whether or not the Borrower, any other Borrower Party, the Guarantor, the Agent or any Lender shall have notice or knowledge of the foregoingperformance in full thereof).

Absolute Obligation. Subject to the provisions of Sections 1, 2, 3 and 4, the obligations of the Guarantor hereunder shall be absolute and unconditional and shall not be subject to any reduction, limitation, impairment or termination for any reason, including, without limitation, any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any setoff, counterclaim, deduction, diminution, abatement, suspension, reduction, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations. Without limiting the generality of the foregoing, subject to the provisions of Sections 1, 2, 3 and 4, the obligations of the Guarantor hereunder shall not be released, discharged, impaired or otherwise affected by any circumstance or condition whatsoever (whether or not the Borrower, any other Borrower Party, the Guarantor, the Agent or any Lender has knowledge thereof) which may or might in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a release or discharge of the Guarantor as a matter of law or equity (other than the indefeasible payment in full of all of the Guaranteed Obligations), including, without limitation:: DB3/200170717.3 (a) any amendment, modification, addition, deletion or supplement to or other change to any of the terms of the Loan Documents, or any assignment or transfer of any thereof, or any furnishing, acceptance, surrender, substitution, modification or release of any security for, or guaranty of, the Guaranteed Obligations; (b) any failure, omission or delay on the part of the Borrower or any other Borrower Party to comply with any term of any of the Loan Documents; (c) any waiver of the payment, performance or observance of any of the obligations, conditions, covenants or agreements contained in the Loan Documents or any of them or any delay on the part of the Agent or the Lenders to enforce, assert or exercise any right, power or remedy conferred on the Agent or the Lenders in the Loan Documents; (d) any extension of the time for payment of the principal of or premium (if any) or interest on any of the Guaranteed Obligations, or of the time for performance of any other obligations, covenants or agreements under or arising out of the Loan Documents or any of them, or the extension or the renewal thereof; (e) to the extent permitted by applicable law, any voluntary or involuntary bankruptcy, insolvency, reorganization, moratorium, arrangement, adjustment, readjustment, composition, assignment for the benefit of creditors, receivership, conservatorship, custodianship, liquidation, marshaling of assets and liabilities or similar proceedings with respect to the Borrower, any other Borrower Party or the Guarantor or any other Person or any of their respective properties or creditors, or any action taken by any trustee or receiver or by any court in any such proceeding (including, without limitation, any automatic stay incident to any such proceeding); (f) any limitation, invalidity, irregularity or unenforceability, in whole or in part, limiting the liability or obligation of the Borrower or any other Borrower Party or any security therefor or guarantee thereof or the Agent’s or the Lenders’ recourse to any such security or limiting the Agent’s or the Lenders’ right to a deficiency judgment against the Borrower, any other Borrower Party, the Guarantor or any other Person; and (g) any other act, omission, occurrence, circumstance, happening or event whatsoever, whether similar or dissimilar to the foregoing, whether foreseen or unforeseen, and any other circumstance which might otherwise constitute a legal or equitable defense, release or discharge (including the release or discharge of the liabilities of a guarantor or surety or which might otherwise limit recourse against the Borrower, any other Borrower Party, the Guarantor or any other Person, whether or not the Borrower, any other Borrower Party, the Guarantor, the Agent or any Lender shall have notice or knowledge of the foregoing).. DB3/200170717.3

Absolute Obligation. Subject to No Subsidiary Guarantor shall be released from liability hereunder unless and until the provisions of Sections 1, 2, 3 and 4, the obligations Commitments of the Guarantor hereunder Lenders have terminated and either (i) the Borrower shall be absolute have paid in full the outstanding principal balance of the Loans, together with all accrued and unconditional and shall not be subject to any reduction, limitation, impairment or termination for any reason, including, without limitation, any claim of waiver, release, surrender, alteration or compromiseunpaid interest thereon, and shall not be subject to any setoff, counterclaim, deduction, diminution, abatement, suspension, reduction, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations. Without limiting the generality of the foregoing, subject to the provisions of Sections 1, 2, 3 all other amounts then due and 4, the obligations of the Guarantor hereunder shall not be released, discharged, impaired or otherwise affected by any circumstance or condition whatsoever (whether or not the Borrower, any other Borrower Party, the Guarantor, the Agent or any Lender has knowledge thereof) which may or might in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a release or discharge of the Guarantor as a matter of law or equity (other than the indefeasible payment in full of all of the Guaranteed Obligations), including, without limitation: (a) any amendment, modification, addition, deletion or supplement to or other change to any of the terms of owing under the Loan Documents, or (ii) the Guarantor Obligations of such Subsidiary Guarantor shall have been paid in full in cash. Each Subsidiary Guarantor acknowledges and agrees that (a) no Credit Party has made any assignment representation or transfer of any thereof, or any furnishing, acceptance, surrender, substitution, modification or release of any security for, or guaranty of, the Guaranteed Obligations; (b) any failure, omission or delay on the part of the Borrower or any other Borrower Party warranty to comply with any term of any of the Loan Documents; (c) any waiver of the payment, performance or observance of any of the obligations, conditions, covenants or agreements contained in the Loan Documents or any of them or any delay on the part of the Agent or the Lenders to enforce, assert or exercise any right, power or remedy conferred on the Agent or the Lenders in the Loan Documents; (d) any extension of the time for payment of the principal of or premium (if any) or interest on any of the Guaranteed Obligations, or of the time for performance of any other obligations, covenants or agreements under or arising out of the Loan Documents or any of them, or the extension or the renewal thereof; (e) to the extent permitted by applicable law, any voluntary or involuntary bankruptcy, insolvency, reorganization, moratorium, arrangement, adjustment, readjustment, composition, assignment for the benefit of creditors, receivership, conservatorship, custodianship, liquidation, marshaling of assets and liabilities or similar proceedings such Subsidiary Guarantor with respect to the Borrower, any other Borrower Party of its Subsidiaries, any Loan Document, or the Guarantor any agreement, instrument or document executed or delivered in connection therewith, or any other matter whatsoever, and (b) such Subsidiary Guarantor shall be liable hereunder, and such liability shall not be affected or impaired, irrespective of (A) the validity or enforceability of any Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, or the collectability of any of the Borrower Obligations, (B) the preference or priority ranking with respect to any of the Borrower Obligations, (C) the existence, validity, enforceability or perfection of any security interest or collateral security under any Loan Document, or the release, exchange, substitution, failure to perfect or loss or impairment of any such security interest or collateral security, (D) any failure, delay, neglect or omission by any Credit Party to realize upon or protect any direct or indirect collateral security, indebtedness, liability or obligation, any Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, or any of the Borrower Obligations, (E) the existence or exercise of any right of set‑off by any Credit Party, (F) the existence, validity or enforceability of any other guarantee with respect to any of the Borrower Obligations, the liability of any other Person in respect of any of the Borrower Obligations, or the release of any such Person or any other guarantor (including any other Subsidiary Guarantor) of their respective properties any of the Borrower Obligations, (G) any act or creditorsomission of any Credit Party in connection with the administration of any Loan Document or any of the Borrower Obligations, (H) the bankruptcy, insolvency, reorganization or receivership of, or any action taken other proceeding for the relief of debtors commenced by or against, any trustee Person, (I) the disaffirmance or receiver rejection, or by the purported disaffirmance or purported rejection, of any court of the Borrower Obligations, any of the Guarantor Obligations of any other Subsidiary Guarantor, any Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, in any such bankruptcy, insolvency, reorganization or receivership, or any other proceeding (includingfor the relief of debtor, without limitation, any automatic stay incident relating to any such proceeding); Person or otherwise, (fJ) any limitationlaw, invalidityregulation or decree now or hereafter in effect which might in any manner affect any of the terms or provisions of any Loan Document, irregularity or unenforceabilityany agreement, instrument or document executed or delivered in whole connection therewith or any of the Borrower Obligations, or which might cause or permit to be invoked any alteration in partthe time, limiting amount, manner or payment or performance of any of the liability Borrower’s obligations and liabilities (including the Borrower Obligations), (K) the merger or obligation consolidation of the Borrower or any other Subsidiary Guarantor into or with any Person, (L) the sale by the Borrower Party or any security therefor or guarantee thereof or the Agent’s or the Lenders’ recourse to any such security or limiting the Agent’s or the Lenders’ right to a deficiency judgment against the Borrower, any other Borrower Party, the Guarantor or any other Person; and Subsidiary Guarantor of all or any part of its assets, (gM) the fact that at any time and from time to time none of the Borrower Obligations may be outstanding or owing to any Credit Party, (N) any amendment or modification of, or supplement to, any Loan Document, or (O) any other act, omission, occurrence, circumstance, happening reason or event whatsoever, whether similar or dissimilar to the foregoing, whether foreseen or unforeseen, and any other circumstance which might otherwise constitute a legal defense available to or equitable defense, release a discharge of the Borrower in respect of its obligations or discharge liabilities (including the release Borrower Obligations) or discharge of the liabilities of a guarantor or surety or which might otherwise limit recourse against the Borrower, any other Borrower Party, the Guarantor such or any other Person, whether or not the Borrower, Subsidiary Guarantor in respect of any other Borrower Party, the Guarantor, the Agent or any Lender shall have notice or knowledge of the foregoingGuarantor Obligations (other than by the performance in full thereof).

Absolute Obligation. Subject to the provisions of Sections 1Section 20, 2, 3 and 4, the obligations of the no Guarantor hereunder shall be absolute released from liability hereunder unless and unconditional until the Maturity Date shall have occurred and shall not be subject to any reduction, limitation, impairment or termination for any reason, including, without limitation, any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any setoff, counterclaim, deduction, diminution, abatement, suspension, reduction, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations. Without limiting the generality of the foregoing, subject to the provisions of Sections 1, 2, 3 and 4, the obligations of the Guarantor hereunder shall not be released, discharged, impaired or otherwise affected by any circumstance or condition whatsoever (whether or not the Borrower, any other Borrower Party, the Guarantor, the Agent or any Lender has knowledge thereof) which may or might in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a release or discharge of the Guarantor as a matter of law or equity (other than the indefeasible payment in full of all of the Guaranteed Obligations), including, without limitation: either (a) any amendmentthe Borrower Obligations shall have been paid in full, modification, addition, deletion or supplement to or other change to any of the terms of the Loan Documentsin cash, or any assignment or transfer of any thereof, or any furnishing, acceptance, surrender, substitution, modification or release of any security for, or guaranty of, the Guaranteed Obligations; (b) the Guarantor Obligations of such Guarantor shall have been paid in full, in cash. Each Guarantor acknowledges and agrees that (1) neither the Collateral Agent nor any failure, omission Secured Creditor has made any representation or delay on the part of the Borrower or any other Borrower Party warranty to comply with any term of any of the Loan Documents; (c) any waiver of the payment, performance or observance of any of the obligations, conditions, covenants or agreements contained in the Loan Documents or any of them or any delay on the part of the Agent or the Lenders to enforce, assert or exercise any right, power or remedy conferred on the Agent or the Lenders in the Loan Documents; (d) any extension of the time for payment of the principal of or premium (if any) or interest on any of the Guaranteed Obligations, or of the time for performance of any other obligations, covenants or agreements under or arising out of the Loan Documents or any of them, or the extension or the renewal thereof; (e) to the extent permitted by applicable law, any voluntary or involuntary bankruptcy, insolvency, reorganization, moratorium, arrangement, adjustment, readjustment, composition, assignment for the benefit of creditors, receivership, conservatorship, custodianship, liquidation, marshaling of assets and liabilities or similar proceedings such Guarantor with respect to the Borrower, its Subsidiaries, any other Borrower Party Loan Document, any Interest Rate Protection Arrangement, or the Guarantor any agreement, instrument or document executed or delivered in connection therewith or any other matter whatsoever, and (2) such Guarantor shall be liable hereunder, and such liability shall not be affected or impaired, irrespective of (A) the validity or enforceability of any Loan Document, any Interest Rate Protection Arrangement, or any agreement, instrument or document executed or delivered in connection therewith, or the collectability of any of the Borrower Obligations, (B) the preference or priority ranking with respect to any of the Borrower Obligations, (C) the existence, validity, enforceability or perfection of any security interest or collateral security under any Loan Document, or any Interest Rate Protection Arrangement, or the release, exchange, substitution or loss or impairment of any such security interest or collateral security, (D) any failure, delay, neglect or omission by the Collateral Agent or any Secured Creditor to realize upon or protect any direct or indirect collateral security, indebtedness, liability or obligation, any Loan Document, any Interest Rate Protection Arrangement, or any agreement, instrument or document executed or delivered in connection therewith, or any of the Borrower Obligations, (E) the existence or exercise of any right of set-off by the Collateral Agent or any Secured Creditor, (F) the ex istence, validity or enforceability of any other guaranty with respect to any of the Borrower Obligations, the liability of any other Person in respect of any of the Borrower Obligations, or the release of any such Person or any other guarantor of their respective properties any of the Borrower Obligations, (G) any act or creditorsomission of the Collateral Agent or any Secured Creditor in connection with the administration of any Loan Document, any Interest Rate Protection Arrangement, or any action taken of the Borrower Obligations, (H) the bankruptcy, insolvency, reorganization or receivership of, or any other proceeding for the relief of debtors com menced by or against, any trustee Person, (I) the disaffirmance or receiver rejection, or by the purported disaffirmance or purported rejection, of any court of the Borrower Obligations, any Loan Docu ment, any Interest Rate Protection Arrangement, or any agreement, instrument or document executed or delivered in connection therewith, in any such bankruptcy, insolvency, reorganization or receivership, or any other proceeding for the relief of debtor, relating to any Person, (J) any law, regulation or decree now or hereafter in effect which might in any manner affect any of the terms or provisions of any Loan Document, any Interest Rate Protection Arrangement, or any agreement, instrument or document executed or delivered in connection therewith or any of the Borrower Obligations, or which might cause or permit to be invoked any alteration in the time, amount, manner or payment or performance of any of the Borrower's obligations and liabilities (including, without limitation, any automatic stay incident to any such proceedingthe Borrower Obligations); , (fK) any limitation, invalidity, irregularity the merger or unenforceability, in whole or in part, limiting the liability or obligation consolidation of the Borrower into or with any Person, (L) the sale by the Borrower of all or any other part of its assets, (M) the fact that at any time and from time to time none of the Borrower Party Obligations may be outstanding or owing to the Collateral Agent or any security therefor Secured Creditor, (N) any amendment or guarantee thereof modification of, or the Agent’s or the Lenders’ recourse to any such security or limiting the Agent’s or the Lenders’ right to a deficiency judgment against the Borrowersupple ment to, any other Borrower Party, the Guarantor Loan Document or any other Person; and Interest Rate Protection Arrangement or (gO) any other act, omission, occurrence, circumstance, happening reason or event whatsoever, whether similar or dissimilar to the foregoing, whether foreseen or unforeseen, and any other circumstance which might otherwise constitute a legal defense available to or equitable defense, release or discharge (including the release or discharge a dis charge of the Borrower in respect of its obligations or liabilities of a guarantor or surety or which might otherwise limit recourse against the Borrower(including, any other Borrower Partywithout limitation, the Borrower Obligations) or of such Guarantor or in respect of any other Person, whether or not the Borrower, any other Borrower Party, the Guarantor, the Agent or any Lender shall have notice or knowledge of the foregoingGuaran tor Obligations (other than by the performance in full thereof).

Absolute Obligation. Subject to the provisions of Sections 1, 2, 3 and 4, the (a) The obligations of the Guarantor hereunder Lessee to pay all amounts payable pursuant to this Lease (including specifically and without limitation amounts payable under Sections 7 and 11 hereof) shall be absolute and unconditional under any and shall not be subject to all circumstances of any reduction, limitation, impairment or termination for any reason, including, without limitation, any claim of waiver, release, surrender, alteration or compromisecharacter, and such amounts shall not be subject to any setoffpaid without notice, counterclaimdemand, deductiondefense, diminutionset-off, deduction or counterclaim and without abatement, suspension, reductiondeferment, recoupment diminution or termination whatsoever by reason reduction of any kind whatsoever, except as herein expressly otherwise provided. The obligation of the invalidity, illegality or unenforceability of Lessee to lease the Guaranteed Obligations. Without limiting the generality of the foregoing, subject to the provisions of Sections 1, 2, 3 Project and 4, the obligations of the Guarantor hereunder shall not be released, discharged, impaired or otherwise affected by any circumstance or condition whatsoever (whether or not the Borrowerpay Basic Rent, any Debt Yield-Maintenance Premium or Modified Call Premium, Additional Rent and any other Borrower Partyamounts due hereunder for the Project accepted for lease pursuant to this Lease is without any warranty or representation, the Guarantorexpress or implied, the Agent or any Lender has knowledge thereof) which may or might in any manner or as to any extent vary the risk of the Guarantor or otherwise operate as a release or discharge of the Guarantor as a matter of law or equity (other than the indefeasible payment in full of all of the Guaranteed Obligations), including, without limitation: (a) any amendment, modification, addition, deletion or supplement to or other change to any of the terms of the Loan Documents, or any assignment or transfer of any thereof, or any furnishing, acceptance, surrender, substitution, modification or release of any security for, or guaranty of, the Guaranteed Obligations; (b) any failure, omission or delay whatsoever on the part of the Borrower Lessor or any Assignee or any Affiliate of either, or anyone acting on behalf of any of them. THE LESSEE HAS SELECTED THE PROJECT ON THE BASIS OF ITS OWN JUDGMENT. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN UPON A TRANSFER OF THE LESSOR'S INTEREST IN THE PROJECT TO THE LESSEE OR A THIRD PARTY, NEITHER THE LESSOR NOR ANY ASSIGNEE NOR ANY AFFILIATE OF EITHER, NOR ANYONE ACTING ON BEHALF OF ANY OF THEM MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, AS TO THE SAFETY, TITLE, CONDITION, QUALITY, QUANTITY, FITNESS FOR USE, MERCHANTABILITY, CONFORMITY TO SPECIFICATION, OR ANY OTHER CHARACTERISTIC, OF THE PROJECT, OR AS TO WHETHER THE PROJECT OR THE OWNERSHIP, USE, OCCUPANCY OR POSSESSION THEREOF COMPLIES WITH ANY LAWS, RULES, REGULATIONS OR REQUIREMENTS OF ANY KIND. AS BETWEEN THE LESSEE AND THE LESSOR, ANY ASSIGNEE OR ANY INDEMNIFIED PERSON, THE LESSEE ASSUMES ALL RISKS AND WAIVES ANY AND ALL DEFENSES, SET-OFFS, DEDUCTIONS, COUNTERCLAIMS (OR OTHER RIGHTS), EXISTING OR FUTURE, AS TO THE LESSEE'S OBLIGATION TO PAY BASIC RENT AND ALL OTHER AMOUNTS PAYABLE HEREUNDER, INCLUDING, WITHOUT LIMITATION, ANY RELATING TO: (A) THE SAFETY, TITLE, CONDITION, QUALITY, FITNESS FOR USE, MERCHANTABILITY, CONFORMITY TO SPECIFICATION, OR ANY OTHER QUALITY OR CHARACTERISTIC OF THE PROJECT, LATENT OR NOT; (B) ANY SET-OFF, COUNTERCLAIM, RECOUPMENT, ABATEMENT, DEFENSE OR OTHER RIGHT WHICH THE LESSEE MAY HAVE AGAINST THE LESSOR, ANY ASSIGNEE OR ANY INDEMNIFIED PERSON FOR ANY REASON WHATSOEVER ARISING OUT OF THIS OR ANY OTHER TRANSACTION OR MATTER; THIS LEASE AGREEMENT IS CONFIDENTIAL AND PROPRIETARY (C) ANY DEFECT IN TITLE OR OWNERSHIP OF THE PROJECT OR ANY TITLE ENCUMBRANCE NOW OR HEREAFTER EXISTING WITH RESPECT TO THE PROJECT; (D) ANY FAILURE OR DELAY IN DELIVERY OR ANY LOSS, THEFT OR DESTRUCTION OF, OR DAMAGE TO, THE PROJECT, IN WHOLE OR IN PART, OR CESSATION OF THE USE OR POSSESSION OF THE PROJECT BY THE LESSEE FOR ANY REASON WHATSOEVER AND OF WHATEVER DURATION, OR ANY CONDEMNATION, CONFISCATION, REQUISITION, SEIZURE, PURCHASE, TAKING OR FORFEITURE OF THE PROJECT, IN WHOLE OR IN PART; (E) ANY INABILITY OR ILLEGALITY WITH RESPECT TO THE USE, OWNERSHIP, OCCUPANCY OR POSSESSION OF THE PROJECT BY THE LESSEE; (F) ANY INSOLVENCY, BANKRUPTCY, REORGANIZATION OR SIMILAR PROCEEDING BY OR AGAINST THE LESSEE OR THE LESSOR OR ANY ASSIGNEE; (G) ANY FAILURE TO OBTAIN, OR EXPIRATION, SUSPENSION OR OTHER TERMINATION OF, OR INTERRUPTION TO, ANY REQUIRED LICENSES, PERMITS, CONSENTS, AUTHORIZATIONS, APPROVALS OR OTHER LEGAL REQUIREMENTS; (H) THE INVALIDITY OR UNENFORCEABILITY OF THIS LEASE OR ANY OTHER INFIRMITY HEREIN OR ANY LACK OF POWER OR AUTHORITY OF THE LESSOR OR THE LESSEE TO ENTER INTO THIS CONTRACT; (I) THE INVALIDITY OR UNENFORCEABILITY OF ANY XXXX OF SALE EXECUTED IN CONNECTION WITH THIS LEASE OR ANY OTHER INFIRMITY THEREIN OR LACK OF POWER OR AUTHORITY OF ANY PARTY THERETO TO ENTER INTO SUCH XXXX OF SALE; OR (J) ANY OTHER CIRCUMSTANCES OR HAPPENING WHATSOEVER, WHETHER OR NOT SIMILAR TO ANY OF THE FOREGOING. THE LESSEE HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS WHICH IT MAY NOW HAVE OR WHICH AT ANY TIME HEREAFTER MAY BE CONFERRED UPON IT, BY STATUTE OR OTHERWISE, TO TERMINATE, CANCEL, QUIT, RESCIND OR SURRENDER THIS LEASE EXCEPT IN ACCORDANCE WITH THE EXPRESS TERMS HEREOF. Each payment of Basic Rent, any Debt Yield-Maintenance Premium, any Modified Call Premium, Additional Rent and any other amount due hereunder made by the Lessee shall be final, and the Lessee, without waiving any other remedies it may have, will not seek or have any right to recover all or any part of such payment from the Lessor or any Assignee for any reason whatsoever. (b) Notwithstanding any other provision contained in this Lease, it is specifically understood and agreed that neither the Lessor nor any Assignee nor any Affiliate of THIS LEASE AGREEMENT IS CONFIDENTIAL AND PROPRIETARY either, nor anyone acting on behalf of any of them makes any warranties or representations or has any responsibility to disclose any relevant information, nor, except as set forth in Section 21 of this Lease, has the Lessor or any Assignee or any Affiliate of either, or anyone acting on behalf of any of them made any covenants or undertakings or has any other responsibility or duty, as to the accounting treatment to be accorded the Lessee or as to the U.S. Federal or any state income or any other Borrower Party tax consequences, if any, to comply with any term the Lessee as a result of any or by virtue of the Loan Documents; (c) any waiver of the payment, performance or observance of any of the obligations, conditions, covenants or agreements contained in the Loan Documents or any of them or any delay on the part of the Agent or the Lenders to enforce, assert or exercise any right, power or remedy conferred on the Agent or the Lenders in the Loan Documents; (d) any extension of the time for payment of the principal of or premium (if any) or interest on any of the Guaranteed Obligations, or of the time for performance of any other obligations, covenants or agreements under or arising out of the Loan Documents or any of them, or the extension or the renewal thereof; (e) to the extent permitted transactions contemplated by applicable law, any voluntary or involuntary bankruptcy, insolvency, reorganization, moratorium, arrangement, adjustment, readjustment, composition, assignment for the benefit of creditors, receivership, conservatorship, custodianship, liquidation, marshaling of assets and liabilities or similar proceedings with respect to the Borrower, any other Borrower Party or the Guarantor or any other Person or any of their respective properties or creditors, or any action taken by any trustee or receiver or by any court in any such proceeding (including, without limitation, any automatic stay incident to any such proceeding); (f) any limitation, invalidity, irregularity or unenforceability, in whole or in part, limiting the liability or obligation of the Borrower or any other Borrower Party or any security therefor or guarantee thereof or the Agent’s or the Lenders’ recourse to any such security or limiting the Agent’s or the Lenders’ right to a deficiency judgment against the Borrower, any other Borrower Party, the Guarantor or any other Person; and (g) any other act, omission, occurrence, circumstance, happening or event whatsoever, whether similar or dissimilar to the foregoing, whether foreseen or unforeseen, and any other circumstance which might otherwise constitute a legal or equitable defense, release or discharge (including the release or discharge of the liabilities of a guarantor or surety or which might otherwise limit recourse against the Borrower, any other Borrower Party, the Guarantor or any other Person, whether or not the Borrower, any other Borrower Party, the Guarantor, the Agent or any Lender shall have notice or knowledge of the foregoing)this Lease.

Absolute Obligation. Subject to the provisions of Sections 1, 2, 3 and 4, the obligations of the Subsidiary Guarantor hereunder shall be absolute and unconditional and shall not be subject to any reductionreleased from liability hereunder unless and until the Commitments of the Lenders have terminated and either (i) the Borrower shall have paid in full the outstanding principal balance of the Loans, limitation, impairment or termination for any reason, including, without limitation, any claim of waiver, release, surrender, alteration or compromisetogether with all accrued and unpaid interest thereon, and shall not be subject to any setoff, counterclaim, deduction, diminution, abatement, suspension, reduction, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations. Without limiting the generality of the foregoing, subject to the provisions of Sections 1, 2, 3 all other amounts then due and 4, the obligations of the Guarantor hereunder shall not be released, discharged, impaired or otherwise affected by any circumstance or condition whatsoever (whether or not the Borrower, any other Borrower Party, the Guarantor, the Agent or any Lender has knowledge thereof) which may or might in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a release or discharge of the Guarantor as a matter of law or equity (other than the indefeasible payment in full of all of the Guaranteed Obligations), including, without limitation: (a) any amendment, modification, addition, deletion or supplement to or other change to any of the terms of owing under the Loan Documents, or (ii) the Guarantor Obligations of Subsidiary Guarantor shall have been paid in full in cash. Subsidiary Guarantor acknowledges and agrees that (a) no Credit Party has made any assignment representation or transfer of any thereof, or any furnishing, acceptance, surrender, substitution, modification or release of any security for, or guaranty of, the Guaranteed Obligations; (b) any failure, omission or delay on the part of the Borrower or any other Borrower Party warranty to comply with any term of any of the Loan Documents; (c) any waiver of the payment, performance or observance of any of the obligations, conditions, covenants or agreements contained in the Loan Documents or any of them or any delay on the part of the Agent or the Lenders to enforce, assert or exercise any right, power or remedy conferred on the Agent or the Lenders in the Loan Documents; (d) any extension of the time for payment of the principal of or premium (if any) or interest on any of the Guaranteed Obligations, or of the time for performance of any other obligations, covenants or agreements under or arising out of the Loan Documents or any of them, or the extension or the renewal thereof; (e) to the extent permitted by applicable law, any voluntary or involuntary bankruptcy, insolvency, reorganization, moratorium, arrangement, adjustment, readjustment, composition, assignment for the benefit of creditors, receivership, conservatorship, custodianship, liquidation, marshaling of assets and liabilities or similar proceedings Subsidiary Guarantor with respect to the Borrower, any other Borrower Party of its Subsidiaries, any Loan Document, or the Guarantor any agreement, instrument or document executed or delivered in connection therewith, or any other matter whatsoever, and (b) Subsidiary Guarantor shall be liable hereunder, and such liability shall not be affected or impaired, irrespective of (A) the validity or enforceability of any Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, or the collectibility of any of the Borrower Obligations, (B) the preference or priority ranking with respect to any of the Borrower Obligations, (C) the existence, validity, enforceability or perfection of any security interest or collateral security under any Loan Document, or the release, exchange, substitution or loss or impairment of any such security interest or collateral security, (D) any failure, delay, neglect or omission by any Credit Party to realize upon or protect any direct or indirect collateral security, indebtedness, liability or obligation, any Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, or any of the Borrower Obligations, (E) the existence or exercise of any right of set-off by any Credit Party, (F) the existence, validity or enforceability of any other guarantee with respect to any of the Borrower Obligations, the liability of any other Person in respect of any of the Borrower Obligations, or the release of any such Person or any other guarantor of their respective properties any of the Borrower Obligations, (G) any act or creditorsomission of any Credit Party in connection with the administration of any Loan Document or any of the Borrower Obligations, (H) the bankruptcy, insolvency, reorganization or receivership of, or any action taken other proceeding for the relief of debtors commenced by any trustee or receiver or by any court in any such proceeding (including, without limitationagainst, any automatic stay incident to Person, (I) the disaffirmance or rejection, or the purported disaffirmance or purported rejection, of any such proceeding); (f) any limitation, invalidity, irregularity or unenforceability, in whole or in part, limiting the liability or obligation of the Borrower Obligations, any Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, in any bankruptcy, insolvency, reorganization or receivership, or any other Borrower Party proceeding for the relief of debtor, relating to any Person, (J) any law, regulation or decree now or hereafter in effect which might in any manner affect any of the terms or provisions of any Loan Document, or any security therefor agreement, instrument or guarantee thereof document executed or delivered in connection therewith or any of the AgentBorrower Obligations, or which might cause or permit to be invoked any alteration in the time, amount, manner or payment or performance of any of the Borrower’s obligations and liabilities (including the Borrower Obligations), (K) the merger or consolidation of the Lenders’ recourse Borrower into or with any Person, (L) the sale by the Borrower of all or any part of its assets, (M) the fact that at any time and from time to time none of the Borrower Obligations may be outstanding or owing to any such security Credit Party, (N) any amendment or limiting the Agent’s modification of, or the Lenders’ right to a deficiency judgment against the Borrowersupplement to, any other Borrower PartyLoan Document, the Guarantor or any other Person; and (gO) any other act, omission, occurrence, circumstance, happening reason or event whatsoever, whether similar or dissimilar to the foregoing, whether foreseen or unforeseen, and any other circumstance which might otherwise constitute a legal defense available to or equitable defense, release a discharge of the Borrower in respect of its obligations or discharge liabilities (including the release Borrower Obligations) or discharge of Subsidiary Guarantor in respect of any of the liabilities of a guarantor or surety or which might otherwise limit recourse against Guarantor Obligations (other than by the Borrower, any other Borrower Party, the Guarantor or any other Person, whether or not the Borrower, any other Borrower Party, the Guarantor, the Agent or any Lender shall have notice or knowledge of the foregoingperformance in full thereof).

Absolute Obligation. Subject to the provisions of Sections 1, 2, 3 and 4, the obligations of the The Guarantor hereunder shall be absolute and unconditional and shall not be subject to any reduction, limitation, impairment or termination for any reason, including, without limitation, any claim of waiver, release, surrender, alteration or compromise, released from liability hereunder unless and until the Maturity Date shall have occurred and either (a) the Issuing Bank shall not be subject to have any setoff, counterclaim, deduction, diminution, abatement, suspension, reduction, recoupment or termination whatsoever by reason obligation under the Letters of Credit and the Borrower shall have paid in full in cash the outstanding principal balance of the invalidityLoans, illegality or unenforceability of the Guaranteed Obligations. Without limiting the generality of the foregoingtogether with all accrued interest thereon, subject to the provisions of Sections 1, 2, 3 and 4, the obligations of the Guarantor hereunder shall not be released, discharged, impaired or otherwise affected by any circumstance or condition whatsoever (whether or not the Borrower, any other Borrower Party, the Guarantor, the Agent or any Lender has knowledge thereof) which may or might in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a release or discharge of the Guarantor as a matter of law or equity (other than the indefeasible payment in full of all of the Guaranteed Reimbursement Obligations), including, without limitation: (a) any amendment, modification, addition, deletion or supplement to or and all other change to any of the terms of sums then due and owing under the Loan Documents, or any assignment or transfer of any thereof, or any furnishing, acceptance, surrender, substitution, modification or release of any security for, or guaranty of, the Guaranteed Obligations; (b) any failure, omission or delay on the part Guarantor Obligations of the Borrower or Guarantor shall have been paid in full in cash. The Guarantor acknowledges and agrees that (i) neither the Administrative Agent nor any other Borrower Guaranteed Party to comply with has made any term of any of the Loan Documents; (c) any waiver of the payment, performance representation or observance of any of the obligations, conditions, covenants or agreements contained in the Loan Documents or any of them or any delay on the part of the Agent or the Lenders to enforce, assert or exercise any right, power or remedy conferred on the Agent or the Lenders in the Loan Documents; (d) any extension of the time for payment of the principal of or premium (if any) or interest on any of the Guaranteed Obligations, or of the time for performance of any other obligations, covenants or agreements under or arising out of the Loan Documents or any of them, or the extension or the renewal thereof; (e) warranty to the extent permitted by applicable law, any voluntary or involuntary bankruptcy, insolvency, reorganization, moratorium, arrangement, adjustment, readjustment, composition, assignment for the benefit of creditors, receivership, conservatorship, custodianship, liquidation, marshaling of assets and liabilities or similar proceedings Guarantor with respect to the Borrower, its Subsidiaries, any other Borrower Party Loan Document, any Interest Rate Protection Arrangement, or the Guarantor any agreement, instrument or document executed or delivered in connection therewith, or any other matter whatsoever, and (ii) the Guarantor shall be liable hereunder, and such liability shall not be affected or impaired, irrespective of (A) the validity or enforceability of any Loan Document, any Interest Rate Protection Arrangement, or any agreement, instrument or document executed or delivered in connection therewith, or the collectability of any of the Borrower Obligations, (B) the preference or priority ranking with respect to any of the Borrower Obligations, (C) the existence, validity, enforceability or perfection of any security interest or collateral security under any Loan Document, or any Interest Rate Protection Arrangement, or the release, exchange, substitution or loss or impairment of any such security interest or collateral security, (D) any failure, delay, neglect or omission by the Administrative Agent nor any other Guaranteed Party to realize upon, enforce or protect any direct or indirect collateral security, indebtedness, liability or obligation, any Loan Document, any Interest Rate Protection Arrangement, or any agreement, instrument or document executed or delivered in connection therewith, or any of the Borrower Obligations, (E) the existence or exercise of any right of setoff by the Administrative Agent or any other Guaranteed Party, (F) the existence, validity or enforceability of any other guaranty with respect to any of the Borrower Obligations, the liability of any other Person in respect of any of the Borrower Obligations, or the release of any such Person or any other guarantor of their respective properties any of the Borrower Obligations, (G) any act or creditorsomission of the Administrative Agent or any other Guaranteed Party in connection with the administration of any Loan Document, any Interest Rate Protection Arrangement, or any action taken by any trustee or receiver or by any court in any such proceeding (including, without limitation, any automatic stay incident to any such proceeding); (f) any limitation, invalidity, irregularity or unenforceability, in whole or in part, limiting the liability or obligation of the Borrower Obligations, (H) the bankruptcy, insolvency, reorganization or receivership of, or any other proceeding for the relief of debtors commenced by or against, any Person, (I) the disaffirmance or rejection, or the purported disaffirmance or purported rejection, of any of the Borrower Party Obligations, any Loan Document, any Interest Rate Protection Arrangement, or any security therefor agreement, instrument or guarantee thereof document executed or the Agent’s delivered in connection therewith, in any bankruptcy, insolvency, reorganization or the Lenders’ recourse to any such security or limiting the Agent’s or the Lenders’ right to a deficiency judgment against the Borrowerreceivership, any other Borrower Party, the Guarantor or any other proceeding for the relief of debtor, relating to any Person; and , (gJ) any law, regulation or decree now or hereafter in effect which might in any manner affect any of the terms or provisions of any Loan Document, any Interest Rate Protection Arrangement, or any agreement, instrument or document executed or delivered in connection therewith or any of the Borrower Obligations, or which might cause or permit to be invoked any alteration in the time, amount, manner or payment or performance of any of the Borrower's obligations and liabilities (including the Borrower Obligations), (K) the merger or consolidation of the Borrower into or with any Person, (L) the sale by the Borrower of all or any part of its assets, (M) the fact that at any time and from time to time none of the Borrower Obligations may be outstanding or owing to the Administrative Agent or any other Guaranteed Party, (N) any amendment or modification of, or supplement to, any Loan Document or any Interest Rate Protection Arrangement or (O) any other act, omission, occurrence, circumstance, happening reason or event whatsoever, whether similar or dissimilar to the foregoing, whether foreseen or unforeseen, and any other circumstance which might otherwise constitute a legal defense available to or equitable defense, release a discharge of the Borrower in respect of its obligations or discharge liabilities (including the release Borrower Obligations) or discharge of the liabilities Guarantor in respect of a guarantor or surety or which might otherwise limit recourse against the Borrower, any other Borrower Party, of the Guarantor or any Obligations (other Person, whether or not than by the Borrower, any other Borrower Party, the Guarantor, the Agent or any Lender shall have notice or knowledge of the foregoingperformance in full thereof).

Absolute Obligation. Subject to the provisions of Sections 1, 2, 3 and 4, the (a) The obligations of the Guarantor hereunder Lessee to pay all amounts payable by the Lessee pursuant to this Lease (including specifically and without limitation amounts payable under Sections 7 and 11 hereof) shall be absolute and unconditional under any and shall not be subject to all circumstances of any reduction, limitation, impairment or termination for any reason, including, without limitation, any claim of waiver, release, surrender, alteration or compromisecharacter, and such amounts shall not be subject to any setoffpaid without notice, counterclaimdemand, deductiondefense, diminutionset-off, deduction or counterclaim and without abatement, suspension, reductiondeferment, recoupment diminution or termination whatsoever by reason reduction of any kind whatsoever, except as herein expressly otherwise provided. The obligation of the invalidity, illegality or unenforceability of Lessee to lease the Guaranteed Obligations. Without limiting the generality of the foregoing, subject to the provisions of Sections 1, 2, 3 Project and 4, the obligations of the Guarantor hereunder shall not be released, discharged, impaired or otherwise affected by any circumstance or condition whatsoever (whether or not the Borrowerpay Basic Rent, any Make-Whole Premium, any Modified Call Premium, Additional Rent and any other Borrower Partyamounts due hereunder for the Project accepted for lease pursuant to this Lease is without any warranty or representation, the Guarantorexpress or implied, the Agent or any Lender has knowledge thereof) which may or might in any manner or as to any extent vary the risk of the Guarantor or otherwise operate as a release or discharge of the Guarantor as a matter of law or equity (other than the indefeasible payment in full of all of the Guaranteed Obligations), including, without limitation: (a) any amendment, modification, addition, deletion or supplement to or other change to any of the terms of the Loan Documents, or any assignment or transfer of any thereof, or any furnishing, acceptance, surrender, substitution, modification or release of any security for, or guaranty of, the Guaranteed Obligations; (b) any failure, omission or delay whatsoever on the part of the Borrower Lessor or any other Borrower Party to comply with Assignee or any term Affiliate of either, or anyone acting on behalf of any of the Loan Documentsthem. THE LESSEE HAS SELECTED THE PROJECT ON THE BASIS OF ITS OWN JUDGMENT. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN UPON A TRANSFER OF THE LESSOR'S INTEREST IN THE PROJECT TO THE LESSEE OR A THIRD PARTY, NEITHER THE LESSOR NOR ANY ASSIGNEE NOR ANY AFFILIATE OF EITHER, NOR ANYONE ACTING ON BEHALF OF ANY OF THEM MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, AS TO THE SAFETY, TITLE, CONDITION, QUALITY, QUANTITY, FITNESS FOR USE, MERCHANTABILITY, CONFORMITY TO SPECIFICATION, OR ANY OTHER CHARACTERISTIC, OF THE PROJECT, OR AS TO WHETHER THE PROJECT OR THE OWNERSHIP, USE, OCCUPANCY OR POSSESSION THEREOF COMPLIES WITH ANY LAWS, RULES, REGULATIONS OR REQUIREMENTS OF ANY KIND. AS BETWEEN THE LESSEE AND THE LESSOR, ANY ASSIGNEE OR ANY INDEMNIFIED PERSON, THE LESSEE ASSUMES ALL RISKS AND WAIVES ANY AND ALL DEFENSES, SET-OFFS, DEDUCTIONS, COUNTERCLAIMS (OR OTHER RIGHTS), EXISTING OR FUTURE, AS TO THE LESSEE'S OBLIGATION TO PAY BASIC RENT AND ALL OTHER AMOUNTS PAYABLE HEREUNDER, INCLUDING, WITHOUT LIMITATION, ANY RELATING TO: (A) THE SAFETY, TITLE, CONDITION, QUALITY, FITNESS FOR USE, MERCHANTABILITY, CONFORMITY TO SPECIFICATION, OR ANY OTHER QUALITY OR CHARACTERISTIC OF THE PROJECT, LATENT OR NOT; (cB) any waiver of the paymentANY SET-OFF, performance or observance of any of the obligationsCOUNTERCLAIM, conditionsRECOUPMENT, covenants or agreements contained in the Loan Documents or any of them or any delay on the part of the Agent or the Lenders to enforceABATEMENT, assert or exercise any rightDEFENSE OR OTHER RIGHT WHICH THE LESSEE MAY HAVE AGAINST THE LESSOR, power or remedy conferred on the Agent or the Lenders in the Loan DocumentsANY ASSIGNEE OR ANY INDEMNIFIED PERSON FOR ANY REASON WHATSOEVER ARISING OUT OF THIS OR ANY OTHER TRANSACTION OR MATTER; (dC) any extension of the time for payment of the principal of or premium (if any) or interest on any of the Guaranteed Obligations, or of the time for performance of any other obligations, covenants or agreements under or arising out of the Loan Documents or any of them, or the extension or the renewal thereofANY DEFECT IN TITLE OR OWNERSHIP OF THE PROJECT OR ANY TITLE ENCUMBRANCE NOW OR HEREAFTER EXISTING WITH RESPECT TO THE PROJECT; (eD) to the extent permitted by applicable lawANY FAILURE OR DELAY IN DELIVERY OR ANY LOSS, any voluntary or involuntary bankruptcyTHEFT OR DESTRUCTION OF, insolvencyOR DAMAGE TO, reorganizationTHE PROJECT, moratoriumIN WHOLE OR IN PART, arrangementOR CESSATION OF THE USE OR POSSESSION OF THE PROJECT BY THE LESSEE FOR ANY REASON WHATSOEVER AND OF WHATEVER DURATION, adjustmentOR ANY CONDEMNATION, readjustmentCONFISCATION, compositionREQUISITION, assignment for the benefit of creditorsSEIZURE, receivershipPURCHASE, conservatorshipTAKING OR FORFEITURE OF THE PROJECT, custodianship, liquidation, marshaling of assets and liabilities or similar proceedings with respect to the Borrower, any other Borrower Party or the Guarantor or any other Person or any of their respective properties or creditors, or any action taken by any trustee or receiver or by any court in any such proceeding (including, without limitation, any automatic stay incident to any such proceeding)IN WHOLE OR IN PART; (fE) ANY INABILITY OR ILLEGALITY WITH RESPECT TO THE USE, OWNERSHIP, OCCUPANCY OR POSSESSION OF THE PROJECT BY THE LESSEE; (F) ANY INSOLVENCY, BANKRUPTCY, REORGANIZATION OR SIMILAR PROCEEDING BY OR AGAINST THE LESSEE OR THE LESSOR OR ANY ASSIGNEE; (G) ANY FAILURE TO OBTAIN, OR EXPIRATION, SUSPENSION OR OTHER TERMINATION OF, OR INTERRUPTION TO, ANY REQUIRED LICENSES, PERMITS, CONSENTS, AUTHORIZATIONS, APPROVALS OR OTHER LEGAL REQUIREMENTS; (H) THE INVALIDITY OR UNENFORCEABILITY OF THIS LEASE OR ANY OTHER INFIRMITY HEREIN OR ANY LACK OF POWER OR AUTHORITY OF THE LESSOR OR THE LESSEE TO ENTER INTO THIS CONTRACT; (I) THE INVALIDITY OR UNENFORCEABILITY OF ANY XXXX OF SALE EXECUTED IN CONNECTION WITH THIS LEASE OR ANY OTHER INFIRMITY THEREIN OR LACK OF POWER OR AUTHORITY OF ANY PARTY THERETO TO ENTER INTO SUCH XXXX OF SALE; OR (J) ANY OTHER CIRCUMSTANCES OR HAPPENING WHATSOEVER, WHETHER OR NOT SIMILAR TO ANY OF THE FOREGOING. THE LESSEE HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS WHICH IT MAY NOW HAVE OR WHICH AT ANY TIME HEREAFTER MAY BE CONFERRED UPON IT, BY STATUTE OR OTHERWISE, TO TERMINATE, CANCEL, QUIT, RESCIND OR SURRENDER THIS LEASE EXCEPT IN ACCORDANCE WITH THE EXPRESS TERMS HEREOF. Each payment of Basic Rent, any limitationMake-Whole Premium, invalidityAdditional Rent and any other amount due hereunder made by the Lessee shall be final, irregularity and the Lessee, without waiving any other remedies it may have, will not seek or unenforceability, in whole or in part, limiting the liability or obligation of the Borrower have any right to recover all or any other Borrower Party part of such payment from the Lessor or any security therefor Assignee for any reason whatsoever. Notwithstanding anything contained herein to the contrary, the making of payments under this Lease by the Lessee shall not be deemed to be a waiver of any claim or guarantee thereof claims (including claims that otherwise would be a defense to payment or a counterclaim) that the Agent’s or the Lenders’ recourse to any such security or limiting the Agent’s or the Lenders’ right to a deficiency judgment Lessee may assert against the Borrower, any other Borrower Party, the Guarantor Lessor or any other Person; and. The Lessor agrees to repay the Lessee amounts paid to the Lessor to the extent such payments were in error and are not required by any of the terms and provisions of this Lease. (gb) Notwithstanding any other actprovision contained in this Lease, omissionit is specifically understood and agreed that neither the Lessor nor any Assignee nor any Affiliate of either, occurrencenor anyone acting on behalf of any of them makes any warranties or representations or has any responsibility to disclose any relevant information nor, circumstanceexcept as set forth in Section 21 of this Lease, happening has the Lessor or event whatsoeverany Assignee or any Affiliate of either, whether similar or dissimilar anyone acting on behalf of any of them made any covenants or undertakings or has any other responsibility or duty, as to the foregoing, whether foreseen accounting treatment to be accorded the Lessee or unforeseen, and as to the U.S. Federal or any other circumstance which might otherwise constitute a legal or equitable defense, release or discharge (including the release or discharge of the liabilities of a guarantor or surety or which might otherwise limit recourse against the Borrower, any other Borrower Party, the Guarantor state income or any other Persontax consequences, whether if any, to the Lessee as a result of or not the Borrower, any other Borrower Party, the Guarantor, the Agent or any Lender shall have notice or knowledge by virtue of the foregoing)transactions contemplated by this Lease.

Absolute Obligation. Subject to No Subsidiary Guarantor shall be released from liability hereunder unless and until the provisions of Sections 1, 2, 3 and 4, the obligations Commitments of the Guarantor hereunder Lenders have terminated and either (i) the Borrower shall be absolute have paid in full the outstanding principal balance of the Loans, together with all accrued and unconditional and shall not be subject to any reduction, limitation, impairment or termination for any reason, including, without limitation, any claim of waiver, release, surrender, alteration or compromiseunpaid interest thereon, and shall not be subject to any setoff, counterclaim, deduction, diminution, abatement, suspension, reduction, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations. Without limiting the generality of the foregoing, subject to the provisions of Sections 1, 2, 3 all other amounts then due and 4, the obligations of the Guarantor hereunder shall not be released, discharged, impaired or otherwise affected by any circumstance or condition whatsoever (whether or not the Borrower, any other Borrower Party, the Guarantor, the Agent or any Lender has knowledge thereof) which may or might in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a release or discharge of the Guarantor as a matter of law or equity (other than the indefeasible payment in full of all of the Guaranteed Obligations), including, without limitation: (a) any amendment, modification, addition, deletion or supplement to or other change to any of the terms of owing under the Loan Documents, or (ii) the Guarantor Obligations of such Subsidiary Guarantor shall have been paid in full in cash. Each Subsidiary Guarantor acknowledges and agrees that (a) no Credit Party has made any assignment representation or transfer of any thereof, or any furnishing, acceptance, surrender, substitution, modification or release of any security for, or guaranty of, the Guaranteed Obligations; (b) any failure, omission or delay on the part of the Borrower or any other Borrower Party warranty to comply with any term of any of the Loan Documents; (c) any waiver of the payment, performance or observance of any of the obligations, conditions, covenants or agreements contained in the Loan Documents or any of them or any delay on the part of the Agent or the Lenders to enforce, assert or exercise any right, power or remedy conferred on the Agent or the Lenders in the Loan Documents; (d) any extension of the time for payment of the principal of or premium (if any) or interest on any of the Guaranteed Obligations, or of the time for performance of any other obligations, covenants or agreements under or arising out of the Loan Documents or any of them, or the extension or the renewal thereof; (e) to the extent permitted by applicable law, any voluntary or involuntary bankruptcy, insolvency, reorganization, moratorium, arrangement, adjustment, readjustment, composition, assignment for the benefit of creditors, receivership, conservatorship, custodianship, liquidation, marshaling of assets and liabilities or similar proceedings such Subsidiary Guarantor with respect to the Borrower, any other Borrower Party of its Subsidiaries, any Loan Document, or the Guarantor any agreement, instrument or document executed or delivered in connection therewith, or any other matter whatsoever, and (b) such Subsidiary Guarantor shall be liable hereunder, and such liability shall not be affected or impaired, irrespective of (A) the validity or enforceability of any Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, or the collectability of any of the Borrower Obligations, (B) the preference or priority ranking with respect to any of the Borrower Obligations, (C) the existence, validity, enforceability or perfection of any security interest or collateral security under any Loan Document, or the release, exchange, substitution or loss or impairment of any such security interest or collateral security, (D) any failure, delay, neglect or omission by any Credit Party to realize upon or protect any direct or indirect collateral security, indebtedness, liability or obligation, any Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, or any of the Borrower Obligations, (E) the existence or exercise of any right of set-off by any Credit Party, (F) the existence, validity or enforceability of any other guarantee with respect to any of the Borrower Obligations, the liability of any other Person in respect of any of the Borrower Obligations, or the release of any such Person or any other guarantor of their respective properties any of the Borrower Obligations, (G) any act or creditorsomission of any Credit Party in connection with the administration of any Loan Document or any of the Borrower Obligations, (H) the bankruptcy, insolvency, reorganization or receivership of, or any action taken other proceeding for the relief of debtors commenced by any trustee or receiver or by any court in any such proceeding (including, without limitationagainst, any automatic stay incident to Person, (I) the disaffirmance or rejection, or the purported disaffirmance or purported rejection, of any such proceeding); (f) any limitation, invalidity, irregularity or unenforceability, in whole or in part, limiting the liability or obligation of the Borrower Obligations, any Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, in any bankruptcy, insolvency, reorganization or receivership, or any other Borrower Party proceeding for the relief of debtor, relating to any Person, (J) any law, regulation or decree now or hereafter in effect which might in any manner affect any of the terms or provisions of any Loan Document, or any security therefor agreement, instrument or guarantee thereof document executed or delivered in connection therewith or any of the AgentBorrower Obligations, or which might cause or permit to be invoked any alteration in the time, amount, manner or payment or performance of any of the Borrower’s obligations and liabilities (including the Borrower Obligations), (K) the merger or consolidation of the Lenders’ recourse Borrower into or with any Person, (L) the sale by the Borrower of all or any part of its assets, (M) the fact that at any time and from time to time none of the Borrower Obligations may be outstanding or owing to any such security Credit Party, (N) any amendment or limiting the Agent’s modification of, or the Lenders’ right to a deficiency judgment against the Borrowersupplement to, any other Borrower PartyLoan Document, the Guarantor or any other Person; and (gO) any other act, omission, occurrence, circumstance, happening reason or event whatsoever, whether similar or dissimilar to the foregoing, whether foreseen or unforeseen, and any other circumstance which might otherwise constitute a legal defense available to or equitable defense, release a discharge of the Borrower in respect of its obligations or discharge liabilities (including the release Borrower Obligations) or discharge of such Subsidiary Guarantor in respect of any of the liabilities of a guarantor or surety or which might otherwise limit recourse against Guarantor Obligations (other than by the Borrower, any other Borrower Party, the Guarantor or any other Person, whether or not the Borrower, any other Borrower Party, the Guarantor, the Agent or any Lender shall have notice or knowledge of the foregoingperformance in full thereof).

Absolute Obligation. Subject to Section 12.5(c), no Subsidiary Guarantor shall be released from liability hereunder unless and until the provisions of Sections 1, 2, 3 Commitments have terminated and 4, either (i) the obligations Borrower shall have paid in full the outstanding principal balance of the Guarantor hereunder shall be absolute Revolving Loans, together with all accrued and unconditional and shall not be subject to any reduction, limitation, impairment or termination for any reason, including, without limitation, any claim of waiver, release, surrender, alteration or compromiseunpaid interest thereon, and shall not be subject to any setoff, counterclaim, deduction, diminution, abatement, suspension, reduction, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations. Without limiting the generality of the foregoing, subject to the provisions of Sections 1, 2, 3 all other amounts then due and 4, the obligations of the Guarantor hereunder shall not be released, discharged, impaired or otherwise affected by any circumstance or condition whatsoever (whether or not the Borrower, any other Borrower Party, the Guarantor, the Agent or any Lender has knowledge thereof) which may or might in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a release or discharge of the Guarantor as a matter of law or equity (other than the indefeasible payment in full of all of the Guaranteed Obligations), including, without limitation: (a) any amendment, modification, addition, deletion or supplement to or other change to any of the terms of owing under the Loan Documents, or (ii) the Guarantor Obligations of such Subsidiary Guarantor shall have been paid in full in cash. Each Subsidiary Guarantor acknowledges and agrees that (a) no Credit Party has made any assignment representation or transfer of any thereof, or any furnishing, acceptance, surrender, substitution, modification or release of any security for, or guaranty of, the Guaranteed Obligations; (b) any failure, omission or delay on the part of the Borrower or any other Borrower Party warranty to comply with any term of any of the Loan Documents; (c) any waiver of the payment, performance or observance of any of the obligations, conditions, covenants or agreements contained in the Loan Documents or any of them or any delay on the part of the Agent or the Lenders to enforce, assert or exercise any right, power or remedy conferred on the Agent or the Lenders in the Loan Documents; (d) any extension of the time for payment of the principal of or premium (if any) or interest on any of the Guaranteed Obligations, or of the time for performance of any other obligations, covenants or agreements under or arising out of the Loan Documents or any of them, or the extension or the renewal thereof; (e) to the extent permitted by applicable law, any voluntary or involuntary bankruptcy, insolvency, reorganization, moratorium, arrangement, adjustment, readjustment, composition, assignment for the benefit of creditors, receivership, conservatorship, custodianship, liquidation, marshaling of assets and liabilities or similar proceedings such Subsidiary Guarantor with respect to the Borrower, any other Borrower Party of its Subsidiaries, any Loan Document, or the Guarantor any agreement, instrument or document executed or delivered in connection therewith, or any other matter whatsoever, and (b) such Subsidiary Guarantor shall be liable hereunder, and such liability shall not be affected or impaired, irrespective of (A) the validity or enforceability of any Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, or the collectability of any of the Borrower Obligations, (B) the preference or priority ranking with respect to any of the Borrower Obligations, (C) the existence, validity, enforceability or perfection of any security interest or collateral security under any Loan Document, or the release, exchange, substitution or loss or impairment of any such security interest or collateral security, (D) any failure, delay, neglect or omission by any Credit Party to realize upon or protect any direct or indirect collateral security, indebtedness, liability or obligation, any Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, or any of the Borrower Obligations, (E) the existence or exercise of any right of set- off by any Credit Party, (F) the existence, validity or enforceability of any other guarantee with respect to any of the Borrower Obligations, the liability of any other Person in respect of any of the Borrower Obligations, or the release of any such Person or any other guarantor of their respective properties any of the Borrower Obligations, (G) any act or creditorsomission of any Credit Party in connection with the administration of any Loan Document or any of the Borrower Obligations, (H) the bankruptcy, insolvency, reorganization or receivership of, or any action taken other proceeding for the relief of debtors commenced by any trustee or receiver or by any court in any such proceeding (including, without limitationagainst, any automatic stay incident to Person, (I) the disaffirmance or rejection, or the purported disaffirmance or purported rejection, of any such proceeding); (f) any limitation, invalidity, irregularity or unenforceability, in whole or in part, limiting the liability or obligation of the Borrower Obligations, any Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, in any bankruptcy, insolvency, reorganization or receivership, or any other Borrower Party proceeding for the relief of debtor, relating to any Person, (J) any law, regulation or decree now or hereafter in effect that might in any manner affect any of the terms or provisions of any Loan Document, or any security therefor agreement, instrument or guarantee thereof document executed or delivered in connection therewith or any of the Agent’s Borrower Obligations, or that might cause or permit to be invoked any alteration in the Lenders’ recourse time, amount, manner or payment or performance of any of the Borrower's obligations and liabilities (including the Borrower Obligations), (K) the merger or consolidation of the Borrower into or with any Person, (L) the sale by the Borrower of all or any part of its assets, (M) the fact that at any time and from time to time none of the Borrower Obligations may be outstanding or owing to any such security Credit Party, (N) any amendment or limiting the Agent’s modification of, or the Lenders’ right to a deficiency judgment against the Borrowersupplement to, any other Borrower PartyLoan Document, the Guarantor or any other Person; and (gO) any other act, omission, occurrence, circumstance, happening reason or event whatsoever, whether similar or dissimilar to the foregoing, whether foreseen or unforeseen, and any other circumstance which that might otherwise constitute a legal defense available to or equitable defense, release a discharge of the Borrower in respect of its obligations or discharge liabilities (including the release Borrower Obligations) or discharge of such Subsidiary Guarantor in respect of any of the liabilities of a guarantor or surety or which might otherwise limit recourse against Guarantor Obligations (other than by the Borrower, any other Borrower Party, the Guarantor or any other Person, whether or not the Borrower, any other Borrower Party, the Guarantor, the Agent or any Lender shall have notice or knowledge of the foregoingperformance in full thereof).

Absolute Obligation. Subject to No Guarantor shall be released from liability hereunder unless and until either (a) the provisions of Sections 1, 2, 3 Credit Agreement shall have been terminated and 4, the obligations Borrower shall have paid in full in cash the outstanding principal balance of the Guarantor hereunder shall be absolute Loans, together with all accrued interest thereon and unconditional all other sums then due and shall not be subject to any reductionowing under the Loan Documents and the Rate Hedging Agreements, limitation, impairment or termination for any reason, including, without limitation, any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any setoff, counterclaim, deduction, diminution, abatement, suspension, reduction, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations. Without limiting the generality of the foregoing, subject to the provisions of Sections 1, 2, 3 and 4, the obligations of (b) the Guarantor hereunder Obligations of such Guarantor shall not be released, discharged, impaired or otherwise affected by any circumstance or condition whatsoever have been paid in full in cash. Each Guarantor acknowledges and agrees that (whether or not the Borrower, any other Borrower Party, the Guarantor, i) neither the Agent or nor any Lender has knowledge thereof) which may made any representation or might in any manner or warranty to any extent vary the risk of the such Guarantor or otherwise operate as a release or discharge of the Guarantor as a matter of law or equity (other than the indefeasible payment in full of all of the Guaranteed Obligations), including, without limitation: (a) any amendment, modification, addition, deletion or supplement to or other change to any of the terms of the Loan Documents, or any assignment or transfer of any thereof, or any furnishing, acceptance, surrender, substitution, modification or release of any security for, or guaranty of, the Guaranteed Obligations; (b) any failure, omission or delay on the part of the Borrower or any other Borrower Party to comply with any term of any of the Loan Documents; (c) any waiver of the payment, performance or observance of any of the obligations, conditions, covenants or agreements contained in the Loan Documents or any of them or any delay on the part of the Agent or the Lenders to enforce, assert or exercise any right, power or remedy conferred on the Agent or the Lenders in the Loan Documents; (d) any extension of the time for payment of the principal of or premium (if any) or interest on any of the Guaranteed Obligations, or of the time for performance of any other obligations, covenants or agreements under or arising out of the Loan Documents or any of them, or the extension or the renewal thereof; (e) to the extent permitted by applicable law, any voluntary or involuntary bankruptcy, insolvency, reorganization, moratorium, arrangement, adjustment, readjustment, composition, assignment for the benefit of creditors, receivership, conservatorship, custodianship, liquidation, marshaling of assets and liabilities or similar proceedings with respect to the Borrower, its Subsidiaries, any other Borrower Party Loan Document, any Rate Hedging Agreement, or the Guarantor any agreement, instrument or document executed or delivered in connection therewith, or any other matter whatsoever, and (ii) such Guarantor shall be liable hereunder, and such liability shall not be affected or impaired, irrespective of (A) the validity or enforceability of any Loan Document, any Rate Hedging Agreement, or any agreement, instrument or document executed or delivered in connection therewith, or the collectability of any of the Borrower Obligations, (B) the preference or priority ranking with respect to any of the Borrower Obligations, (C) the existence, validity, enforceability or perfection of any security interest or collateral security under any Loan Document, or any Rate Hedging Agreement, or the release, exchange, substitution or loss or impairment of any such security interest or collateral security, (D) any failure, delay, neglect or omission by the Agent or any Lender to realize upon, enforce or protect any direct or indirect collateral security, indebtedness, liability or obligation, any Loan Document, any Rate Hedging Agreement, or any agreement, instrument or document executed or delivered in connection therewith, or any of the Borrower Obligations, (E) the existence or exercise of any right of set- off by the Agent or any Lender, (F) the existence, validity or enforceability of any other guaranty with respect to any of the Borrower Obligations, the liability of any other Person in respect of any of the Borrower Obligations, or the release of any such Person or any other guarantor of their respective properties any of the Borrower Obligations, (G) any act or creditorsomission of the Agent or any Lender in connection with the administration of any Loan Document, any Rate Hedging Agreement, or any action taken by any trustee or receiver or by any court in any such proceeding (including, without limitation, any automatic stay incident to any such proceeding); (f) any limitation, invalidity, irregularity or unenforceability, in whole or in part, limiting the liability or obligation of the Borrower Obligations, (H) the bankruptcy, insolvency, reorganization or receivership of, or any other proceeding for the relief of debtors commenced by or against, any Person, (I) the disaffirmance or rejection, or the purported disaffirmance or purported rejection, of any of the Borrower Party Obligations, any Loan Document, any Rate Hedging Agreement, or any security therefor agreement, instrument or guarantee thereof document executed or the Agent’s delivered in connection therewith, in any bankruptcy, insolvency, reorganization or the Lenders’ recourse to any such security or limiting the Agent’s or the Lenders’ right to a deficiency judgment against the Borrowerreceivership, any other Borrower Party, the Guarantor or any other proceeding for the relief of debtor, relating to any Person; and , (gJ) any law, regulation or decree now or hereafter in effect which might in any manner affect any of the terms or provisions of any Loan Document, any Rate Hedging Agreement, or any agreement, instrument or document executed or delivered in connection therewith or any of the Borrower Obligations, or which might cause or permit to be invoked any alteration in the time, amount, manner or payment or performance of any of the Borrower's obligations and liabilities (including the Borrower Obligations), (K) the merger or consolidation of the Borrower into or with any Person, (L) the sale by the Borrower of all or any part of its assets, (M) the fact that at any time and from time to time none of the Borrower Obligations may be outstanding or owing to the Agent or any Lender, (N) any amendment or modification of, or supplement to, any Loan Document or any Rate Hedging Agreement or (O) any other act, omission, occurrence, circumstance, happening reason or event whatsoever, whether similar or dissimilar to the foregoing, whether foreseen or unforeseen, and any other circumstance which might otherwise constitute a legal defense available to or equitable defense, release a discharge of the Borrower in respect of its obligations or discharge liabilities (including the release Borrower Obligations) or discharge of such Guarantor in respect of any of the liabilities of a guarantor or surety or which might otherwise limit recourse against Guarantor Obligations (other than by the Borrower, any other Borrower Party, the Guarantor or any other Person, whether or not the Borrower, any other Borrower Party, the Guarantor, the Agent or any Lender shall have notice or knowledge of the foregoingperformance in full thereof).

Absolute Obligation. Subject to the provisions of Sections 1, 2, 3 and 4, the obligations of the Guarantor hereunder shall be absolute and unconditional and shall not be subject to any reduction, limitation, impairment or termination for any reason, including, without limitation, any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any setoff, counterclaim, deduction, diminution, abatement, suspension, reduction, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations. Without limiting the generality of the foregoing, subject to the provisions of Sections 1, 2, 3 and 4, the obligations of the Guarantor hereunder shall not be released, discharged, impaired or otherwise affected by any circumstance or condition whatsoever (whether or not the Borrower, any other Borrower Party, the Guarantor, the Agent or any Lender has knowledge thereof) which may or might in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a release or discharge of the Guarantor as a matter of law or equity (other than the indefeasible payment in full of all of the Guaranteed Obligations), including, without limitation: (a) any amendment, modification, addition, deletion The Bank has made no representation or supplement to or other change warranty to any of the terms of the Loan Documents, or any assignment or transfer of any thereof, or any furnishing, acceptance, surrender, substitution, modification or release of any security for, or guaranty of, the Guaranteed Obligations; (b) any failure, omission or delay on the part of the Borrower or any other Borrower Party to comply with any term of any of the Loan Documents; (c) any waiver of the payment, performance or observance of any of the obligations, conditions, covenants or agreements contained in the Loan Documents or any of them or any delay on the part of the Agent or the Lenders to enforce, assert or exercise any right, power or remedy conferred on the Agent or the Lenders in the Loan Documents; (d) any extension of the time for payment of the principal of or premium (if any) or interest on any of the Guaranteed Obligations, or of the time for performance of any other obligations, covenants or agreements under or arising out of the Loan Documents or any of them, or the extension or the renewal thereof; (e) to the extent permitted by applicable law, any voluntary or involuntary bankruptcy, insolvency, reorganization, moratorium, arrangement, adjustment, readjustment, composition, assignment for the benefit of creditors, receivership, conservatorship, custodianship, liquidation, marshaling of assets and liabilities or similar proceedings Guarantor with respect to the Borrower, its Subsidiaries, any other Borrower Party Loan Document, or the Guarantor any agreement, instrument or document executed or delivered in connection therewith or any other matter whatsoever, and each Guarantor shall be liable hereunder, and such liability shall not be affected or impaired, irrespective of (i) the validity or enforceability of any Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, or the collectability of any of the Borrower Obligations, (ii) the preference or priority ranking with respect to any of the Borrower Obligations, (iii) the existence, validity, enforceability or perfection of any security interest or collateral security under any Loan Document, or the release, exchange, substitution or loss or impairment of any such security interest or collateral security, (iv) any failure, delay, neglect or omission by the Bank to realize upon, enforce or protect any direct or indirect collateral security, indebtedness, liability or obligation, any Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, or any of the Borrower Obligations, (v) the existence or exercise of any right of set–off by the Bank, (vi) the existence, validity or enforceability of any other guaranty with respect to any of the Borrower Obligations, the liability of any other Person in respect of any of the Borrower Obligations, or the release of any such Person or any other guarantor of their respective properties any of the Borrower Obligations, (vii) any act or creditorsomission of the Bank in connection with the administration of any Loan Document, or any action taken by any trustee or receiver or by any court in any such proceeding (including, without limitation, any automatic stay incident to any such proceeding); (f) any limitation, invalidity, irregularity or unenforceability, in whole or in part, limiting the liability or obligation of the Borrower Obligations, (viii) the bankruptcy, insolvency, reorganization or receivership of, or any other proceeding for the relief of debtors commenced by or against, any Person, (ix) the disaffirmance or rejection, or the purported disaffirmance or purported rejection, of any of the Borrower Party Obligations, any Loan Document, or any security therefor agreement, instrument or guarantee thereof document executed or the Agent’s delivered in connection therewith, in any bankruptcy, insolvency, reorganization or the Lenders’ recourse to any such security or limiting the Agent’s or the Lenders’ right to a deficiency judgment against the Borrowerreceivership, any other Borrower Party, the Guarantor or any other proceeding for the relief of debtor, relating to any Person; and , (gx) any law, regulation or decree now or hereafter in effect which might in any manner affect any of the terms or provisions of any Loan Document, or any agreement, instrument or document executed or delivered in connection therewith or any of the Borrower Obligations, or which might cause or permit to be invoked any alteration in the time, amount, manner or payment or performance of any of the Borrower Obligations, (xi) the merger or consolidation of the Borrower into or with any Person, (xii) the sale by the Borrower of all or any part of its assets, (xiii) the fact that at any time and from time to time none of the Borrower Obligations may be outstanding or owing to the Bank, (xiv) any amendment or modification of, or supplement to, any Loan Document or (xv) any other act, omission, occurrence, circumstance, happening reason or event whatsoever, whether similar or dissimilar to the foregoing, whether foreseen or unforeseen, and any other circumstance which might otherwise constitute a legal defense available to or equitable defense, release or discharge (including the release or a discharge of the liabilities Borrower in respect of a guarantor the Borrower Obligations or surety or which might otherwise limit recourse against the Borrower, of such Guarantor in respect of any other Borrower Party, of the Guarantor or any Obligations (other Person, whether or not than by the Borrower, any other Borrower Party, the Guarantor, the Agent or any Lender shall have notice or knowledge of the foregoingperformance in full thereof).

Absolute Obligation. Subject The Subsidiary Guarantor acknowledges and agrees that (i) no Secured Party has made any representation or warranty to such Subsidiary Guarantor with respect to the provisions of Sections 1Company, 2any Transaction Documents or any agreement, 3 instrument or document executed or delivered in connection therewith, or any other matter whatsoever, and 4, (ii) the obligations of the Subsidiary Guarantor hereunder shall be absolute liable hereunder, and unconditional and such liability shall not be subject affected or impaired, irrespective of (A) the validity or enforceability of any Transaction Documents, or any agreement, instrument or document executed or delivered in connection therewith, or the collectability of any of the Obligations, (B) the preference or priority ranking with respect to any reductionof the Obligations, limitation(C) the existence, validity, enforceability or perfection of any security interest or collateral security under any Transaction Documents, or the release, exchange, substitution or loss or impairment of any such security interest or termination for collateral security, (D) any reasonfailure, includingdelay, without limitationneglect or omission by any Secured Party to realize upon or protect any direct or indirect collateral security, indebtedness, liability or obligation, any claim Transaction Documents, or any agreement, instrument or document executed or delivered in connection therewith, or any of waiverthe Obligations, release(E) the existence or exercise of any right of set-off by any Secured Party, surrender(F) the existence, alteration validity or compromise, and shall not be subject enforceability of any other guaranty with respect to any setoff, counterclaim, deduction, diminution, abatement, suspension, reduction, recoupment or termination whatsoever by reason of the invalidityObligations, illegality or unenforceability the liability of any other person in respect of any of the Guaranteed Obligations. Without limiting , or the generality release of any such person or any other guarantor of any of the foregoingObligations, subject to (G) any act or omission of any Secured Party in connection with the provisions administration of Sections 1, 2, 3 and 4, the obligations any Transaction Documents or any of the Guarantor hereunder shall not be releasedObligations, discharged(H) the bankruptcy, impaired insolvency, reorganization or otherwise affected receivership of, or any other proceeding for the relief of debtors commenced by any circumstance or condition whatsoever (whether or not the Borroweragainst, any other Borrower Partyperson, (I) the Guarantordisaffirmance or rejection, or the Agent purported disaffirmance or purported rejection, of any of the Obligations, any Transaction Documents, or any Lender has knowledge thereofagreement, instrument or document executed or delivered in connection therewith, in any bankruptcy, insolvency, reorganization or receivership, or any other proceeding for the relief of debtor, relating to any person, (J) any law, regulation or decree now or hereafter in effect which may or might in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a release or discharge of the Guarantor as a matter of law or equity (other than the indefeasible payment in full of all of the Guaranteed Obligations), including, without limitation: (a) any amendment, modification, addition, deletion or supplement to or other change to affect any of the terms or provisions of the Loan any Transaction Documents, or any assignment agreement, instrument or transfer document executed or delivered in connection therewith or any of any thereofthe Obligations, or which might cause or permit to be invoked any furnishingalteration in the time, acceptanceamount, surrender, substitution, modification manner or release of any security for, payment or guaranty of, the Guaranteed Obligations; (b) any failure, omission or delay on the part of the Borrower or any other Borrower Party to comply with any term performance of any of the Loan Documents; Company’s obligations and liabilities (cincluding the Obligations), (K) the merger or consolidation of the Company into or with any person, (L) the sale by the Company of all or any part of its assets, (M) the fact that at any time and from time to time none of the Obligations may be outstanding or owing to any Secured Party, (N) any waiver of the payment, performance amendment or observance of any of the obligations, conditions, covenants or agreements contained in the Loan Documents or any of them or any delay on the part of the Agent or the Lenders to enforce, assert or exercise any right, power or remedy conferred on the Agent or the Lenders in the Loan Documents; (d) any extension of the time for payment of the principal of or premium (if any) or interest on any of the Guaranteed Obligationsmodification of, or of the time for performance of supplement to, any other obligations, covenants or agreements under or arising out of the Loan Documents or any of themTransaction Documents, or the extension or the renewal thereof; (e) to the extent permitted by applicable law, any voluntary or involuntary bankruptcy, insolvency, reorganization, moratorium, arrangement, adjustment, readjustment, composition, assignment for the benefit of creditors, receivership, conservatorship, custodianship, liquidation, marshaling of assets and liabilities or similar proceedings with respect to the Borrower, any other Borrower Party or the Guarantor or any other Person or any of their respective properties or creditors, or any action taken by any trustee or receiver or by any court in any such proceeding (including, without limitation, any automatic stay incident to any such proceeding); (f) any limitation, invalidity, irregularity or unenforceability, in whole or in part, limiting the liability or obligation of the Borrower or any other Borrower Party or any security therefor or guarantee thereof or the Agent’s or the Lenders’ recourse to any such security or limiting the Agent’s or the Lenders’ right to a deficiency judgment against the Borrower, any other Borrower Party, the Guarantor or any other Person; and (gO) any other act, omission, occurrence, circumstance, happening reason or event whatsoever, whether similar or dissimilar to the foregoing, whether foreseen or unforeseen, and any other circumstance which might otherwise constitute a legal defense available to or equitable defense, release a discharge of the Company in respect of its obligations or discharge liabilities (including the release Obligations) or discharge of such Subsidiary Guarantor in respect of any of the liabilities of a guarantor or surety or which might otherwise limit recourse against Obligations (other than by the Borrower, any other Borrower Party, the Guarantor or any other Person, whether or not the Borrower, any other Borrower Party, the Guarantor, the Agent or any Lender shall have notice or knowledge of the foregoingperformance in full thereof).

Absolute Obligation. Subject to No Guarantor shall be released from liability hereunder unless and until the provisions Maturity Date shall have occurred and either (a) the Issuing Bank shall not have any obligation under the Letters of Sections 1, 2, 3 Credit and 4, the obligations Borrower shall have paid in full in cash the outstanding principal balance of the Guarantor hereunder shall be absolute and unconditional and shall not be subject to any reductionLoans, limitationtogether with all accrued interest thereon, impairment or termination for any reason, including, without limitation, any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any setoff, counterclaim, deduction, diminution, abatement, suspension, reduction, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations. Without limiting the generality of the foregoing, subject to the provisions of Sections 1, 2, 3 and 4, the obligations of the Guarantor hereunder shall not be released, discharged, impaired or otherwise affected by any circumstance or condition whatsoever (whether or not the Borrower, any other Borrower Party, the Guarantor, the Agent or any Lender has knowledge thereof) which may or might in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a release or discharge of the Guarantor as a matter of law or equity (other than the indefeasible payment in full of all of the Guaranteed Reimbursement Obligations), including, without limitation: (a) any amendment, modification, addition, deletion or supplement to or and all other change to any of the terms of sums then due and owing under the Loan Documents, or any assignment or transfer of any thereof, or any furnishing, acceptance, surrender, substitution, modification or release of any security for, or guaranty of, the Guaranteed Obligations; (b) the Guarantor Obligations of such Guarantor shall have been paid in full in cash. Each Guarantor acknowledges and agrees that (i) neither the Administrative Agent, the Issuing Bank nor any failure, omission Lender has made any representation or delay on the part of the Borrower or any other Borrower Party warranty to comply with any term of any of the Loan Documents; (c) any waiver of the payment, performance or observance of any of the obligations, conditions, covenants or agreements contained in the Loan Documents or any of them or any delay on the part of the Agent or the Lenders to enforce, assert or exercise any right, power or remedy conferred on the Agent or the Lenders in the Loan Documents; (d) any extension of the time for payment of the principal of or premium (if any) or interest on any of the Guaranteed Obligations, or of the time for performance of any other obligations, covenants or agreements under or arising out of the Loan Documents or any of them, or the extension or the renewal thereof; (e) to the extent permitted by applicable law, any voluntary or involuntary bankruptcy, insolvency, reorganization, moratorium, arrangement, adjustment, readjustment, composition, assignment for the benefit of creditors, receivership, conservatorship, custodianship, liquidation, marshaling of assets and liabilities or similar proceedings such Guarantor with respect to the Borrower, its Subsidiaries, any other Borrower Party Loan Document, any Interest Rate Protection Arrangement, or the Guarantor any agreement, instrument or document executed or delivered in connection therewith, or any other matter whatsoever, and (ii) such Guarantor shall be liable hereunder, and such liability shall not be affected or impaired, irrespective of (A) the validity or enforceability of any Loan Document, any Interest Rate Protection Arrangement, or any agreement, instrument or document executed or delivered in connection therewith, or the collectability of any of the Borrower Obligations, (B) the preference or priority ranking with respect to any of the Borrower Obligations, (C) the existence, validity, enforceability or perfection of any security interest or collateral security under any Loan Document, or any Interest Rate Protection Arrangement, or the release, exchange, substitution or loss or impairment of any such security interest or collateral security, (D) any failure, delay, neglect or omission by the Administrative Agent, the Issuing Bank or any Lender to realize upon, enforce or protect any direct or indirect collateral security, indebtedness, liability or obligation, any Loan Document, any Interest Rate Protection Arrangement, or any agreement, instrument or document executed or delivered in connection therewith, or any of the Borrower Obligations, (E) the existence or exercise of any right of setoff by the Administrative Agent, the Issuing Bank or any Lender, (F) the existence, validity or enforceability of any other guaranty with respect to any of the Borrower Obligations, the liability of any other Person in respect of any of the Borrower Obligations, or the release of any such Person or any other guarantor of their respective properties any of the Borrower Obligations, (G) any act or creditorsomission of the Administrative Agent, the Issuing Bank or any Lender in connection with the administration of any Loan Document, any Interest Rate Protection Arrangement, or any action taken by any trustee or receiver or by any court in any such proceeding (including, without limitation, any automatic stay incident to any such proceeding); (f) any limitation, invalidity, irregularity or unenforceability, in whole or in part, limiting the liability or obligation of the Borrower Obligations, (H) the bankruptcy, insolvency, reorganization or receivership of, or any other proceeding for the relief of debtors commenced by or against, any Person, (I) the disaffirmance or rejection, or the purported disaffirmance or purported rejection, of any of the Borrower Party Obligations, any Loan Document, any Interest Rate Protection Arrangement, or any security therefor agreement, instrument or guarantee thereof document executed or the Agent’s delivered in connection therewith, in any bankruptcy, insolvency, reorganization or the Lenders’ recourse to any such security or limiting the Agent’s or the Lenders’ right to a deficiency judgment against the Borrowerreceivership, any other Borrower Party, the Guarantor or any other proceeding for the relief of debtor, relating to any Person; and , (gJ) any law, regulation or decree now or hereafter in effect which might in any manner affect any of the terms or provisions of any Loan Document, any Interest Rate Protection Arrangement, or any agreement, instrument or document executed or delivered in connection therewith or any of the Borrower Obligations, or which might cause or permit to be invoked any alteration in the time, amount, manner or payment or performance of any of the Borrower's obligations and liabilities (including the Borrower Obligations), (K) the merger or consolidation of the Borrower into or with any Person, (L) the sale by the Borrower of all or any part of its assets, (M) the fact that at any time and from time to time none of the Borrower Obligations may be outstanding or owing to the Administrative Agent, the Issuing Bank or any Lender, (N) any amendment or modification of, or supplement to, any Loan Document or any Interest Rate Protection Arrangement or (O) any other act, omission, occurrence, circumstance, happening reason or event whatsoever, whether similar or dissimilar to the foregoing, whether foreseen or unforeseen, and any other circumstance which might otherwise constitute a legal defense available to or equitable defense, release a discharge of the Borrower in respect of its obligations or discharge liabilities (including the release Borrower Obligations) or discharge of such Guarantor in respect of any of the liabilities of a guarantor or surety or which might otherwise limit recourse against Guarantor Obligations (other than by the Borrower, any other Borrower Party, the Guarantor or any other Person, whether or not the Borrower, any other Borrower Party, the Guarantor, the Agent or any Lender shall have notice or knowledge of the foregoingperformance in full thereof).

Absolute Obligation. Subject to Section 12.05(c), no Guarantor shall be released from liability hereunder unless and until the provisions of Sections 1, 2, 3 Commitments have terminated and 4, either (i) the obligations Company shall have paid in full the outstanding principal balance of the Loans, together with all accrued and unpaid interest thereon, and all other amounts then due and owing under the this Credit Agreement and the other Basic Documents, or (ii) the Guarantor hereunder Obligations of such Guarantor shall have been paid in full in cash. Each Guarantor acknowledges and agrees that (a) no Bank has made any representation or warranty to such Guarantor with respect to the Company, any of its Subsidiaries, any Basic Document, or any agreement, instrument or document executed or delivered in connection therewith, or any other matter whatsoever, and (b) such Guarantor shall be absolute liable hereunder, and unconditional and such liability shall not be subject affected or impaired, irrespective of (A) the validity or enforceability of any Basic Document, or any agreement, instrument or document executed or delivered in connection therewith, or the collectability of any of the Company Obligations, (B) the preference or priority ranking with respect to any reductionof the Company Obligations, limitation(C) the existence, validity, enforceability or perfection of any security interest or collateral security under any Basic Document, or the release, exchange, substitution or loss or impairment of any such security interest or termination for collateral security, (D) any reasonfailure, includingdelay, without limitationneglect or omission by any Bank to realize upon or protect any direct or indirect collateral security, indebtedness, liability or obligation, any claim Basic Document, or any agreement, instrument or document executed or delivered in connection therewith, or any of waiverthe Company Obligations, release(E) the existence or exercise of any right of set-off by any Bank, surrender(F) the existence, alteration validity or compromise, and shall not be subject enforceability of any other guarantee with respect to any setoff, counterclaim, deduction, diminution, abatement, suspension, reduction, recoupment or termination whatsoever by reason of the invalidityCompany Obligations, illegality or unenforceability the liability of any other Person in respect of any of the Guaranteed Company Obligations. Without limiting , or the generality release of any such Person or any other guarantor of any of the foregoingCompany Obligations, subject to (G) any act or omission of any Bank in connection with the provisions administration of Sections 1, 2, 3 and 4, the obligations any Basic Document or any of the Guarantor hereunder shall not be releasedCompany Obligations, discharged(H) the bankruptcy, impaired insolvency, reorganization or otherwise affected receivership of, or any other proceeding for the relief of debtors commenced by any circumstance or condition whatsoever (whether or not the Borroweragainst, any other Borrower PartyPerson, (I) the Guarantordisaffirmance or rejection, or the Agent purported disaffirmance or purported rejection, of any of the Company Obligations, any Basic Document, or any Lender has knowledge thereofagreement, instrument or document executed or delivered in connection therewith, in any bankruptcy, insolvency, reorganization or receivership, or any other proceeding for the relief of debtor, relating to any Person, (J) which may any law, regulation or decree now or hereafter in effect that might in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a release or discharge of the Guarantor as a matter of law or equity (other than the indefeasible payment in full of all of the Guaranteed Obligations), including, without limitation: (a) any amendment, modification, addition, deletion or supplement to or other change to affect any of the terms or provisions of the Loan Documentsany Basic Document, or any assignment agreement, instrument or transfer document executed or delivered in connection therewith or any of any thereofthe Company Obligations, or that might cause or permit to be invoked any furnishingalteration in the time, acceptanceamount, surrender, substitution, modification manner or release of any security for, payment or guaranty of, the Guaranteed Obligations; (b) any failure, omission or delay on the part of the Borrower or any other Borrower Party to comply with any term performance of any of the Loan Documents; Company's obligations and liabilities (cincluding the Company Obligations), (K) the merger or consolidation of the Company into or with any Person (including without limitation the Merger), (L) the sale by the Company of all or any part of its assets, (M) the fact that at any time and from time to time none of the Company Obligations may be outstanding or owing to any Bank, (N) any waiver amendment or modification of, or supplement to, any Basic Document, or (O) any other reason or circumstance that might otherwise constitute a defense available to or a discharge of the payment, performance Company in respect of its obligations or observance liabilities (including the Company Obligations) or of such Guarantor in respect of any of the obligations, conditions, covenants or agreements contained Guarantor Obligations (other than by the performance in the Loan Documents or any of them or any delay on the part of the Agent or the Lenders to enforce, assert or exercise any right, power or remedy conferred on the Agent or the Lenders in the Loan Documents; (d) any extension of the time for payment of the principal of or premium (if any) or interest on any of the Guaranteed Obligations, or of the time for performance of any other obligations, covenants or agreements under or arising out of the Loan Documents or any of them, or the extension or the renewal full thereof; (e) to the extent permitted by applicable law, any voluntary or involuntary bankruptcy, insolvency, reorganization, moratorium, arrangement, adjustment, readjustment, composition, assignment for the benefit of creditors, receivership, conservatorship, custodianship, liquidation, marshaling of assets and liabilities or similar proceedings with respect to the Borrower, any other Borrower Party or the Guarantor or any other Person or any of their respective properties or creditors, or any action taken by any trustee or receiver or by any court in any such proceeding (including, without limitation, any automatic stay incident to any such proceeding); (f) any limitation, invalidity, irregularity or unenforceability, in whole or in part, limiting the liability or obligation of the Borrower or any other Borrower Party or any security therefor or guarantee thereof or the Agent’s or the Lenders’ recourse to any such security or limiting the Agent’s or the Lenders’ right to a deficiency judgment against the Borrower, any other Borrower Party, the Guarantor or any other Person; and (g) any other act, omission, occurrence, circumstance, happening or event whatsoever, whether similar or dissimilar to the foregoing, whether foreseen or unforeseen, and any other circumstance which might otherwise constitute a legal or equitable defense, release or discharge (including the release or discharge of the liabilities of a guarantor or surety or which might otherwise limit recourse against the Borrower, any other Borrower Party, the Guarantor or any other Person, whether or not the Borrower, any other Borrower Party, the Guarantor, the Agent or any Lender shall have notice or knowledge of the foregoing).

Absolute Obligation. Subject to the provisions of Sections 1, 2, 3 and 3, 4, and 5 the obligations of the Guarantor hereunder shall be absolute and unconditional and shall not be subject to any reduction, limitation, impairment or termination for any reason, including, without limitation, any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any setoff, counterclaim, deduction, diminution, abatement, suspension, reduction, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations. Without limiting the generality of the foregoing, subject to the provisions of Sections 11,2,3,4, 2, 3 and 45, the obligations of the Guarantor hereunder shall not be released, discharged, impaired or otherwise affected by any circumstance or condition whatsoever (whether or not the Borrower, any other Borrower Party, the Guarantor, the Agent or any Lender has knowledge thereof) which may or might in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a release or discharge of the Guarantor as a matter of law or equity (other than the indefeasible payment in full of all of the Guaranteed Obligations), including, without limitation: (a) any amendment, modification, addition, deletion or supplement to or other change to any of the terms of the Loan Documents, or any assignment or transfer of any thereof, or any furnishing, acceptance, surrender, substitution, modification or release of any security for, or guaranty of, the Guaranteed Obligations; (b) any failure, omission or delay on the part of the Borrower or any other Borrower Party to comply with any term of any of the Loan Documents; (c) any waiver of the payment, performance or observance of any of the obligations, conditions, covenants or agreements contained in the Loan Documents or any of them or any delay on the part of the Agent or the Lenders Lender to enforce, assert or exercise any right, power or remedy conferred on the Agent or the Lenders Lender in the Loan Documents; (d) any extension of the time for payment of the principal of or premium (if any) or interest on any of the Guaranteed Obligations, or of the time for performance of any other obligations, covenants or agreements under or arising out of the Loan Documents or any of them, or the extension or the renewal thereof;, (e) to the extent permitted by applicable law, any voluntary or involuntary bankruptcy, insolvency, reorganization, moratorium, arrangement, adjustment, readjustment, composition, assignment for the benefit of creditors, receivership, conservatorship, custodianship, liquidation, marshaling of assets and liabilities or similar proceedings with respect to the Borrower, any other Borrower Party or the Guarantor or any other Person or any of their respective properties or creditors, or any action taken by any trustee or receiver or by any court in any such proceeding (including, without limitation, any automatic stay incident to any such proceeding); (f) any limitation, invalidity, irregularity or unenforceability, in whole or in part, limiting the liability or obligation of the Borrower or any other Borrower Party or any security therefor or guarantee thereof or the Agent’s or the Lenders’ Lender's recourse to any such security or limiting the Agent’s or the Lenders’ Lender's right to a deficiency judgment against the Borrower, any other Borrower Party, the Guarantor or any other Person; and (g) any other act, omission, occurrence, circumstance, happening or event whatsoever, whether similar or dissimilar to the foregoing, whether foreseen or unforeseen, and any other circumstance which might otherwise constitute a legal or equitable defense, release or discharge (including the release or discharge of the liabilities of a guarantor or surety or which might otherwise limit recourse against the Borrower, any other Borrower Party, the Guarantor or any other Person, whether or not the Borrower, any other Borrower Party, the Guarantor, or the Agent or any Lender shall have notice or knowledge of the foregoing).

Absolute Obligation. Subject to No Subsidiary Guarantor shall be released from liability hereunder unless and until the provisions Commitments and Swingline Commitment have terminated and no Letters of Sections 1, 2, 3 Credit remain outstanding and 4, either (i) the obligations Borrower shall have paid in full the outstanding principal balance of the Guarantor hereunder shall be absolute Loans, together with all accrued and unconditional and shall not be subject to any reduction, limitation, impairment or termination for any reason, including, without limitation, any claim of waiver, release, surrender, alteration or compromiseunpaid interest thereon, and shall not be subject to any setoff, counterclaim, deduction, diminution, abatement, suspension, reduction, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations. Without limiting the generality of the foregoing, subject to the provisions of Sections 1, 2, 3 all other amounts then due and 4, the obligations of the Guarantor hereunder shall not be released, discharged, impaired or otherwise affected by any circumstance or condition whatsoever (whether or not the Borrower, any other Borrower Party, the Guarantor, the Agent or any Lender has knowledge thereof) which may or might in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a release or discharge of the Guarantor as a matter of law or equity (other than the indefeasible payment in full of all of the Guaranteed Obligations), including, without limitation: (a) any amendment, modification, addition, deletion or supplement to or other change to any of the terms of owing under the Loan Documents, or (ii) the Guarantor Obligations of such Subsidiary Guarantor shall have been paid in full in cash. Each Subsidiary Guarantor acknowledges and agrees that (a) no Credit Party has made any assignment representation or transfer of any thereof, or any furnishing, acceptance, surrender, substitution, modification or release of any security for, or guaranty of, the Guaranteed Obligations; (b) any failure, omission or delay on the part of the Borrower or any other Borrower Party warranty to comply with any term of any of the Loan Documents; (c) any waiver of the payment, performance or observance of any of the obligations, conditions, covenants or agreements contained in the Loan Documents or any of them or any delay on the part of the Agent or the Lenders to enforce, assert or exercise any right, power or remedy conferred on the Agent or the Lenders in the Loan Documents; (d) any extension of the time for payment of the principal of or premium (if any) or interest on any of the Guaranteed Obligations, or of the time for performance of any other obligations, covenants or agreements under or arising out of the Loan Documents or any of them, or the extension or the renewal thereof; (e) to the extent permitted by applicable law, any voluntary or involuntary bankruptcy, insolvency, reorganization, moratorium, arrangement, adjustment, readjustment, composition, assignment for the benefit of creditors, receivership, conservatorship, custodianship, liquidation, marshaling of assets and liabilities or similar proceedings such Subsidiary Guarantor with respect to the Borrower, any other Borrower Party of its Subsidiaries, any Loan Document, or the Guarantor any agreement, instrument or document executed or delivered in connection therewith, or any other matter whatsoever, and (b) such Subsidiary Guarantor shall be liable hereunder, and such liability shall not be affected or impaired, irrespective of (A) the validity or enforceability of any Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, or the collectability of any of the Borrower Obligations, (B) the preference or priority ranking with respect to any of the Borrower Obligations, (C) the existence, validity, enforceability or perfection of any security interest or collateral security under any Loan Document, or the release, exchange, substitution or loss or impairment of any such security interest or collateral security, (D) any failure, delay, neglect or omission by any Credit Party to realize upon or protect any direct or indirect collateral security, indebtedness, liability or obligation, any Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, or any of the Borrower Obligations, (E) the existence or exercise of any right of set-off by any Credit Party, (F) the existence, validity or enforceability of any other guarantee with respect to any of the Borrower Obligations, the liability of any other Person in respect of any of the Borrower Obligations, or the release of any such Person or any other guarantor of their respective properties any of the Borrower Obligations, (G) any act or creditorsomission of any Credit Party in connection with the administration of any Loan Document or any of the Borrower Obligations, (H) the bankruptcy, insolvency, reorganization or receivership of, or any action taken other proceeding for the relief of debtors commenced by any trustee or receiver or by any court in any such proceeding (including, without limitationagainst, any automatic stay incident to Person, (I) the disaffirmance or rejection, or the purported disaffirmance or purported rejection, of any such proceeding); (f) any limitation, invalidity, irregularity or unenforceability, in whole or in part, limiting the liability or obligation of the Borrower Obligations, any Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, in any bankruptcy, insolvency, reorganization or receivership, or any other Borrower Party proceeding for the relief of debtor, relating to any Person, (J) any law, regulation or decree now or hereafter in effect which might in any manner affect any of the terms or provisions of any Loan Document, or any security therefor agreement, instrument or guarantee thereof document executed or delivered in connection therewith or any of the Agent’s Borrower Obligations, or which might cause or permit to be invoked any alteration in the Lenders’ recourse time, amount, manner or payment or performance of any of the Borrower's obligations and liabilities (including the Borrower Obligations), (K) the merger or consolidation of the Borrower into or with any Person, (L) the sale by the Borrower of all or any part of its assets, (M) the fact that at any time and from time to time none of the Borrower Obligations may be outstanding or owing to any such security Credit Party, (N) any amendment or limiting the Agent’s modification of, or the Lenders’ right to a deficiency judgment against the Borrowersupplement to, any other Borrower PartyLoan Document, the Guarantor or any other Person; and (gO) any other act, omission, occurrence, circumstance, happening reason or event whatsoever, whether similar or dissimilar to the foregoing, whether foreseen or unforeseen, and any other circumstance which might otherwise constitute a legal defense available to or equitable defense, release a discharge of the Borrower in respect of its obligations or discharge liabilities (including the release Borrower Obligations) or discharge of such Subsidiary Guarantor in respect of any of the liabilities of a guarantor or surety or which might otherwise limit recourse against Guarantor Obligations (other than by the Borrower, any other Borrower Party, the Guarantor or any other Person, whether or not the Borrower, any other Borrower Party, the Guarantor, the Agent or any Lender shall have notice or knowledge of the foregoingperformance in full thereof).

Absolute Obligation. Subject to Section 10.5(c), no Subsidiary Guarantor shall be released from liability hereunder unless and until either (i) the provisions of Sections 1, 2, 3 and 4, Borrower shall have paid in full the obligations outstanding principal balance of the Guarantor hereunder shall be absolute Loans, together with all accrued and unconditional and shall not be subject to any reduction, limitation, impairment or termination for any reason, including, without limitation, any claim of waiver, release, surrender, alteration or compromiseunpaid interest thereon, and shall not be subject to any setoff, counterclaim, deduction, diminution, abatement, suspension, reduction, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations. Without limiting the generality of the foregoing, subject to the provisions of Sections 1, 2, 3 all other amounts then due and 4, the obligations of the Guarantor hereunder shall not be released, discharged, impaired or otherwise affected by any circumstance or condition whatsoever (whether or not the Borrower, any other Borrower Party, the Guarantor, the Agent or any Lender has knowledge thereof) which may or might in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a release or discharge of the Guarantor as a matter of law or equity (other than the indefeasible payment in full of all of the Guaranteed Obligations), including, without limitation: (a) any amendment, modification, addition, deletion or supplement to or other change to any of the terms of owing under the Loan Documents, or (ii) the Guarantor Obligations of such Subsidiary Guarantor shall have been paid in full in cash. Each Subsidiary Guarantor acknowledges and agrees that (a) the Lender has not made any assignment representation or transfer of any thereof, or any furnishing, acceptance, surrender, substitution, modification or release of any security for, or guaranty of, the Guaranteed Obligations; (b) any failure, omission or delay on the part of the Borrower or any other Borrower Party warranty to comply with any term of any of the Loan Documents; (c) any waiver of the payment, performance or observance of any of the obligations, conditions, covenants or agreements contained in the Loan Documents or any of them or any delay on the part of the Agent or the Lenders to enforce, assert or exercise any right, power or remedy conferred on the Agent or the Lenders in the Loan Documents; (d) any extension of the time for payment of the principal of or premium (if any) or interest on any of the Guaranteed Obligations, or of the time for performance of any other obligations, covenants or agreements under or arising out of the Loan Documents or any of them, or the extension or the renewal thereof; (e) to the extent permitted by applicable law, any voluntary or involuntary bankruptcy, insolvency, reorganization, moratorium, arrangement, adjustment, readjustment, composition, assignment for the benefit of creditors, receivership, conservatorship, custodianship, liquidation, marshaling of assets and liabilities or similar proceedings such Subsidiary Guarantor with respect to the Borrower, any other Borrower Party of its Subsidiaries, any Loan Document, or the Guarantor any agreement, instrument or document executed or delivered in connection therewith, or any other matter whatsoever, and (b) such Subsidiary Guarantor shall be liable hereunder, and such liability shall not be affected or impaired, irrespective of (A) the validity or enforceability of any Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, or the collectability of any of the Borrower Obligations, (B) the preference or priority ranking with respect to any of the Borrower Obligations, (C) the existence, validity, enforceability or perfection of any security interest or collateral security under any Loan Document, or the release, exchange, substitution or loss or impairment of any such security interest or collateral security, (D) any failure, delay, neglect or omission by the Lender to realize upon or protect any direct or indirect collateral security, indebtedness, liability or obligation, any Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, or any of the Borrower Obligations, (E) the existence or exercise of any right of set-off by the Lender, (F) the existence, validity or enforceability of any other guarantee with respect to any of the Borrower Obligations, the liability of any other Person in respect of any of the Borrower Obligations, or the release of any such Person or any other guarantor of their respective properties any of the Borrower Obligations, (G) any act or creditorsomission of the Lender in connection with the administration of any Loan Document or any of the Borrower Obligations, (H) the bankruptcy, insolvency, reorganization or receivership of, or any action taken other proceeding for the relief of debtors commenced by any trustee or receiver or by any court in any such proceeding (including, without limitationagainst, any automatic stay incident to Person, (I) the disaffirmance or rejection, or the purported disaffirmance or purported rejection, of any such proceeding); (f) any limitation, invalidity, irregularity or unenforceability, in whole or in part, limiting the liability or obligation of the Borrower Obligations, any Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, in any bankruptcy, insolvency, reorganization or receivership, or any other Borrower Party proceeding for the relief of debtor, relating to any Person, (J) any law, regulation or decree now or hereafter in effect that might in any manner affect any of the terms or provisions of any Loan Document, or any security therefor agreement, instrument or guarantee thereof document executed or delivered in connection therewith or any of the Agent’s Borrower Obligations, or that might cause or permit to be invoked any alteration in the Lenders’ recourse to time, amount, manner or payment or performance of any such security or limiting the Agent’s or the Lenders’ right to a deficiency judgment against of the Borrower's obligations and liabilities (including the Borrower Obligations), (K) the merger or consolidation of the Borrower into or with any Person, (L) the sale by the Borrower of all or any part of its assets, (M) the fact that at any time and from time to time none of the Borrower Obligations may be outstanding or owing to the Lender, (N) any amendment or modification of, or supplement to, any other Borrower PartyLoan Document, the Guarantor or any other Person; and (gO) any other act, omission, occurrence, circumstance, happening reason or event whatsoever, whether similar or dissimilar to the foregoing, whether foreseen or unforeseen, and any other circumstance which that might otherwise constitute a legal defense available to or equitable defense, release a discharge of the Borrower in respect of its obligations or discharge liabilities (including the release Borrower Obligations) or discharge of such Subsidiary Guarantor in respect of any of the liabilities of a guarantor or surety or which might otherwise limit recourse against Guarantor Obligations (other than by the Borrower, any other Borrower Party, the Guarantor or any other Person, whether or not the Borrower, any other Borrower Party, the Guarantor, the Agent or any Lender shall have notice or knowledge of the foregoingperformance in full thereof).