Common use of Absolute Obligations Clause in Contracts

Absolute Obligations. The obligations of Guarantor under this Guaranty are absolute, unconditional, and will be continuing and remain in full force and effect subject to Sections 2.2 and 2.6 below. This is a continuing guaranty of payment and not of collection. Guarantor’s obligations under this Guaranty will not be released, discharged, affected, modified or impaired by any event, including, without limitation, any of the following events: (a) the compromise, settlement, release, discharge or termination of any or all of the obligations of Borrower to Lender by operation of law or otherwise, except as may result from the full and prompt performance and payment of the Guaranteed Obligations; (b) the extension of the time for payment of any obligation under the Credit Agreement or any of the other Loan Documents, or the waiver, modification or amendment (whether material or otherwise) of any obligation under the Credit Agreement or any of the other Loan Documents or the acceptance of partial payments of the Guaranteed Obligations; (c) the taking or failure to take any action under the Credit Agreement, any of the other Loan Documents or this Guaranty; (d) the invalidity or unenforceability of any provision of the Credit Agreement, any of the other Loan Documents, or this Guaranty or any other defense Borrower may assert to the payment or performance of any portion of the Indebtedness other than payment and satisfaction in full of all of the Guaranteed Obligations; (e) any (i) failure by Lender to take any steps to perfect, maintain, or enforce its Liens on the Collateral (as defined in the Credit Agreement), (ii) subordination of any of the Guaranteed Obligations and any security therefor to any other Debt of Borrower to any Person, or (iii) loss, release, substitution of, or other dealings with, any collateral or other security given to Lender with respect to the Guaranteed Obligations; (f) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment, composition with creditors or readjustment of, or other similar proceedings affecting Borrower, Guarantor or any other guarantor of any or all of the Indebtedness; (g) any allegation of invalidity or contest of the validity of this Guaranty in any of the proceedings described in Section 2.1(f); (h) any act, election or remedy, or other election, occurrence or circumstance of any nature, whether or not under Lender’s control, that may affect or impair any subrogation right of Guarantor or the effectiveness or value thereof; (i) the default or failure of Guarantor to perform fully any of Guarantor’s obligations set forth in this Guaranty; (j) Lender’s election, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”), of the application of Section 1111 (b)(2) of the Bankruptcy Code; (k) any borrowing or grant of a security interest by Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (l) the disallowance of all or any portion of Lender’s claim(s) for repayment of the Guaranteed Obligations under Section 502 of the Bankruptcy Code; or (m) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor other than payment and satisfaction in full of all of the Guaranteed Obligations.

Absolute Obligations. The Pledgor expressly agrees that until all secured obligations of Guarantor under this Guaranty are absolute, unconditional, paid and will be continuing and remain performed in full force and effect subject to Sections 2.2 each and 2.6 below. This every term, covenant and condition of this Pledge Agreement and the other Related Documents is a continuing guaranty of payment fully satisfied and not of collection. Guarantor’s obligations under this Guaranty will performed, Pledgor shall not be releasedreleased of its obligations, dischargedwaivers and agreements set forth herein or in any other Loan Document nor shall the validity, affected, modified enforceability or impaired by any event, including, without limitation, any priority of the following events: (a) liens and encumbrances against the compromise, settlement, release, discharge or termination of any or all Collateral in favor of the obligations of Borrower to Lender by operation of law or otherwise, except as may result from the full and prompt performance and payment of the Guaranteed Obligations; (b) the extension of the time for payment of any obligation under the Credit Agreement or any of the other Loan Documents, or the waiver, modification or amendment (whether material or otherwise) of any obligation under the Credit Agreement or any of the other Loan Documents or the acceptance of partial payments of the Guaranteed Obligations; (c) the taking or failure to take any action under the Credit Agreement, any of the other Loan Documents or this Guaranty; (d) the invalidity or unenforceability of any provision of the Credit Agreement, any of the other Loan Documents, or this Guaranty or any other defense Borrower may assert to the payment or performance of any portion of the Indebtedness other than payment and satisfaction in full of all of the Guaranteed Obligations; (e) any (i) failure by Lender to take any steps to perfect, maintain, or enforce its Liens on the Collateral (as defined in the Credit Agreement), (ii) subordination of any of the Guaranteed Obligations and any security therefor to any other Debt of Borrower to any Person, or (iii) loss, release, substitution of, or other dealings with, any collateral or other security given to Lender with respect to the Guaranteed Obligations; (f) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment, composition with creditors or readjustment of, or other similar proceedings affecting Borrower, Guarantor or any other guarantor of any or all of the Indebtedness; (g) any allegation of invalidity or contest of the validity of this Guaranty be affected in any of the proceedings described in Section 2.1(f); (h) any act, election manner by or remedy, or other election, occurrence or circumstance of any nature, whether or not under Lender’s control, that may affect or impair any subrogation right of Guarantor or the effectiveness or value thereof;because of: (i) the default Any act or failure of Guarantor to perform fully event which might otherwise discharge, reduce, limit or modify any of GuarantorPledgor’s obligations set forth hereunder or under the other Related Documents or the liens and encumbrances against the Collateral in this Guarantyfavor of Lender, other than payment in full of the secured obligations; (jii) Lender’s electionAny waiver, in extension, modification, forbearance, delay or other act or omission of Lender or any proceeding instituted under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”), of the application of Section 1111 (b)(2) of the Bankruptcy Codefailure to proceed promptly or otherwise as against Pledgor or any other Person or any security; (kiii) Any action, omission or circumstance which might increase the likelihood that Lender might enforce the rights granted under this Pledge Agreement or under the other Related Documents or which might affect the rights or remedies of Pledgor as against any borrowing or grant of a security interest by Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (l) the disallowance of all or any portion of Lender’s claim(s) for repayment of the Guaranteed Obligations under Section 502 of the Bankruptcy Codeother Person; or (miv) Any dealings occurring at any time between Pledgor or any of its Affiliates and Lender, whether relating to the secured obligations or otherwise. Pledgor hereby expressly waives and surrenders any defense to the performance of the obligations under this Pledge Agreement and under all other circumstance which might otherwise constitute a legal Related Documents or equitable discharge to the enforcement of the liens and encumbrances against the Collateral in favor of Lender based upon any of the foregoing acts, omissions, agreements, waivers or defense of a guarantor matters described in this subsection (other than the defense that payment has been made). It is the purpose and satisfaction in full intent of this Pledge Agreement that the obligations of Pledgor under this Pledge Agreement and under all of the Guaranteed Obligationsother Related Documents shall be absolute and unconditional under any and all circumstances.

Absolute Obligations. The obligations of Guarantor under this Guaranty are absoluteAgreement shall be binding upon Guarantor and Guarantor’s heirs, unconditionaladministrators, representatives, executors, successors and assigns, and will be continuing and shall remain in full force and effect subject to Sections 2.2 and 2.6 belowirrespective of any obligations of Borrower on the Note or under the Mortgage or other Loan Documents. This is a continuing guaranty The obligations of payment and not of collection. Guarantor’s obligations under this Guaranty will Guarantor shall not be released, discharged, affected, modified discharged or impaired by acts, failures or omissions on the part of any event, including, without limitation, any holder or holders of the Note whether or not Guarantor has notice, or has agreed to such acts, failures or omissions which might otherwise have the effect of releasing Guarantor, including but not limited to the following eventsacts, failures or omissions: (a) any failure to present the compromiseNote for payment or to demand payment thereof, settlementor to give Borrower notice of dishonor for nonpayment of the Note or the interest thereon, releasewhen and as the same may become due and payable, discharge or termination notice of any failure on the part of Borrower and/or Guarantor to do any act or all thing or to perform or keep any covenant or agreement by it to be done, kept and performed under the terms of the obligations of Borrower to Lender by operation of law Note or otherwise, except as may result from the full and prompt performance and payment of Mortgage or the Guaranteed Obligationsother Loan Documents; (b) the extension of the time for payment of any obligation under the Credit Agreement or any of the other Loan Documents, or the waiver, modification or amendment (whether material or otherwise) of any obligation under the Credit Agreement or any of the other Loan Documents or the acceptance of partial payments of the Guaranteed Obligations; (c) the taking or failure to take any action under the Credit Agreement, any of the other Loan Documents or this Guaranty; (d) the invalidity or unenforceability of any provision of the Credit Agreement, any of the other Loan Documents, or this Guaranty or any other defense Borrower may assert to the payment or performance of any portion of the Indebtedness other than payment and satisfaction in full of all of the Guaranteed Obligations; (e) any (i) failure by Lender to take any steps to perfect, maintain, or enforce its Liens on the Collateral (as defined in the Credit Agreement), (ii) subordination of any of the Guaranteed Obligations and any security therefor to any other Debt of Borrower to any Person, or (iii) loss, release, substitution of, or other dealings with, any collateral or other security given to Lender with respect to the Guaranteed Obligations; (f) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignmentassignment for the benefit of creditors, reorganization, arrangement, composition with creditors or readjustment readjustments of, or other similar proceedings affecting Borrower, Borrower and/or Guarantor or any other guarantor of their respective assets, or any or all of the Indebtedness; (g) any allegation of invalidity or contest of the validity of this Guaranty Agreement in any such proceeding; (c) any release, limitation, discharge, or cessation of the liability of Borrower or any other person for all or any portion of the obligations under any of the proceedings described Loan Documents or of Guarantor under this Guaranty Agreement due to any statute, regulation or rule of law, or any invalidity or unenforceability in Section 2.1(f)whole or in part of this Guaranty Agreement or of any provision of any Loan Document or any term or provision hereof or thereof; (d) any defense, setoff, counterclaim, or claim of recoupment, reduction, diminution, discharge, or exoneration, or any other defense of any kind or nature, other than that of prior performance, that Borrower or Guarantor may have or assert, including, but not limited to, any defense of incapacity or lack of authority to enter into this Guaranty Agreement or any of the other Loan Documents or to perform or pay the liabilities and obligations contained herein or therein, or any defense based on any omission, statute of limitations, failure of consideration, accord and satisfaction, delay or inadequacy, whether entire or partial, respectively, under this Guaranty Agreement or any of the other Loan Documents or the existence of any defense to the enforcement of the Loan Documents; (e) any failure or delay in exercising Lender’s rights and/or remedies against Borrower or Guarantor, hereunder or under any of the other Loan Documents. Lender’s release of or refusal to enforce any provision of the Loan Documents, or agreement not to sxx Borrower, any suspension of the right to enforce against Borrower its obligations under the Loan Documents or any security interest in or lien upon any collateral granted to Lender under the Loan Documents or any transfer, waiver, subordination, exchange, substitute, recovery, abandonment, compromise, settlement, modification, surrender or release of any security granted to Lender, or any agreement or undertaking of Borrower, Guarantor or any other person; any compromise, extension, renewal of, or settlement of duration or time for payment, discharge, or performance of all or any part of the liabilities or the obligations hereunder, whether made with or without the knowledge or consent of Borrower or Guarantor; any amendment to or modification of, alteration, increase, reduction, compromise of, renewal, extension, refinance of, any of the Loan Documents, any amendment or modification of any documents or agreement relating thereto or any release, surrender, exchange, realization, or compromise of Lender’s rights and remedies with respect to any lien upon or security interest in the collateral granted to Lender under any of the Loan Documents, whether or not any promise by Lender is for any cause void or voidable by Lender at its option; (f) the addition of, or release of, any and all other endorsers, guarantors, obligors and other persons liable under the Loan Documents and/or release of the security or any portion thereof or acceptance of additional security for the performance of the obligations under the Loan Documents; (g) any agreement by Lender with Borrower or any other person to supplement, modify, amend, extend, renew, accelerate or otherwise change the time for payment of Borrower’s obligations under the Loan Documents or any part thereof, including any increase or decrease of the rate(s) of interest thereon; (h) any actagreement by Lender with Borrower or any other person to supplement, election modify, amend or waive, or enter into or give any agreement, approval or consent with respect to the Loan Documents or any of Borrower’s other obligations under the Loan Documents or any part thereof, or any of the Loan Documents, or any additional security or guaranties, or any condition, covenant, default, remedy, right, representation or other election, occurrence term thereof or circumstance of any nature, whether or not under Lender’s control, that may affect or impair any subrogation right of Guarantor or the effectiveness or value thereofthereunder; (i) the default acceptance of new or failure of Guarantor additional instruments, documents or agreements in exchange for or relative to perform fully any of Guarantorthe Loan Documents or any of Borrower’s other obligations set forth in this Guarantyunder the Loan Documents or any part thereof; (j) Lenderacceptance of partial payments on Borrower’s election, in any proceeding instituted obligations under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”), of the application of Section 1111 (b)(2) of the Bankruptcy CodeLoan Documents; (k) any borrowing agreement to settle, release on terms satisfactory to Lender or grant by operation of a applicable laws or otherwise to liquidate or enforce any obligations of Borrower under the Loan Documents, or any security interest by Borrowerin any manner, as debtor-in-possession, under Section 364 or any consent to the transfer of the Bankruptcy Codeany security and bid and purchase at any sale; (l) to the disallowance extent permitted by law, any failure of all Lender to give notice of sale or other disposition of any collateral to Borrower or Guarantor or any portion other person or any defect in any notice that may be given in connection with any sale or disposition of Lender’s claim(s) for repayment of the Guaranteed Obligations under Section 502 of the Bankruptcy Codecollateral; orand/or (m) to the extent permitted by law, any failure of Lender to comply with applicable laws in connection with the sale or other disposition of any collateral or other security granted to Lender under the Loan Documents, including, without limitation, any failure of Lender to conduct a commercially reasonable sale or other disposition of any collateral or other security. Provided that the specific enumeration of the above-mentioned acts, failures or omissions shall not be deemed to exclude any other circumstance acts, failures or omissions, though not specifically mentioned above, it being the purpose and intent of this paragraph that the obligations of Guarantor shall be absolute and unconditional to the extent herein specified and shall not be discharged, impaired or varied except by the payment of the principal of, prepayment fee (as defined in the Note), if any, and interest on the Note and any other payments due under the Note, the Mortgage and the Loan Documents in accordance with the terms thereof, and then only to the extent of such payment. Without limiting any of the other terms or provisions hereof, it is understood and agreed that in order to hold Guarantor liable hereunder, there shall be no obligation on the part of Lender or any other holder of the Note to resort in any manner or form for payment to Borrower, to any other person, firm or corporation, their properties or estates. All rights of Lender or any other holder of the Note hereunder may be transferred or assigned at any time or from time to time and shall be considered to be transferred or assigned at any time or from time to time upon the transfer of the Note, whether with or without the consent of or notice to Guarantor or to Borrower. Guarantor also agrees that to the extent Borrower makes any payment on the Note or any of the other Loan Documents, which might otherwise constitute payment or any part thereof is subsequently invalidated, voided, declared to be fraudulent or preferential, set aside, or is required to be repaid to a legal trustee, receiver, or any other person under any bankruptcy code, common law, or equitable discharge cause, then and to the extent of such payment, Borrower’s obligation or the part thereof intended to be satisfied shall be revived and continued in full force and effect with respect to Guarantor’s obligations hereunder, as if said payment had not been made. The liability of Guarantor hereunder shall not be reduced or discharged, in whole or in part, by any payment to Lender from any source, that Lender thereafter pays, returns or refunds in whole or in part by reason of the assertion of a claim of any kind relating thereto, including, but not limited to, any claim for breach of contract, breach of warranty, preference, illegality, invalidity, or fraud asserted by any account debtor or by any other person. To the extent permitted by law, Lender may, at its election, exercise any right or remedy it may have against Borrower, Guarantor or any other person or any security held by Lender, including, without limitation, the right to foreclose upon any such security by one or more foreclosure sales, whether or not every aspect of any such sale is commercially reasonable, without affecting or impairing in any way the liability of Guarantor hereunder, except to the extent the indebtedness has been paid, and Guarantor hereby waives any defense arising out of the absence, impairment or loss of any right of reimbursement, contribution or subrogation or any other right or remedy of Guarantor against Borrower or any other person or any such security whether resulting from such election by Lender or otherwise. Guarantor hereby waives any defense arising by reason of any disability or other defense of a guarantor Borrower or any other than payment and satisfaction in full of all person or by reason of the Guaranteed Obligationscessation from any cause whatsoever (including without limitation any intervention or omission by Lender) of any obligation or liability, either in whole or in part, of Borrower to Lender. Guarantor understands and agrees that if all or any part of any obligation or liability of Borrower to Lender is secured by real property, Guarantor shall be obligated and liable for the full amount of Guarantor’s obligations hereunder notwithstanding foreclosure of such real property by trustee sale, judicial sale or any other reason impairing the right of Guarantor to proceed against Borrower.

Absolute Obligations. The obligations of each Guarantor under this Guaranty are hereunder shall be principal, absolute, irrevocable and unconditional, irrespective of the validity or enforceability of this Agreement, any other Finance Document or any other instrument referred to herein or therein, shall not be subject to any counterclaim, setoff, deduction or defense based upon any claim such Guarantor may have against the Borrower or any Lender or otherwise, and will be continuing and shall remain in full force and effect subject (to Sections 2.2 the extent permitted by Applicable Law) without regard to, and 2.6 below. This is a continuing guaranty of payment and not of collection. Guarantor’s obligations under this Guaranty will shall not be released, dischargeddischarged or in any way affected by, affected, modified any circumstance or impaired by condition whatsoever (whether or not such Guarantor shall have any eventknowledge or notice thereof), including, without limitation, any of the following events: : (a) any amendment to, modification of, supplement to or restatement of this Agreement, any other Finance Document or any other instrument referred to herein or therein (it being agreed that the compromiseobligations of each Guarantor hereunder shall apply to this Agreement, settlementany other Finance Document or any such other instrument as so amended, releasemodified, discharge supplemented or termination restated) or any assignment or transfer of any thereof or of any interest therein, or any furnishing, acceptance or release of any security for this Agreement or the addition, substitution or release of any other Guarantor or any other entity or other Person primarily or secondarily liable in respect of the Guaranteed Obligations; (b) any waiver, consent, extension, acquiescence or other action or inaction under or in respect of this Agreement, any other Finance Document or any other instrument referred to herein or therein; (c) any bankruptcy, insolvency, arrangement, reorganization, judicial or extrajudicial recovery, readjustment, composition, liquidation or similar proceeding with respect to the Borrower or any Guarantor or the property of the Borrower or any Guarantor; (d) any merger or consolidation of any Guarantor or of the Borrower into or with any other Person or any sale, lease or transfer of any or all of the obligations assets of any Guarantor or of the Borrower to Lender by operation of law or otherwise, except as may result from the full and prompt performance and payment of the Guaranteed Obligations; (b) the extension of the time for payment of any obligation under the Credit Agreement or any of the other Loan Documents, or the waiver, modification or amendment (whether material or otherwise) of any obligation under the Credit Agreement or any of the other Loan Documents or the acceptance of partial payments of the Guaranteed Obligations; (c) the taking or failure to take any action under the Credit Agreement, any of the other Loan Documents or this Guaranty; (d) the invalidity or unenforceability of any provision of the Credit Agreement, any of the other Loan Documents, or this Guaranty or any other defense Borrower may assert to the payment or performance of any portion of the Indebtedness other than payment and satisfaction in full of all of the Guaranteed Obligations; Person; (e) any failure on the part of the Borrower for any reason to comply with or perform any of the terms of any other agreement with any Guarantor; (if) any failure by on the part of any Lender to take any steps to perfectobtain, maintain, register or enforce its Liens on the Collateral (as defined in the Credit Agreement), (ii) subordination of otherwise perfect any of the Guaranteed Obligations and any security therefor to any other Debt of Borrower to any Person, security; or (iii) loss, release, substitution of, or other dealings with, any collateral or other security given to Lender with respect to the Guaranteed Obligations; (f) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment, composition with creditors or readjustment of, or other similar proceedings affecting Borrower, Guarantor or any other guarantor of any or all of the Indebtedness; (g) any allegation of invalidity other event or contest of the validity of this Guaranty in any of the proceedings described in Section 2.1(f); (h) any act, election or remedy, or other election, occurrence or circumstance of any nature, whether or not under Lender’s control, that may affect or impair any subrogation right of Guarantor or the effectiveness or value thereof; (i) the default or failure of Guarantor to perform fully any of Guarantor’s obligations set forth in this Guaranty; (j) Lender’s election, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”), of the application of Section 1111 (b)(2) of the Bankruptcy Code; (k) any borrowing or grant of a security interest by Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (l) the disallowance of all or any portion of Lender’s claim(s) for repayment of the Guaranteed Obligations under Section 502 of the Bankruptcy Code; or (m) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor other than (whether or not similar to the foregoing), and in any event however material or prejudicial it may be to any Guarantor or to any subrogation, contribution or reimbursement rights any Guarantor may otherwise have. Each Guarantor covenants that its obligations hereunder will not be discharged except by indefeasible payment and satisfaction in full in cash of all of the Guaranteed ObligationsObligations in the agreed currency and at the agreed place of payment or, in the case of a Subsidiary Guarantor, in accordance with Section 5.01(xi)(b).

Absolute Obligations. The obligations of obligations, undertakings and conditions to be performed or observed by the Guarantor under this Guaranty are absolute, unconditional, and will be continuing and remain in full force and effect subject to Sections 2.2 and 2.6 below. This is a continuing guaranty of payment and not of collection. Guarantor’s obligations under this Guaranty will shall not be released, discharged, affected, modified affected or impaired by any event, including, without limitation, reason of the happening from time to time of any of the following eventswith respect to the Operative Documents, all without notice to, or the further consent of, the Guarantor: (a) the compromisewaiver by the Agent, settlementthe Lessor, release, discharge any Note Holder or termination any other Person of the observance or performance by the Company or the Guarantor of any or all of the obligations obligations, undertakings or conditions contained in any of Borrower to Lender by operation of law or otherwisethe Operative Documents, except as may result from to the full and prompt performance and payment extent of the Guaranteed Obligationssuch waiver; (b) the extension extension, in whole or in part, of the time for payment of any obligation amount owing or payable under or with respect to any of the Credit Notes, the Investments, the Loan Agreement, or any other Operative Document or of any other sums or obligations under or arising out of or on account of the Notes, the Investments, the Loan Agreement or any other Operative Document except to the extent of such extension; (c) the other Loan Documents, or the waiver, modification or amendment (whether material or otherwise) of any obligation under of the Credit Agreement obligations of the Company, the Lessor, the Guarantor or any other guarantor under any Operative Document, except to the extent of the other Loan Documents such modification or the acceptance of partial payments of the Guaranteed Obligations; (c) the taking or failure to take any action under the Credit Agreement, any of the other Loan Documents or this Guarantyamendment; (d) the invalidity taking or unenforceability the omission of any provision of the Credit Agreement, any of the other Loan Documents, or this Guaranty or actions referred to in any other defense Borrower may assert to Operative Document (including, without limitation, the payment or performance giving of any portion of the Indebtedness other than payment and satisfaction in full of all of the Guaranteed Obligationsconsent referred to therein); (e) any (i) failure by Lender to take failure, omission, delay or lack on the part of the Agent, the Lessor, any steps to perfect, maintainNote Holder, or enforce its Liens any other Person to enforce, assert or exercise any right, power or remedy conferred on the Collateral (as defined Agent, the Lessor, any Note Holder or any other Person in the Credit Agreement), (ii) subordination of any of the Guaranteed Obligations and Operative Documents or any security therefor to action on the part of the Agent, the Lessor, any Note Holder or any other Debt of Borrower to Person granting indulgence or extension in any Person, or (iii) loss, release, substitution of, or other dealings with, any collateral or other security given to Lender with respect to the Guaranteed Obligationsform; (f) the voluntary release or involuntary liquidation, dissolution, sale or other disposition of all or substantially all discharge of the assetsAgent, marshaling of assets and liabilitiesthe Lessor, receivership, insolvency, bankruptcy, assignment, composition with creditors or readjustment of, or other similar proceedings affecting Borrower, Guarantor the Company or any other guarantor Person from the performance or observance of any obligation, undertaking or all condition to be performed by the Agent, the Company or any other Person under or with respect to any Notes, the Investments or any other Operative Document by operation of the IndebtednessLaw; (g) any allegation action, inaction or election of invalidity remedies by the Agent, the Lessor, a Note Holder or contest any other Person which results in any impairment or destruction of any subrogation rights of the validity of this Guaranty in Guarantor, or any rights of the proceedings described in Section 2.1(f)Guarantor to proceed against any other Person for reimbursement; (h) the surrender by the Agent, the Lessor, any act, election Note Holder or remedy, or any other election, occurrence or circumstance Person of any naturesecurity at any time held for the performance or observance of any of the agreements, whether covenants, terms or not under Lender’s control, that may affect conditions contained in the Notes or impair any subrogation right of Guarantor or the effectiveness or value thereofother Operative Documents; (i) the default any event or failure of Guarantor to perform fully any of Guarantor’s obligations set forth in this Guaranty; (j) Lender’s election, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”), of the application of Section 1111 (b)(2) of the Bankruptcy Code; (k) any borrowing or grant of a security interest by Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (l) the disallowance of all or any portion of Lender’s claim(s) for repayment of the Guaranteed Obligations under Section 502 of the Bankruptcy Code; or (m) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor guarantor, indemnitor or surety under the laws of the State of New York or any other than applicable jurisdiction; (j) any other circumstances whatsoever (with or without notice to or knowledge of the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Guarantor with respect to its obligations hereunder or under the other Operative Documents, in bankruptcy or in any other instance, except based on payment or performance; (k) any change in circumstances, whether or not foreseen or foreseeable, whether or not imputable to the Guarantor, any Note Holder, the Agent or the Lessor and satisfaction whether or not such change in circumstances shall or might in any manner and to any extent vary the risk of the Guarantor hereunder; (l) any sublease or other use of any of the Property, or any sale, transfer, disposition, grant of security interest, mortgaging or assignment by the Company of any of its interests, rights or obligations, in, to and under the Lease, or with respect to the Property or any part thereof, whether or not permitted by the terms of any of the Operative Documents; (m) any assignment or grant of security interest by any Note Holder or the Lessor of all or any part of such Note Holder's or the Lessor's right, title and interest in or in respect of its Notes, Investments or in the Property; (n) any sale by the Lessor, or its successors or assigns, of the Property or any part thereof pursuant to the terms of the Operative Documents, subject to the application of the proceeds thereof in accordance with the Operative Documents; (o) any consolidation or merger of the Company, whether permitted under the terms of the Participation Agreement or otherwise, or the sale, transfer or other disposition by the Company of all or substantially all of the assets and/or liabilities of the Company or any change in the ownership of the equity interests of the Company; (p) the voluntary or involuntary liquidation, dissolution, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, the arrangement, composition or readjustment of the Company, or any other similar proceeding affecting the status, existence, assets or obligations of the Company, or the limitation on damages for the breach of, or the disaffirmation of, any of the Operative Documents in any such proceeding; (q) any invalidity or unenforceability, for any reason, of the Lease or any other Operative Document, or of any provision thereof, or of any of the obligations, or any defect in the Lessor's title to, or any security interest granted in, the Property or any part thereof; or (r) any other cause, whether similar or dissimilar to the foregoing; it being the intention of the Guarantor that this Guaranty be absolute and unconditional in any and all circumstances and that this Guaranty shall be discharged only by the indefeasible payment in full of all sums and the performance of the Guaranteed Obligationsall obligations with respect to which this Guaranty relates.

Absolute Obligations. The obligations All of Guarantor under this Guaranty are absolute, unconditional, and will be continuing and remain in full force and effect subject to Sections 2.2 and 2.6 below. This is a continuing guaranty of payment and not of collection. the Guarantor’s obligations under this Guaranty will Guarantee are unconditional, shall remain in force until this Guarantee is terminated in accordance with Section 12, and shall not be released, discharged, affected, modified modified, impaired, released or impaired by discharged upon the happening from time to time of any event, including, including without limitation, limitation any of the following eventsfollowing: (a) any waiver of the compromise, settlement, release, discharge or termination Borrower’s performance of any Obligation, or all the Borrower’s default under any of the obligations of Borrower to Lender by operation of law or otherwise, except as may result from the full and prompt performance and payment of the Guaranteed ObligationsLoan Documents; (b) the any extension of the time for payment or performance of any obligation under the Credit Agreement or any of the other Loan Documents, Obligation or the waiveramendment, modification extension or amendment (whether material or otherwise) renewal of any obligation under the Credit Agreement or any of the other Loan Documents or the acceptance of partial payments of the Guaranteed Obligationsany Obligation; (c) the taking any delay or failure to take by the Agent or any action Lenders in exercising any right or remedy under the Credit Agreement, any of the other Loan Documents or this GuarantyDocuments; (d) any transfer, assignment or mortgaging by the invalidity Borrower or unenforceability the Agent or any Lenders of any provision of the Credit Agreement, interest in any of the other Loan Documents, Documents or this Guaranty or any other defense Borrower may assert to the payment or performance of any portion of the Indebtedness other than payment and satisfaction in full of all of the Guaranteed ObligationsGuarantee; (e) the release or discharge of the Borrower from the performance or observance of any Obligation (iother than by performance or by consent of or release by the Agent or the Lenders) failure by Lender unless the Guarantor would have been released from such Obligation if it had been a party to take any steps to perfect, maintain, or enforce its Liens on the Collateral (as defined relevant Loan Documents in the Credit Agreement), (ii) subordination of any place of the Guaranteed Obligations and any security therefor to any other Debt of Borrower to any Person, or (iii) loss, release, substitution of, or other dealings with, any collateral or other security given to Lender with respect to the Guaranteed ObligationsBorrower; (f) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, liabilities or the voluntary or involuntary receivership, insolvency, bankruptcy, assignmentassignment for the benefit of creditors, reorganization, composition with creditors or readjustment of, or other similar proceedings proceeding affecting Borrower, Guarantor the Borrower or any other guarantor the disaffirmance of any or all of the IndebtednessLoan Documents in any such proceeding; (g) any allegation of invalidity merger, amalgamation, arrangement, consolidation or contest other reorganization to which the Borrower, the Guarantor or any related entity is a party, or any direct or indirect sale or disposition of the validity of this Guaranty Guarantor’s assets or the Borrower’s ownership interest in any of the proceedings described in Section 2.1(f);Guarantor; or (h) any actthe release, election acceptance or remedy, or other election, occurrence or circumstance disposal of any naturecollateral held by the Agent or the Lenders as security for any of the Obligations, whether or not under Lender’s controland notwithstanding any defence which the Borrower, that may affect or impair any subrogation right of the Guarantor or any other guarantor may have against the effectiveness Agent or value thereof; (i) the default Lenders or failure any other Person entitled by the terms of Guarantor to perform fully any of Guarantor’s obligations set forth in this Guaranty; (j) Lender’s election, in the Loan Documents to enforce any proceeding instituted under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”), of the application of Section 1111 (b)(2) of the Bankruptcy Code; (k) any borrowing or grant of a security interest by Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (l) the disallowance of all or any portion of Lender’s claim(s) for repayment of the Guaranteed Obligations under Section 502 of the Bankruptcy Code; or (m) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor other than payment and satisfaction in full of all of the Guaranteed ObligationsLoan Documents.

Absolute Obligations. The obligations of Guarantor Each Borrower acknowledges and agrees that its joint and several liability under this Guaranty are absolute, unconditional, Agreement and will on all Obligations under the Credit Documents is absolute and unconditional and shall not in any manner be continuing and remain in full force and effect subject to Sections 2.2 and 2.6 below. This is a continuing guaranty of payment and not of collection. Guarantor’s obligations under this Guaranty will not be released, discharged, affected, modified affected or impaired by any eventof acts or omissions whatsoever by any Secured Party, includingand without limiting the generality of the foregoing, each Borrower’s joint and several liability under this Agreement and the Credit Documents shall not be impaired by any acceptance by any Secured Party of any other security for or guarantors upon this Agreement or any Obligations under the Credit Documents or by any failure, neglect or omission on any Secured Party’s part to resort to any one or all of the Borrowers for payment of the Notes or the Obligations under this Agreement and the other Credit Documents or to realize upon or protect any collateral security therefor. Each Borrower’s joint and several liability under this Agreement and the Credit Documents shall not in any manner be impaired or affected by who receives or uses the proceeds of the loans evidenced by the Notes and other Credit Documents or for what purposes such proceeds are used, and each Borrower waives notice of Borrowing requests issued by, and loans made to, other Borrowers. Such joint and several liability of each Borrower shall also not be impaired or affected by (and the Agent, without limitationnotice to anyone, is hereby authorized to make from time to time) any of the following events: (a) the sale, pledge, surrender, compromise, settlement, release, discharge renewal, extension, indulgence, alteration, substitution, exchange, change in, modification or termination disposition of any collateral security for this Agreement and all Obligations under the Credit Documents or all of the obligations of Borrower any guaranty thereof. In order to Lender by operation of law or otherwise, except as may result from the full and prompt performance and enforce payment of the Guaranteed Obligations; (b) Notes and the extension of Borrowers’ obligations under this Agreement, foreclose or otherwise realize on any collateral security therefor, and to exercise the rights granted to the Agent hereunder and thereunder and under applicable law, the Agent shall be under no obligation at any time for payment of to first resort to any obligation collateral security, property, liens or any other rights or remedies whatsoever, and the Lenders shall have the right to enforce this Agreement and all Obligations under the Credit Agreement Documents irrespective of whether or not other proceedings or steps are pending seeking resort to or realization upon or from any of the other Loan Documents, foregoing. Each Borrower hereby expressly waives and surrenders any defense to its joint and several liability on the Notes or the waiver, modification or amendment (whether material or otherwise) of any obligation under the Credit this Agreement or based upon any of the other Loan Documents or the acceptance of partial payments of the Guaranteed Obligations; (c) the taking or failure to take any action under the Credit Agreementforegoing. In furtherance thereof, any of the other Loan Documents or this Guaranty; (d) the invalidity or unenforceability of any provision of the Credit Agreement, any of the other Loan Documents, or this Guaranty or any other defense each Borrower may assert to the payment or performance of any portion of the Indebtedness other than payment and satisfaction in full of all of the Guaranteed Obligations; (e) any (i) failure by Lender to take any steps to perfect, maintain, or enforce its Liens on the Collateral (as defined in the Credit Agreement), (ii) subordination of any of the Guaranteed Obligations and any security therefor to any other Debt of Borrower to any Person, or (iii) loss, release, substitution of, or other dealings with, any collateral or other security given to Lender with respect to the Guaranteed Obligations; (f) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment, composition with creditors or readjustment of, or other similar proceedings affecting Borrower, Guarantor or any other guarantor of any or all of the Indebtedness; (g) any allegation of invalidity or contest of the validity of this Guaranty in any of the proceedings described in Section 2.1(f); (h) any act, election or remedy, or other election, occurrence or circumstance of any nature, whether or not under Lender’s control, agrees that may affect or impair any subrogation right of Guarantor or the effectiveness or value thereof; (i) the default or failure of Guarantor to perform fully any of Guarantor’s obligations set forth wherever in this Guaranty; (j) Lender’s election, in any proceeding instituted under Chapter 11 Agreement it is provided that a Borrower is liable for a payment such obligation is the joint and several obligation of Title 11 of the United States Code (the “Bankruptcy Code”), of the application of Section 1111 (b)(2) of the Bankruptcy Code; (k) any borrowing or grant of a security interest by each Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (l) the disallowance of all or any portion of Lender’s claim(s) for repayment of the Guaranteed Obligations under Section 502 of the Bankruptcy Code; or (m) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor other than payment and satisfaction in full of all of the Guaranteed Obligations.

Absolute Obligations. The obligations All of Guarantor under this Guaranty are absolute, unconditional, and will be continuing and remain in full force and effect subject to Sections 2.2 and 2.6 below. This is a continuing guaranty of payment and not of collection. the Guarantor’s obligations under this Guaranty will Guarantee are unconditional, shall remain in force until terminated in accordance with Section 10, and shall not be released, discharged, affected, modified modified, impaired, released or impaired by discharged upon the happening from time to time of any event, including, including without limitation, limitation any of the following eventsfollowing: (a) any waiver of the compromise, settlement, release, discharge or termination Borrower’s performance of any Obligation, or all the Borrower’s default under any of the obligations of Borrower to Lender by operation of law or otherwise, except as may result from the full and prompt performance and payment of the Guaranteed ObligationsLoan Documents; (b) the any extension of the time for payment or performance of any obligation under the Credit Agreement or any of the other Loan Documents, Obligation or the waiveramendment, modification extension or amendment (whether material or otherwise) renewal of any obligation under the Credit Agreement or any of the other Loan Documents or the acceptance of partial payments of the Guaranteed Obligationsany Obligation; (c) the taking any delay or failure to take by the Lender in exercising any action right or remedy under the Credit Agreement, any of the other Loan Documents or this GuarantyDocuments; (d) any transfer, assignment or mortgaging by the invalidity Borrower or unenforceability the Lender of any provision of the Credit Agreement, interest in any of the other Loan Documents, Documents or this Guaranty or any other defense Borrower may assert to the payment or performance of any portion of the Indebtedness other than payment and satisfaction in full of all of the Guaranteed ObligationsGuarantee; (e) the release or discharge of the Borrower from the performance or observance of any Obligation (iother than by performance or by consent of or release by the Lender) failure by Lender unless the Guarantor would have been released from such Obligation if it had been a party to take any steps to perfect, maintain, or enforce its Liens on the Collateral (as defined relevant Loan Documents in the Credit Agreement), (ii) subordination of any place of the Guaranteed Obligations and any security therefor to any other Debt of Borrower to any Person, or (iii) loss, release, substitution of, or other dealings with, any collateral or other security given to Lender with respect to the Guaranteed ObligationsBorrower; (f) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, liabilities or the voluntary or involuntary receivership, insolvency, bankruptcy, assignmentassignment for the benefit of creditors, reorganization, composition with creditors or readjustment of, or other similar proceedings proceeding affecting Borrower, Guarantor the Borrower or any other guarantor the disaffirmance of any or all of the IndebtednessLoan Documents in any such proceeding; (g) any allegation of invalidity merger, amalgamation, arrangement, consolidation or contest other reorganization to which the Borrower, the Guarantor or any related entity is a party, or any direct or indirect sale or disposition of the validity of this Guaranty Guarantor’s assets or the Borrower’s ownership interest in any of the proceedings described in Section 2.1(f);Guarantor; or (h) any actthe release, election acceptance or remedy, or other election, occurrence or circumstance disposal of any nature, whether or not under Lender’s control, that may affect or impair any subrogation right of Guarantor or collateral held by the effectiveness or value thereof; (i) the default or failure of Guarantor to perform fully Lender as security for any of Guarantor’s obligations set forth in this Guaranty; (j) Lender’s electionthe Obligations, in and notwithstanding any proceeding instituted under Chapter 11 defense which the Borrower may have against the Lender or any other Person entitled by the terms of Title 11 any of the United States Code (the “Bankruptcy Code”), Loan Documents to enforce any of the application of Section 1111 (b)(2) of the Bankruptcy Code; (k) any borrowing or grant of a security interest by Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (l) the disallowance of all or any portion of Lender’s claim(s) for repayment of the Guaranteed Obligations under Section 502 of the Bankruptcy Code; or (m) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor other than payment and satisfaction in full of all of the Guaranteed ObligationsLoan Documents.

Absolute Obligations. The obligations All of Guarantor under this Guaranty are absolute, unconditional, and will be continuing and remain in full force and effect subject to Sections 2.2 and 2.6 below. This is a continuing guaranty of payment and not of collection. the Guarantor’s 's obligations under this Guaranty will Guarantee are unconditional, shall remain in force until this Guarantee is terminated in accordance with Section 12, and shall not be released, discharged, affected, modified modified, impaired, released or impaired by discharged upon the happening from time to time of any event, including, including without limitation, limitation any of the following eventsfollowing: (a) any waiver of the compromise, settlement, release, discharge or termination Borrower's performance of any Obligation, or all the Borrower's default under any of the obligations of Borrower to Lender by operation of law or otherwise, except as may result from the full and prompt performance and payment of the Guaranteed ObligationsLoan Documents; (b) the any extension of the time for payment or performance of any obligation under the Credit Agreement or any of the other Loan Documents, Obligation or the waiveramendment, modification extension or amendment (whether material or otherwise) renewal of any obligation under the Credit Agreement or any of the other Loan Documents or the acceptance of partial payments of the Guaranteed Obligationsany Obligation; (c) the taking any delay or failure to take by the Agent or any action Lenders in exercising any right or remedy under the Credit Agreement, any of the other Loan Documents or this GuarantyDocuments; (d) any transfer, assignment or mortgaging by the invalidity Borrower or unenforceability the Agent or any Lenders of any provision of the Credit Agreement, interest in any of the other Loan Documents, Documents or this Guaranty or any other defense Borrower may assert to the payment or performance of any portion of the Indebtedness other than payment and satisfaction in full of all of the Guaranteed ObligationsGuarantee; (e) the release or discharge of the Borrower from the performance or observance of any Obligation (iother than by performance or by consent of or release by the Agent or the Lenders) failure by Lender unless the Guarantor would have been released from such Obligation if it had been a party to take any steps to perfect, maintain, or enforce its Liens on the Collateral (as defined relevant Loan Documents in the Credit Agreement), (ii) subordination of any place of the Guaranteed Obligations and any security therefor to any other Debt of Borrower to any Person, or (iii) loss, release, substitution of, or other dealings with, any collateral or other security given to Lender with respect to the Guaranteed ObligationsBorrower; (f) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, liabilities or the voluntary or involuntary receivership, insolvency, bankruptcy, assignmentassignment for the benefit of creditors, reorganization, composition with creditors or readjustment of, or other similar proceedings proceeding affecting Borrower, Guarantor the Borrower or any other guarantor the disaffirmance of any or all of the IndebtednessLoan Documents in any such proceeding; (g) any allegation of invalidity merger, amalgamation, arrangement, consolidation or contest other reorganization to which the Borrower, the Guarantor or any related entity is a party, or any direct or indirect sale or disposition of the validity of this Guaranty Guarantor's assets or the Borrower's ownership interest in any of the proceedings described in Section 2.1(f);Guarantor; or (h) any actthe release, election acceptance or remedy, or other election, occurrence or circumstance disposal of any naturecollateral held by the Agent or the Lenders as security for any of the Obligations, whether or not under Lender’s controland notwithstanding any defence which the Borrower, that may affect or impair any subrogation right of the Guarantor or any other guarantor may have against the effectiveness Agent or value thereof; (i) the default Lenders or failure any other Person entitled by the terms of Guarantor to perform fully any of Guarantor’s obligations set forth in this Guaranty; (j) Lender’s election, in the Loan Documents to enforce any proceeding instituted under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”), of the application of Section 1111 (b)(2) of the Bankruptcy Code; (k) any borrowing or grant of a security interest by Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (l) the disallowance of all or any portion of Lender’s claim(s) for repayment of the Guaranteed Obligations under Section 502 of the Bankruptcy Code; or (m) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor other than payment and satisfaction in full of all of the Guaranteed ObligationsLoan Documents.

Absolute Obligations. The obligations of Guarantor under this Guaranty are absolute, unconditional, and will be continuing and remain in full force and effect subject to Sections 2.2 and 2.6 2.8 below. This is a continuing guaranty of payment and not of collection. Guarantor’s obligations under this Guaranty will not be released, discharged, affected, modified or impaired by any event, including, without limitation, any of the following events: (a) the compromise, settlement, release, discharge or termination of any or all of the obligations of Borrower to Lender Bank by operation of law or otherwise, except as may result from the full and prompt performance and payment of the Guaranteed Obligations; (b) the extension of the time for payment of any obligation under the Credit Financing Agreement or any of the other Loan Documents, or the waiver, modification or amendment (whether material or otherwise) of any obligation under the Credit Financing Agreement or any of the other Loan Documents or the acceptance of partial payments of the Guaranteed Obligations; (c) the taking or failure to take any action under the Credit Financing Agreement, any of the other Loan Documents or this Guaranty; (d) the invalidity or unenforceability of any provision of the Credit Financing Agreement, any of the other Loan Documents, or this Guaranty or any other defense Borrower may assert to the payment or performance of any portion of the Indebtedness Obligations other than payment and satisfaction in full of all of the Guaranteed Obligations; (e) any (i) failure by Lender Bank to take any steps to perfect, maintain, or enforce its Liens on the Collateral (as defined in the Credit Agreement)Collateral, (ii) subordination of any of the Guaranteed Obligations and any security therefor to any other Debt Indebtedness of Borrower to any Person, or (iii) loss, release, substitution of, or other dealings with, any collateral or other security given to Lender Bank with respect to the Guaranteed Obligations; (f) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment, composition with creditors or readjustment of, or other similar proceedings affecting Borrower, Guarantor or any other guarantor of any or all of the IndebtednessObligations; (g) any allegation of invalidity or contest of the validity of this Guaranty in any of the proceedings described in Section 2.1(f); (h) any act, election or remedy, or other election, occurrence or circumstance of any nature, whether or not under LenderBank’s control, that may affect or impair any subrogation right of Guarantor or the effectiveness or value thereof; (i) the default or failure of Guarantor to perform fully any of Guarantor’s its obligations set forth in this Guaranty; (j) LenderBank’s election, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”), of the application of Section 1111 (b)(2) of the Bankruptcy Code; (k) any borrowing or grant of a security interest by Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (l) the disallowance of all or any portion of LenderBank’s claim(s) for repayment of the Guaranteed Obligations under Section 502 of the Bankruptcy Code; or (m) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor other than payment and satisfaction in full of all of the Guaranteed Obligations.