Common use of CONSENTS AND WAIVERS BY GUARANTOR Clause in Contracts

CONSENTS AND WAIVERS BY GUARANTOR. (a) This Guaranty shall be binding upon the guarantor, its successors and assigns, and shall remain in full force and effect irrespective of, and shall not be terminated by, the existence of any law, regulation or order now or hereafter in effect in any jurisdiction affecting the terms of the Credit Agreement, any Note, any other Loan Document, or any other agreement or instrument relating thereto (the foregoing agreements, documents and instruments being, collectively, the "CREDIT DOCUMENTS"), or the rights or obligations of any Obligor under or with respect to any of the Credit Documents. The liability of the Guarantor under this Guaranty shall be absolute, unconditional and irrevocable irrespective of: (i) any lack of validity or enforceability of any Obligor's obligations under or with respect to any Credit Document; (ii) any change, whether or not agreed to by the Lender Parties, in the time, manner or place of payment of, or in any other term of, all or any of the Credit Documents or any other amendment, renewal, extension, acceleration, compromise or waiver of or any consent or departure from the terms or provisions of any of the Credit Documents; (iii) the lack of power or authority of any of the Obligors to execute and deliver any of the Credit Documents, any set-off or counterclaim which may at any time be available to or asserted by any Obligor against any Lender Party with respect to such Obligor's obligations under any of the Credit Documents; the existence or continuance of any Obligor as a legal entity; the consolidation or merger of any Obligor with or into any other corporation, or the sale, lease or other disposition by any Obligor of all or substantially all of its assets to any other business entity, whether or not effected in compliance with the provisions of the Credit Agreement; or the bankruptcy or insolvency of any Obligor, the admission in writing by any Obligor of its inability to pay its debts as they mature, or the making by any Obligor of a general assignment for the benefit of, or entering into a composition or arrangement with, creditors; (iv) any act, failure to act, delay or omission whatsoever on the part of any Lender Party, including, without limitation, any failure to demand, delay in demanding or rescission of a demand for any payment under any of the Credit Documents or any failure to give to any Obligor (including the Guarantor) notice of default in the making of any payment due and payable under any of the Credit Documents or performance of any covenant, condition or agreement contained in any of the Credit Documents or any action taken by any Lender Party in the exercise, either in whole or in part, of any right or power conferred by any of the Credit Documents or the failure, delay or omission by any Lender Party to exercise any such right or power; (v) except in each case by a written amendment, waiver, consent, release, or termination executed and delivered by the Administrative Agent or other appropriate Lender Party pursuant to SECTION 7(b) of this Guaranty, SECTION 11.1(b) of the Credit Agreement, or both, as applicable, any invalidation of any of the obligations of the Guarantor hereunder or the repudiation of this Guaranty by the Guarantor, whether or not under color of right, or any act, 174 failure to act, delay or omission whatsoever on the part of any Lender Party with respect to the Guarantor's obligations hereunder, including, without limitation, any termination of the obligations of the Guarantor hereunder, any amendment, compromise or waiver of or any consent or departure from the terms or provisions of this Guaranty with respect to the Guarantor or any release of the Guarantor from liability hereunder; (vi) except in each case by a written amendment, waiver, consent, release, or termination executed and delivered by the Administrative Agent or other appropriate Lender Party pursuant to SECTION 7(b) of this Guaranty, SECTION 11.1(b) of the Credit Agreement, or both, as applicable, any release, discharge, modification or exchange of any property pledged or mortgaged or in which a security interest has been granted as collateral for the Guaranteed Obligations, or any amendment or termination of or consent or waiver under any agreement or instrument now or hereafter providing for granting, pledging, mortgaging or conveying collateral for the Guaranteed Obligations; and (vii) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Covered Borrowers or any other Obligor; it being the purpose and intent of this Guaranty that the obligations of the Guarantor hereunder shall be absolute, unconditional and irrevocable and shall not be discharged or terminated except by full and complete performance of all of the Guaranteed Obligations. (b) The Guarantor agrees that it is directly and primarily liable to the Lender Parties, that the obligations hereunder are independent of the obligations of each Covered Borrower and any other Obligor, and that a separate action or actions may be brought and prosecuted against the Guarantor, whether or not an action is brought against any Covered Borrower or any other Obligor, or whether any Covered Borrower or any other Obligor is joined in any such action or actions. The Guarantor agrees that any releases which may be given by the Lender Parties to any Covered Borrower or any other Obligor or endorser shall not release it from this Guaranty. (c) The Guarantor does hereby waive and relinquish, so far as it may lawfully and effectively do so, the benefit and advantage of any and all valuation, stay, appraisement, extension or redemption law or laws now in effect or hereafter enacted, and also waives promptness, diligence, notice of acceptance, default, dishonor, non-payment, non-performance or any other notice to or upon any Covered Borrower or the Guarantor.

CONSENTS AND WAIVERS BY GUARANTOR. (a) This Guaranty shall be binding upon the guarantorGuarantor, its successors and assigns, and shall remain in full force and effect irrespective of, and shall not be terminated by, the existence of any law, regulation or order now or hereafter in effect in any jurisdiction affecting the terms of the Credit Agreement, any Note, any other Loan Document, Document or any other agreement or instrument relating thereto (the foregoing agreements, documents and instruments being, collectively, the "CREDIT DOCUMENTSCredit Documents"), or the rights or obligations of any Obligor under or with respect to any of the Credit Documents. The liability of the Guarantor under this Guaranty shall be absolute, unconditional and irrevocable irrespective of: (i) any lack of validity or enforceability of any Obligor's obligations under or with respect to any Credit Document; (ii) any change, whether or not agreed to by the Lender Parties, in the time, manner or place of payment of, or in any other term of, all or any of the Credit Documents or any other amendment, renewal, extension, acceleration, compromise or waiver of or any consent or departure from the terms or provisions of any of the Credit Documents; (iii) the lack of power or authority of any of the Obligors to execute and deliver any of the Credit Documents, any set-off or counterclaim which may at any time be available to or asserted by any Obligor against any Lender Party with respect to such Obligor's obligations under any of the Credit Documents; the existence or continuance of any Obligor as a legal entity; the consolidation or merger of any Obligor with or into any other corporation, or the sale, lease or other disposition by any Obligor of all or substantially all of its assets to any other business entity, whether or not effected in compliance with the provisions of the Credit Agreement; or the bankruptcy or insolvency of any Obligor, the admission in writing by any Obligor of its inability to pay its debts as they mature, or the making by any Obligor of a general assignment for the benefit of, or entering into a composition or arrangement with, creditors; (iv) any act, failure to act, delay or omission whatsoever on the part of any Lender Party, including, without limitation, any failure to demand, delay in demanding or rescission of a demand for any payment under any of the Credit Documents or any failure to give to any Obligor (including the Guarantor) notice of default in the making of any payment due and payable under any of the Credit Documents or performance of any covenant, condition or agreement contained in any of the Credit Documents or any action taken by any Lender Party in the exercise, either in whole or in part, of any right or power conferred by any of the Credit Documents or the failure, delay or omission by any Lender Party to exercise any such right or power; (v) except in each case by a written amendment, waiver, consent, release, or termination executed and delivered by the Administrative Agent or other appropriate Lender Party pursuant to SECTION 7(b) of this Guaranty, SECTION 11.1(b) of the Credit Agreement, or both, as applicable, any invalidation of any of the obligations of the Guarantor hereunder or the repudiation of this Guaranty by the Guarantor, whether or not under color of right, or any act, 174 failure to act, delay or omission whatsoever on the part of any Lender Party with respect to the Guarantor's obligations hereunder, including, without limitation, any termination of the obligations of the Guarantor hereunder, any amendment, compromise or waiver of or any consent or departure from the terms or provisions of this Guaranty with respect to the Guarantor or any 167 release of the Guarantor from liability hereunder; (vi) except in each case by a written amendment, waiver, consent, release, or termination executed and delivered by the Administrative Agent or other appropriate Lender Party pursuant to SECTION 7(b) of this Guaranty, SECTION 11.1(b) of the Credit Agreement, or both, as applicable, any release, discharge, modification or exchange of any property pledged or mortgaged or in which a security interest has been granted as collateral for the Guaranteed Obligations, or any amendment or termination of or consent or waiver under any agreement or instrument now or hereafter providing for granting, pledging, mortgaging or conveying collateral for the Guaranteed Obligations; and (vii) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Covered Borrowers Micro or any other Obligor; it being the purpose and intent of this Guaranty that the obligations of the Guarantor hereunder shall be absolute, unconditional and irrevocable and shall not be discharged or terminated except by full and complete performance of all of the Guaranteed Obligations. (b) The Guarantor agrees that it is directly and primarily liable to the Lender Parties, that the obligations hereunder are independent of the obligations of each Covered Borrower Micro and any other Obligor, and that a separate action or actions may be brought and prosecuted against the Guarantor, whether or not an action is brought against any Covered Borrower Micro or any other Obligor, or whether any Covered Borrower Micro or any other Obligor is joined in any such action or actions. The Guarantor agrees that any releases which may be given by the Lender Parties to any Covered Borrower Micro or any other Obligor or endorser shall not release it from this Guaranty. (c) The Guarantor does hereby waive and relinquish, so far as it may lawfully and effectively do so, the benefit and advantage of any and all valuation, stay, appraisement, extension or redemption law or laws now in effect or hereafter enacted, and also waives promptness, diligence, notice of acceptance, default, dishonor, non-payment, non-performance or any other notice to or upon any Covered Borrower Micro or the Guarantor.

CONSENTS AND WAIVERS BY GUARANTOR. (a) This Guaranty shall be binding upon the guarantor, its successors and assigns, and shall remain in full force and effect irrespective of, and shall not be terminated by, the existence of any law, regulation or order now or hereafter in effect in any jurisdiction affecting the terms of the Credit Agreement, any Note, any other Loan Document, or any other agreement or instrument relating thereto (the foregoing agreements, documents and instruments being, collectively, the "CREDIT DOCUMENTS"), or the rights or obligations of any Obligor under or with respect to any of the Credit Documents. The liability of the Guarantor under this Guaranty shall be absolute, unconditional and irrevocable irrespective of: (i) any lack of validity or enforceability of any Obligor's obligations under or with respect to any Credit Document; (ii) any change, whether or not agreed to by the Lender Parties, in the time, manner or place of payment of, or in any other term of, all or any of the Credit Documents or any other amendment, renewal, extension, acceleration, compromise or waiver of or any consent or departure from the terms or provisions of any of the Credit Documents; (iii) the lack of power or authority of any of the Obligors to execute and deliver any of the Credit Documents, any set-off or counterclaim which may at any time be available to or asserted by any Obligor against any Lender Party with respect to such Obligor's obligations under any of the Credit Documents; the existence or continuance of any Obligor as a legal entity; the consolidation or merger of any Obligor with or into any other corporation, or the sale, lease or other disposition by any Obligor of all or substantially all of its assets to any other business entity, whether or not effected in compliance with the provisions of the Credit Agreement; or the bankruptcy or insolvency of any Obligor, the admission in writing by any Obligor of its inability to pay its debts as they mature, or the making by any Obligor of a general assignment for the benefit of, or entering into a composition or arrangement with, creditors; (iv) any act, failure to act, delay or omission whatsoever on the part of any Lender Party, including, without limitation, any failure to demand, delay in demanding or rescission of a demand for any payment under any of the Credit Documents or any failure to give to any Obligor (including the Guarantor) notice of default in the making of any payment due and payable under any of the Credit Documents or performance of any covenant, condition or agreement contained in any of the Credit Documents or any action taken by any Lender Party in the exercise, either in whole or in part, of any right or power conferred by any of the Credit Documents or the failure, delay or omission by any Lender Party to exercise any such right or power; (v) except in each case by a written amendment, waiver, consent, release, or termination executed and delivered by the Administrative Agent or other appropriate Lender Party pursuant to SECTION 7(b) of this Guaranty, SECTION 11.1(b) of the Credit Agreement, or both, as applicable, any invalidation of any of the obligations of the Guarantor hereunder or the repudiation of this Guaranty by the Guarantor, whether or not under color of right, or any act, 174 failure to act, delay or omission whatsoever on the part of any Lender Party with respect to the Guarantor's obligations hereunder, including, without limitation, any termination of the obligations of the Guarantor hereunder, any amendment, compromise or waiver of or any consent or departure from the terms or provisions of this Guaranty with respect to the Guarantor or any release of the Guarantor from liability hereunder; (vi) except in each case by a written amendment, waiver, consent, release, or termination executed and delivered by the Administrative Agent or other appropriate Lender Party pursuant to SECTION 7(b) of this Guaranty, SECTION 11.1(b) of the Credit Agreement, or both, as applicable, any release, discharge, modification or exchange of any property pledged or mortgaged or in which a security interest has been granted as collateral for the Guaranteed Obligations, or any amendment or termination of or consent or waiver under any agreement or instrument now or hereafter providing for granting, pledging, mortgaging or conveying collateral for the Guaranteed Obligations; and (vii) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Covered Borrowers or any other Obligor; it being the purpose and intent of this Guaranty that the obligations of the Guarantor hereunder shall be absolute, unconditional and irrevocable and shall not be discharged or terminated except by full and complete performance of all of the Guaranteed Obligations. (b) The Guarantor agrees that it is directly and primarily liable to the Lender Parties, that the obligations hereunder are independent of the obligations of each Covered Borrower and any other Obligor, and that a separate action or actions may be brought and prosecuted against the Guarantor, whether or not an action is brought against any Covered Borrower or any other Obligor, or whether any Covered Borrower or any other Obligor is joined in any such action or actions. The Guarantor agrees that any releases which may be given by the Lender Parties to any Covered Borrower or any other Obligor or endorser shall not release it from this Guaranty. (c) The Guarantor does hereby waive and relinquish, so far as it may lawfully and effectively do so, the benefit and advantage of any and all valuation, stay, appraisement, extension or redemption law or laws now in effect or hereafter enacted, and also waives promptness, diligence, notice of acceptance, default, dishonor, non-payment, non-performance or any other notice to or upon any Covered Borrower or the Guarantor.

CONSENTS AND WAIVERS BY GUARANTOR. (a) This Guaranty shall be binding upon the guarantorGuarantor, its successors and assigns, and shall remain in full force and effect irrespective of, and shall not be terminated by, the existence of any law, regulation or order now or hereafter in effect in any jurisdiction affecting the terms of the Credit Agreement, any Note, any other Loan Document, Document or any other agreement or instrument relating thereto (the foregoing agreements, documents and instruments instrument being, collectively, the "CREDIT DOCUMENTS"), or the rights or obligations of any Obligor under or with respect to any of the Credit Documents. The liability of the Guarantor under this Guaranty shall be absolute, unconditional and irrevocable irrespective of: (i) any lack of validity or enforceability of any Obligor's obligations under or with respect to any Credit Document; (ii) any change, whether or not agreed to by the Lender Parties, in the time, manner or place of payment of, or in any other term of, all or any of the Credit Documents or any other amendment, renewal, extension, acceleration, compromise or waiver of or any consent or departure from the terms or provisions of any of the Credit Documents; (iii) the lack of power or authority of any of the Obligors to execute and deliver any of the Credit Documents, any set-off or counterclaim which may at any time be available to or asserted by any Obligor against any Lender Party with respect to such Obligor's obligations under any of the Credit Documents; the existence or continuance of any Obligor as a legal entity; the consolidation or merger of any Obligor with or into any other corporation, . or the sale, lease or other disposition by any Obligor of all or substantially all of its assets to any other business entity, whether or not effected in compliance with the provisions of the Credit Agreement; or the bankruptcy or insolvency of any Obligor, the admission in writing by any Obligor of its inability to pay its debts as they mature, or the making by any Obligor of a general assignment for the benefit of, or entering into a composition or arrangement with, creditors;, (iv) any act, failure to act, delay or omission whatsoever on the part of any Lender Party, including, without limitation, any failure to demand, delay in demanding or rescission of a demand for any payment under any of the Credit Documents or any failure to give to any Obligor (including the Guarantor) notice of default in the making of any payment due and payable under any of the Credit Documents or performance of any covenant, condition or agreement contained in any of the Credit Documents or any action taken by any Lender Party in the exercise, either in whole or in part, of any right or power conferred by any of the Credit Documents or the failure, delay or omission by any Lender Party to exercise any such right or power; ; 160 (v) except in each case by a written amendment, waiver, consent, release, or termination executed and delivered by the Administrative Agent or other appropriate Lender Party pursuant to SECTION 7(b) of this Guaranty, SECTION 11.1(b) of the Credit Agreement, or both, as applicable, any invalidation of any of the obligations of the Guarantor hereunder or the repudiation of this Guaranty by the Guarantor, whether or not under color of right, or any act, 174 failure to act, delay or omission whatsoever on the part of any Lender Party with respect to the Guarantor's obligations hereunder, including, without limitation, any termination of the obligations of the Guarantor hereunder, any amendment, compromise or waiver of or any consent or departure from the terms or provisions of this Guaranty with respect to the Guarantor or any release of the Guarantor from liability hereunder; (vi) except in each case by a written amendment, waiver, consent, release, or termination executed and delivered by the Administrative Agent or other appropriate Lender Party pursuant to SECTION 7(b) of this Guaranty, SECTION 11.1(b) of the Credit Agreement, or both, as applicable, any release, discharge, modification or exchange of any property pledged or mortgaged or in which a security interest has been granted as collateral for the Guaranteed Obligations, or any amendment or termination of or consent or waiver under any agreement or instrument now or hereafter providing for granting, pledging, mortgaging or conveying collateral for the Guaranteed Obligations; and (vii) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Covered Borrowers or any other Obligor; it being the purpose and intent of this Guaranty that the obligations of the Guarantor hereunder shall be absolute, unconditional and irrevocable and shall not be discharged or terminated except by full and complete performance of all of the Guaranteed Obligations. (b) The Guarantor agrees that it is directly and primarily liable to the Lender Parties, that the obligations hereunder are independent of the obligations of each Covered Borrower and any other Obligor, and that a separate action or actions may be brought and prosecuted against the Guarantor, whether or not an action is brought against any Covered Borrower or any other Obligor, or whether any Covered Borrower or any other Obligor is joined in any such action or actions. The Guarantor agrees that any releases which may be given by the Lender Parties to any Covered Borrower or any other Obligor or endorser shall not release it from this Guaranty. (c) The Guarantor does hereby waive and relinquish, so far as it may lawfully and effectively do so, the benefit and advantage of any and all valuation, stay, appraisement, extension or redemption law or laws now in effect or hereafter enacted, and also waives promptness, diligence, notice of acceptance, default, dishonor, non-payment, non-performance or any other notice to or upon any Covered Borrower or the Guarantor.

CONSENTS AND WAIVERS BY GUARANTOR. (a) This Guaranty shall be binding upon the guarantorGuarantor, its successors and assigns, and shall remain in full force and effect irrespective of, and shall not be terminated by, the existence of any law, regulation or order now or hereafter in effect in any jurisdiction affecting the terms of the Credit Agreement, any Note, any other Loan Document, Document or any other agreement or instrument relating thereto (the foregoing agreements, documents and instruments being, collectively, the "CREDIT DOCUMENTS'Credit Documents"), or the rights or obligations of any Obligor under or with respect to any of the Credit Documents. The liability of the Guarantor under this Guaranty shall be absolute, unconditional and irrevocable irrespective of: (i) any lack of validity or enforceability of any Obligor's obligations under or with respect to any Credit Document; (ii) any change, whether or not agreed to by the Lender Parties, in the time, manner or place of payment of, or in any other term of, all or any of the Credit Documents or any other amendment, renewal, extension, acceleration, compromise or waiver of or any consent or departure from the terms or provisions of any of the Credit Documents; (iii) the lack of power or authority of any of the Obligors to execute and deliver any of the Credit Documents, any set-off or counterclaim which may at any time be available to or asserted by any Obligor against any Lender Party with respect to such Obligor's obligations under any of the Credit Documents; the existence or continuance of any Obligor as a legal entity; the consolidation or merger of any Obligor with or into any other corporation, or the sale, lease or other disposition by any Obligor of all or substantially all of its assets to any other business entity, whether or not effected in compliance with the provisions of the Credit Agreement; or the bankruptcy or insolvency of any Obligor, the admission in writing by any Obligor of its inability to pay its debts as they mature, or the making by any Obligor of a general assignment for the benefit of, or entering into a composition or arrangement with, creditors; (iv) any act, failure to act, delay or omission whatsoever on the part of any Lender Party, including, without limitation, any failure to demand, delay in demanding or rescission of a demand for any payment under any of the Credit Documents or any failure to give to any Obligor (including the Guarantor) notice of default in the making of any payment due and payable under any of the Credit Documents or performance of any covenant, condition or agreement contained in any of the Credit Documents or any action taken by any Lender Party in the exercise, either in whole or in part, of any right or power conferred by any of the Credit Documents or the failure, delay or omission by any Lender Party to exercise any such right or power; (v) except in each case by a written amendment, waiver, consent, release, or termination executed and delivered by the Administrative Agent or other appropriate Lender Party pursuant to SECTION 7(b7(B) of this Guaranty, SECTION 11.1(b) of the Credit Agreement, or both, as applicable, any invalidation of any of the obligations of the Guarantor hereunder or the repudiation of this Guaranty by the Guarantor, whether or not under color of right, or any act, 174 failure to act, delay or omission whatsoever on the part of any Lender Party with respect to the Guarantor's obligations hereunder, including, without limitation, any termination of the obligations of the Guarantor hereunder, any amendment, compromise or waiver of or any consent or departure from the terms or provisions of this Guaranty with respect to the Guarantor or any release of the Guarantor from liability hereunder; (vi) except in each case by a written amendment, waiver, consent, release, or termination executed and delivered by the Administrative Agent or other appropriate Lender Party pursuant to SECTION 7(b) of this Guaranty, SECTION 11.1(b) of the Credit Agreement, or both, as applicable, any release, discharge, modification or exchange of any property pledged or mortgaged or in which a security interest has been granted as collateral for the Guaranteed Obligations, or any amendment or termination of or consent or waiver under any agreement or instrument now or hereafter providing for granting, pledging, mortgaging or conveying collateral for the Guaranteed Obligations; and (vii) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Covered Borrowers Micro or any other Obligor; it being the purpose and intent of this Guaranty that the obligations of the Guarantor hereunder shall be absolute, unconditional and irrevocable and shall not be discharged or terminated except by full and complete performance of all of the Guaranteed Obligations.; (b) The Guarantor agrees that it is directly and primarily liable to the Lender Parties, that the obligations hereunder are independent of the obligations of each Covered Borrower Micro and any other Obligor, and that a separate action or actions may be brought and prosecuted against the Guarantor, whether or not an action is brought against any Covered Borrower Micro or any other Obligor, or whether any Covered Borrower Micro or any other Obligor is joined in any such action or actions. The Guarantor agrees that any releases which may be given by the Lender Parties to any Covered Borrower Micro or any other Obligor or endorser shall not release it from this Guaranty. (c) The Guarantor does hereby waive and relinquish, so far as it may lawfully and effectively do so, the benefit and advantage of any and all valuation, stay, appraisement, extension or redemption law or laws now in effect or hereafter enacted, and also waives promptness, diligence, notice of acceptance, default, dishonor, non-payment, non-performance or any other notice to or upon any Covered Borrower Micro or the Guarantor.

CONSENTS AND WAIVERS BY GUARANTOR. (a) This Guaranty shall be binding upon the guarantorGuarantor, its successors and assigns, and shall remain in full force and effect irrespective of, and shall not be terminated by, the existence of any law, regulation or order now or hereafter in effect in any jurisdiction affecting the terms of the Credit Agreement, any Note, any other Loan Document, GMRTS Agreement or any other agreement or instrument relating thereto (the foregoing agreements, documents and instruments being, collectively, the "CREDIT DOCUMENTS"“Credit Documents”), or the rights or obligations of any Obligor under or with respect to any of the Credit Documents. The liability of the Guarantor under this Guaranty guaranty shall be absolute, unconditional and irrevocable irrespective of: (i) any lack of validity or enforceability of any Obligor's ’s obligations under or with respect to any Credit Document; (ii) any change, whether or not agreed to by the Lender PartiesBeneficiary, in the time, manner or place of payment of, or in any other term of, all or any of the Credit Documents or any other amendment, renewal, extension, acceleration, compromise or waiver of or any consent or departure from the terms or of provisions of any of the Credit Documents; (iii) the lack of power or authority of any of the Obligors to execute and deliver any of the Credit Documents, any set-off or counterclaim which may at any time be available to or asserted assorted by any Obligor against any Lender Party the Beneficiary with respect to such Obligor's ’s obligations under any of the Credit Documents; the existence or continuance of any Obligor as a legal entity; the consolidation or merger of any Obligor with or into any other corporation, or the sale, lease or other disposition by any Obligor of all or substantially all of its assets to any other business entity, whether or not effected in compliance with the provisions of any of the Credit AgreementDocuments; or the bankruptcy or insolvency of any Obligor, the admission in writing waiting by any Obligor of its inability to pay its debts as they mature, or the making by any Obligor of a general assignment for the benefit of, or entering into a composition or arrangement with, creditors; (iv) any act, failure to act, delay or omission whatsoever on the part of any Lender Party, including, without limitation, any failure to demand, delay in demanding or rescission of a demand for any payment under any of the Credit Documents or any failure to give to any Obligor (including the Guarantor) notice of default in the making of any payment due and payable under any of the Credit Documents or performance of any covenant, condition or agreement contained in any of the Credit Documents or any action taken by any Lender Party in the exercise, either in whole or in part, of any right or power conferred by any of the Credit Documents or the failure, delay or omission by any Lender Party to exercise any such right or power; (v) except in each case by a written amendment, waiver, consent, release, or termination executed and delivered by the Administrative Agent or other appropriate Lender Party pursuant to SECTION 7(b) of this Guaranty, SECTION 11.1(b) of the Credit Agreement, or both, as applicable, any invalidation of any of the obligations of the Guarantor hereunder or the repudiation of this Guaranty by the Guarantor, whether or not under color of right, or any act, 174 failure to act, delay or omission whatsoever on the part of any Lender Party with respect to the Guarantor's obligations hereunder, including, without limitation, any termination of the obligations of the Guarantor hereunder, any amendment, compromise or waiver of or any consent or departure from the terms or provisions of this Guaranty with respect to the Guarantor or any release of the Guarantor from liability hereunder; (vi) except in each case by a written amendment, waiver, consent, release, or termination executed and delivered by the Administrative Agent or other appropriate Lender Party pursuant to SECTION 7(b) of this Guaranty, SECTION 11.1(b) of the Credit Agreement, or both, as applicable, any release, discharge, modification or exchange of any property pledged or mortgaged or in which a security interest has been granted as collateral for the Guaranteed Obligations, or any amendment or termination of or consent or waiver under any agreement or instrument now or hereafter providing for granting, pledging, mortgaging or conveying collateral for the Guaranteed Obligations; and (viiiv) any other circumstance which might otherwise constitute a defense defence available to, or a legal or equitable discharge of, the Covered Borrowers Obligors or any other Obligorthe Guarantor; it being the purpose and intent of this Guaranty that the obligations obligation of the Guarantor hereunder shall be absolute, unconditional and irrevocable and shall not be discharged or terminated except by full and complete performance of all of the Guaranteed ObligationsObligations but without prejudice to any claim the Guarantor may have against the Beneficiary after the making of any payment pursuant to the terms hereof. (b) The Guarantor agrees that it is directly and primarily liable to the Lender PartiesBeneficiary, that the obligations hereunder are independent of the obligations of each Covered Borrower and any other Obligor, and that a separate action or actions may be brought and prosecuted presented against the Guarantor, whether or not an action is brought against any Covered Borrower of the Obligors or any other Obligorperson, or whether any Covered Borrower the Obligors or any other Obligor person is joined in any such action or actions. The Guarantor agrees that any releases which may be given by the Lender Parties Beneficiary to any Covered Borrower or any other Obligor or endorser shall not release it from this Guaranty.. HENGELER MXXXXXX BNP / Ingram GMRTSA Update (c) The Guarantor does hereby waive and relinquish, so far as it may lawfully and effectively do so, the benefit and advantage of any and all valuation, stay, appraisement, extension or redemption law or laws now in effect or hereafter enacted, and also waives promptness, diligence, notice of acceptance, default, dishonordishonour, non-payment, non-performance or any other notice to or upon any Covered Borrower Obligors or the Guarantor.

CONSENTS AND WAIVERS BY GUARANTOR. (a) This Guaranty shall be binding upon the guarantorGuarantor, its successors and assigns, and shall remain in full force and effect irrespective of, and shall not be terminated by, the existence of any law, regulation or order now or hereafter in effect in any jurisdiction affecting the terms of the Credit Agreement, any Note, any other Loan Document, Document or any other agreement or instrument relating thereto (the foregoing agreements, documents and instruments being, collectively, the "CREDIT DOCUMENTS"), or the rights or obligations of any Obligor under or with respect to any of the Credit Documents. The liability of the Guarantor under this Guaranty shall be absolute, unconditional and irrevocable irrespective of: (i) any lack of validity or enforceability of any Obligor's obligations under or with respect to any Credit Document; (ii) any change, whether or not agreed to by the Lender Parties, in the time, manner or place of payment of, or in any other term of, all or any of the Credit Documents or any other amendment, renewal, extension, acceleration, compromise or waiver of or any consent or departure from the terms or provisions of any of the Credit Documents; (iii) the lack of power or authority of any of the Obligors to execute and deliver any of the Credit Documents, any set-off or counterclaim which may at any time be available to or asserted by any Obligor against any Lender Party with respect to such Obligor's obligations under any of the Credit Documents; the existence or continuance of any Obligor as a legal entity; the consolidation or merger of any Obligor with or into any other corporation, or the sale, lease or other disposition by any Obligor of all or substantially all of its assets to any other business entity, whether or not effected in compliance with the provisions of the Credit Agreement; or the bankruptcy or insolvency of any Obligor, the admission in writing by any Obligor of its inability to pay its debts as they mature, or the making by any Obligor of a general assignment for the benefit of, or entering into a composition or arrangement with, creditors; (iv) any act, failure to act, delay or omission whatsoever on the part of any Lender Party, including, without limitation, any failure to demand, delay in demanding or rescission of a demand for any payment under any of the Credit Documents or any failure to give to any Obligor (including the Guarantor) notice of default in the making of any payment due and payable under any of the Credit Documents or performance of any covenant, condition or agreement contained in any of the Credit Documents or any action taken by any Lender Party in the exercise, either in whole or in part, of any right or power conferred by any of the Credit Documents or the failure, delay or omission by any Lender Party to exercise any such right or power; (v) except in each case by a written amendment, waiver, consent, release, or termination executed and delivered by the Administrative Agent or other appropriate Lender Party pursuant to SECTION 7(b8(b) of this Guaranty, SECTION 11.1(b) of the Credit Agreement, or both, as applicable, any invalidation of any of the obligations of the Guarantor hereunder or the EXHIBIT J 152 repudiation of this Guaranty by the Guarantor, whether or not under color of right, or any act, 174 failure to act, delay or omission whatsoever on the part of any Lender Party with respect to the Guarantor's obligations hereunder, including, without limitation, any termination of the obligations of the Guarantor hereunder, any amendment, compromise or waiver of or any consent or departure from the terms or provisions of this Guaranty with respect to the Guarantor or any release of the Guarantor from liability hereunder; (vi) except in each case by a written amendment, waiver, consent, release, or termination executed and delivered by the Administrative Agent or other appropriate Lender Party pursuant to SECTION 7(b8(b) of this Guaranty, SECTION 11.1(b) of the Credit Agreement, or both, as applicable, any release, discharge, modification modifications or exchange of any property pledged or mortgaged or in which a security interest has been granted as collateral for the Guaranteed Obligations, or any amendment or termination of or consent or waiver under any agreement or instrument now or hereafter providing for granting, pledging, mortgaging or conveying collateral for the Guaranteed Obligations; and (vii) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Covered Borrowers or any other Obligor; it being the purpose and intent of this Guaranty that the obligations of the Guarantor hereunder shall be absolute, unconditional and irrevocable and shall not be discharged or terminated except by full and complete performance of all of the Guaranteed Obligations. (b) The Guarantor agrees that it is directly and primarily liable to the Lender Parties, that the obligations hereunder are independent of the obligations of each Covered Borrower and any other Obligor, and that a separate action or actions may be brought and prosecuted against the Guarantor, whether or not an action is brought against any Covered Borrower or any other Obligor, or whether any Covered Borrower or any other Obligor is joined in any such action or actions. The Guarantor agrees that any releases which may be given by the Lender Parties to any Covered Borrower or any other Obligor or endorser shall not release it from this Guaranty. (c) The Guarantor does hereby waive and relinquish, so far as it may lawfully and effectively do so, the benefit and advantage of any and all valuation, stay, appraisement, extension or redemption law or laws now in effect or hereafter enacted, and also waives promptness, diligence, notice of acceptance, default, dishonor, non-payment, non-performance or any other notice to or upon any Covered Borrower or the Guarantor.

CONSENTS AND WAIVERS BY GUARANTOR. (a) This Guaranty shall be binding upon the guarantorGuarantor, its his heirs, successors and assigns, and shall remain in full force and effect irrespective of, and shall not be terminated by, the existence of any law, regulation or order now or hereafter in effect in any jurisdiction affecting the terms of the Credit Agreement, any Note, any other Loan Document, or any other agreement or instrument relating thereto (the foregoing agreements, documents and instruments being, collectively, the "CREDIT DOCUMENTS"), or the rights or obligations of any Obligor under or with respect to any of the Credit Documentsthis Guaranty. The liability of the Guarantor under this Guaranty shall be absolute, unconditional and irrevocable irrespective of: (i) any lack of validity or enforceability of any Obligorthe Borrower's obligations under or with respect to the Loan Agreement, the Note or any Credit Documentof the other Financing Documents or any other agreement or instrument relating thereto; (ii) any change, pursuant to the terms of the Loan Agreement, the Note or any of the other Financing Documents, whether or not agreed to by the Lender PartiesGuarantor, in the time, manner or place of payment ofperformance of any Obligation under, or in any other term of, all the Loan Agreement, the Note or any of the Credit other Financing Documents or any other amendment, renewal, extension, acceleration, compromise or waiver of or any consent or departure from the terms or provisions of the Loan Agreement, the Note or any of the Credit other Financing Documents; (iii) the lack of power or authority of any of the Obligors Borrower to execute and deliver the Loan Agreement, the Note or any of the Credit Documentsother Financing Documents or any other agreement or instrument relating thereto; any defense, any set-off or counterclaim which may at any time be available to or asserted by the Borrower against Lender or any Obligor against any Lender Party with respect other Person except for the defenses available to such Obligor's obligations under any the Borrower based on the acts or omissions of the Credit DocumentsLender; the existence or continuance of the Borrower or any Obligor affiliate of the Borrower as a legal entity; the consolidation or merger of the Borrower or any Obligor affiliate of the Borrower with or into any other corporationPerson, or the sale, lease or other disposition by the Borrower or any Obligor affiliate of the Borrower of all or substantially all of its assets to any other business entityPerson, whether or not effected in compliance with the provisions of the Credit AgreementFinancing Documents; or the bankruptcy or insolvency of the Borrower or any Obligoraffiliate of the Borrower, the admission in writing by the Borrower or any Obligor affiliate of the Borrower of its inability to pay its debts as they mature, or the its making by any Obligor of a general assignment for the benefit of, or entering into a composition or arrangement with, creditors;; or (iv) any act, failure to act, delay or omission whatsoever on the part of any Lender PartyLender, including, without limitation, any failure to demand, delay in demanding or rescission of a demand for any payment under any of the Credit Documents or any failure to give to any Obligor (including the Guarantor) Borrower or the Guarantor notice of default in the making of any payment due and payable under this Guaranty or the Loan Agreement, the Note or any of the Credit other Financing Documents or performance notice of any failure on the part of the Borrower to do any act or thing or to observe or perform any covenant, condition or agreement contained in by it to be observed or performed under the Loan Agreement, the Note or any of the Credit Documents other Financing Documents; or any action taken by any Lender Party in the exercise, either in whole or in part, exercise of any right or power conferred by any of the Credit Documents or the failure, delay or omission by any Lender Party to exercise any such right or power; (v) except in each case by a written amendment, waiver, consent, release, or termination executed and delivered by the Administrative Agent or other appropriate Lender Party pursuant to SECTION 7(b) of this Guaranty, SECTION 11.1(b) of the Credit Agreement, or both, as applicable, any invalidation of any of the obligations of the Guarantor hereunder or the repudiation of this Guaranty by the Guarantor, whether or not under color of right, or any act, 174 failure to act, delay or omission whatsoever on the part of any Lender Party with respect to the Guarantor's obligations hereunder, including, without limitation, any termination of the obligations of the Guarantor hereunder, any amendment, compromise or waiver of or any consent or departure from the terms or provisions of this Guaranty with respect to the Guarantor or any release of the Guarantor from liability hereunder; (vi) except in each case by a written amendment, waiver, consent, release, or termination executed and delivered by the Administrative Agent or other appropriate Lender Party pursuant to SECTION 7(b) of this Guaranty, SECTION 11.1(b) of the Credit Agreement, or both, as applicable, any release, discharge, modification or exchange of any property pledged or mortgaged or in which a security interest has been granted as collateral for the Guaranteed Obligations, or any amendment or termination of or consent or waiver under any agreement or instrument now or hereafter providing for granting, pledging, mortgaging or conveying collateral for the Guaranteed Obligations; and (vii) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Covered Borrowers or any other Obligor; it being the purpose and intent of this Guaranty that the obligations of the Guarantor hereunder shall be absolute, unconditional and irrevocable and shall not be discharged or terminated except by full and complete payment and performance of all of the Guaranteed Obligations. (b) The Guarantor agrees that it is directly and primarily liable to the Lender Parties, that the obligations hereunder are independent of the obligations of each Covered Borrower and any other Obligor, and that a separate action or actions may be brought and prosecuted against the Guarantor, whether or not an action is brought against any Covered Borrower or any other Obligor, or whether any Covered Borrower or any other Obligor is joined in any such action or actions. The Guarantor agrees that any releases which may be given by the Lender Parties to any Covered Borrower or any other Obligor or endorser shall not release it from this Guaranty. (c) The Guarantor does hereby waive and relinquish, so far as it he may lawfully and effectively do so, the benefit and advantage of any and all homestead, valuation, stay, appraisement, extension or redemption law or laws now in effect or hereafter enacted, and also waives promptness, diligence, notice of acceptance, default, dishonor, non-payment, non-performance or any other notice to or upon any Covered the Borrower or the Guarantor. (c) The Guarantor, to the extent he may lawfully and effectively do so, waives any right now or hereafter existing requiring Lender as a condition to proceeding against the Guarantor hereunder, to (i) proceed against the Borrower or any other Person; (ii) proceed against or exhaust any security held from the Borrower or from any other Person; (iii) pursue any other remedy in its power; or (iv) accelerate any sums owing Lender or otherwise any rights or remedies under the Loan Agreement, the Note or any of the other Financing Documents. (d) Guarantor, to the extent he may legally do so, waives all rights and benefits under any applicable law purporting to reduce a guarantor's obligation in proportion to the principal obligation guaranteed, and any defense based on or arising out of any defense the Borrower may have to payment and performance under the Loan Agreement, the Note or any of the other Financing Documents. (e) Guarantor, to the extent he may lawfully and effectively do so, waives all rights and benefits under any applicable law requiring the holder or holders of any indebtedness to pursue the primary obligor thereof, any security which said holder or holders may hold, or any other remedy before proceeding against the Guarantor.

CONSENTS AND WAIVERS BY GUARANTOR. (a) This Guaranty shall be binding upon the guarantorGuarantor, its successors and assigns, and shall remain in full force and effect irrespective of, and shall not be terminated by, the existence of any law, regulation or order now or hereafter in effect in any jurisdiction affecting the terms of the Credit Agreement, any Note, any other Loan Document, Document or any other agreement or instrument relating thereto (the foregoing agreements, documents and instruments being, collectively, the "CREDIT DOCUMENTS"), or the rights or obligations of any Obligor under or with respect to any of the Credit Documents. The liability of the Guarantor under this Guaranty shall be absolute, unconditional and irrevocable irrespective of: (i) any lack of validity or enforceability of any Obligor's obligations under or with respect to any Credit Document; (ii) any change, whether or not agreed to by the Lender Parties, in the time, manner or place of payment of, or in any other term of, all or any of the Credit Documents or any other amendment, renewal, extension, acceleration, compromise or waiver of or any consent or departure from the terms or provisions of any of the Credit Documents; (iii) the lack of power or authority of any of the Obligors to execute and deliver any of the Credit Documents, any set-off or counterclaim which may at any time be available to or asserted by any Obligor against any Lender Party with respect to such Obligor's obligations under any of the Credit Documents; the existence or continuance of any Obligor as a legal entity; the consolidation or merger of any Obligor with or into any other corporation, or the sale, lease or other disposition by any Obligor of all or substantially all of its assets to any other business entity, whether or not effected in compliance with the provisions of the Credit Agreement; or the bankruptcy or insolvency of any Obligor, the admission in writing by any Obligor of its inability to pay its debts as they mature, or the making by any Obligor of a general assignment for the benefit of, or entering into a composition or arrangement with, creditors; (iv) any act, failure to act, delay or omission whatsoever on the part of any Lender Party, including, without limitation, any failure to demand, delay in demanding or rescission of a demand for any payment under any of the Credit Documents or any failure to give to any Obligor (including the Guarantor) notice of default in the making of any payment due and payable under any of the Credit Documents or performance of any covenant, condition or agreement contained in any of the Credit Documents or any action taken by any Lender Party in the exercise, either in whole or in part, of any right or power conferred by any of the Credit Documents or the failure, delay or omission by any Lender Party to exercise any such right or power;any (v) except in each case by a written amendment, waiver, consent, release, or termination executed and delivered by the Administrative Agent or other appropriate Lender Party pursuant to SECTION 7(b8(b) of this Guaranty, SECTION 11.1(b) of the Credit Agreement, or both, as applicable, any invalidation of any of the obligations of the Guarantor hereunder or the repudiation of this Guaranty by the Guarantor, whether or not under color of right, or any act, 174 failure to act, delay or omission whatsoever on the part of any Lender Party with respect to the Guarantor's obligations hereunder, including, without limitation, any termination of the obligations of the Guarantor hereunder, any amendment, compromise or waiver of or any consent or departure from the terms or provisions of this Guaranty with respect to the Guarantor or any release of the Guarantor from liability hereunder; (vi) except in each case by a written amendment, waiver, consent, release, or termination executed and delivered by the Administrative Agent or other appropriate Lender Party pursuant to SECTION 7(b8(b) of this Guaranty, SECTION 11.1(b) of the Credit Agreement, or both, as applicable, any release, discharge, modification modifications or exchange of any property pledged or mortgaged or in which a security interest has been granted as collateral for the Guaranteed Obligations, or any amendment or termination of or consent or waiver under any agreement or instrument now or hereafter providing for granting, pledging, mortgaging or conveying collateral for the Guaranteed Obligations; and (vii) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Covered Borrowers or any other Obligor; it being the purpose and intent of this Guaranty that the obligations of the Guarantor hereunder shall be absolute, unconditional and irrevocable and shall not be discharged or terminated except by full and complete performance of all of the Guaranteed Obligations. (b) The Guarantor agrees that it is directly and primarily liable to the Lender Parties, that the obligations hereunder are independent of the obligations of each Covered Borrower and any other Obligor, and that a separate action or actions may be brought and prosecuted against the Guarantor, whether or not an action is brought against any Covered Borrower or any other Obligor, or whether any Covered Borrower or any other Obligor is joined in any such action or actions. The Guarantor agrees that any releases which may be given by the Lender Parties to any Covered Borrower or any other Obligor or endorser shall not release it from this Guaranty. (c) The Guarantor does hereby waive and relinquish, so far as it may lawfully and effectively do so, the benefit and advantage of any and all valuation, stay, appraisement, extension or redemption law or laws now in effect or hereafter enacted, and also waives promptness, diligence, notice of acceptance, default, dishonor, non-payment, non-performance or any other notice to or upon any Covered Borrower or the Guarantor.

CONSENTS AND WAIVERS BY GUARANTOR. (a) This Guaranty shall be binding upon the guarantorGuarantor, its successors and assigns, and shall remain in full force and effect irrespective of, and shall not be terminated by, the existence of any law, regulation or order now or hereafter in effect in any jurisdiction affecting the terms of the Credit Agreement, any Note, any other Loan Document, Document or any other agreement or instrument relating thereto (the foregoing agreements, documents and instruments being, collectively, the "CREDIT DOCUMENTS"), or the rights or obligations of any Obligor under or with respect to any of the Credit Documents. The liability of the Guarantor under this Guaranty shall be absolute, unconditional and irrevocable irrespective of: (i) any lack of validity or enforceability of any Obligor's obligations under or with respect to any Credit Document; (ii) any change, whether or not agreed to by the Lender Parties, in the time, manner or place of payment of, or in any other term of, all or any of the Credit Documents or any other amendment, renewal, extension, acceleration, compromise or waiver of or any consent or departure from the terms or provisions of any of the Credit Documents; (iii) the lack of power or authority of any of the Obligors to execute and deliver any of the Credit Documents, any set-off or counterclaim which may at any time be available to or asserted by any Obligor against any Lender Party with respect to such Obligor's obligations under any of the Credit Documents; the existence or continuance of any Obligor as a legal entity; the consolidation or merger of any Obligor with or into any other corporation, or the sale, lease or other disposition by any Obligor of all or substantially all of its assets to any other business entity, whether or not effected in compliance with the provisions of the Credit Agreement; or the bankruptcy or insolvency of any Obligor, the admission in writing by any Obligor of its inability to pay its debts as they mature, or the making by any Obligor of a general assignment for the benefit of, or entering into a composition or arrangement with, creditors; (iv) any act, failure to act, delay or omission whatsoever on the part of any Lender Party, including, without limitation, any failure to demand, delay in demanding or rescission of a demand for any payment under any of the Credit Documents or any failure to give to any Obligor (including the Guarantor) notice of default in the making of any payment due and payable under any of the Credit Documents or performance of any covenant, condition or agreement contained in any of the Credit Documents or any action taken by any Lender Party in the exercise, either in whole or in part, of any right or power conferred by any of the Credit Documents or the failure, delay or omission by any Lender Party to exercise any such right or power; (v) except in each case by a written amendment, waiver, consent, release, or termination executed and delivered by the Administrative Agent or other appropriate Lender Party pursuant to SECTION 7(b8(B) of this Guaranty, SECTION 11.1(b11.1(B) of the Credit Agreement, or both, as applicable, any invalidation of any of the obligations of the Guarantor hereunder or the repudiation of this Guaranty by the Guarantor, whether or not under color of right, or any act, 174 failure to act, delay or omission whatsoever on the part of any Lender Party with respect to the Guarantor's obligations hereunder, including, without limitation, any termination of the obligations of the Guarantor hereunder, any amendment, compromise or waiver of or any consent or departure from the terms or provisions of this Guaranty with respect to the Guarantor or any release of the Guarantor from liability hereunder; (vi) except in each case by a written amendment, waiver, consent, release, or termination executed and delivered by the Administrative Agent or other appropriate Lender Party pursuant to SECTION 7(b8(B) of this Guaranty, SECTION 11.1(b11.1(B) of the Credit Agreement, or both, as applicable, any release, discharge, modification modifications or exchange of any property pledged or mortgaged or in which a security interest has been granted as collateral for the Guaranteed Obligations, or any amendment or termination of or consent or waiver under any agreement or instrument now or hereafter providing for granting, pledging, mortgaging or conveying collateral for the Guaranteed Obligations; and (vii) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Covered Borrowers or any other Obligor; it being the purpose and intent of this Guaranty that the obligations of the Guarantor hereunder shall be absolute, unconditional and irrevocable and shall not be discharged or terminated except by full and complete performance of all of the Guaranteed Obligations. (b) The Guarantor agrees that it is directly and primarily and jointly and severally liable to the Lender Parties, that the obligations hereunder are independent of the obligations of each Covered Borrower and any other Obligor, and that a separate action or actions may be brought and prosecuted against the Guarantor, whether or not an action is brought against any Covered Borrower or any other Obligor, or whether any Covered Borrower or any other Obligor is joined in any such action or actions. The Guarantor agrees that any releases which may be given by the Lender Parties to any Covered Borrower or any other Obligor or endorser shall not release it from this Guaranty. (c) The Guarantor does hereby waive and relinquish, so far as it may lawfully and effectively do so, the benefit and advantage of any and all valuation, stay, appraisement, extension or redemption law or laws now in effect or hereafter enacted, and also waives promptness, diligence, notice of acceptance, default, dishonor, non-payment, non-performance or any other notice to or upon any Covered Borrower or the Guarantor.