Common use of Consents to Renewals, Modifications and other Actions and Events Clause in Contracts

Consents to Renewals, Modifications and other Actions and Events. This Agreement and all of the obligations of the Borrowers hereunder shall remain in full force and effect without regard to and shall not be released, affected or impaired by: (a) any amendment, assignment, transfer, modification of or addition or supplement to the Obligations, this Agreement or any other Loan Document; (b) any extension, indulgence, increase in the Obligations or other action or inaction in respect of any of the Loan Documents or otherwise with respect to the Obligations, or any acceptance of security for, or guaranties of, any of the Obligations or Loan Documents, or any surrender, release, exchange, impairment or alteration of any such security or guaranties including without limitation the failing to perfect a security interest in any such security or abstaining from taking advantage or of realizing upon any guaranties or upon any security interest in any such security; (c) any default by any Borrower under, or any lack of due execution, invalidity or unenforceability of, or any irregularity or other defect in, any of the Loan Documents; (d) any waiver by the Lenders or any other Person of any required performance or otherwise of any condition precedent or waiver of any requirement imposed by any of the Loan Documents, any guaranties or otherwise with respect to the Obligations; (e) any exercise or non-exercise of any right, remedy, power or privilege in respect of this Agreement or any of the other Loan Documents; (f) any sale, lease, transfer or other disposition of the assets of any Borrower or any consolidation or merger of any Borrower with or into any other Person, corporation, or entity, or any transfer or other disposition by any Borrower or any other holder of any Equity Interest of any Borrower; (g) any bankruptcy, insolvency, reorganization or similar proceedings involving or affecting any Borrower; (h) the release or discharge of any Borrower from the performance or observance of any agreement, covenant, term or condition under any of the Obligations or contained in any of the Loan Documents by operation of law; or (i) any other cause whether similar or dissimilar to the foregoing which, in the absence of this provision, would release, affect or impair the obligations, covenants, agreements and duties of any Borrower hereunder, including without limitation any act or omission by the Administrative Agent, or any Lender or any other any Person which increases the scope of such Borrower’s risk; and in each case described in this paragraph whether or not any Borrower shall have notice or knowledge of any of the foregoing, each of which is specifically waived by each Borrower. Each Borrower warrants to the Lenders that it has adequate means to obtain from each other Borrower on a continuing basis information concerning the financial condition and other matters with respect to the Borrowers and that it is not relying on the Administrative Agent or the Lenders to provide such information either now or in the future.

Consents to Renewals, Modifications and other Actions and Events. This Agreement and all of the obligations of the Borrowers hereunder shall remain in full force and effect without regard to and shall not be released, affected or impaired by: (a) any amendment, assignment, transfer, modification of or addition or supplement to the Bank Obligations, this Agreement Agreement, any Note or any other Loan Document; (b) any extension, indulgence, increase in the Bank Obligations or other action or inaction in respect of any of the Loan Documents or otherwise with respect to the Bank Obligations, or any acceptance of security for, or guaranties of, any of the Bank Obligations or Loan Documents, or any surrender, release, exchange, impairment or alteration of any such security or guaranties including without limitation the failing to perfect a security interest in any such security or abstaining from taking advantage or of realizing upon any guaranties or upon any security interest in any such security; (c) any default by any Borrower under, or any lack of due execution, invalidity or unenforceability of, or any irregularity or other defect in, any of the Loan Documents; (d) any waiver by the Lenders Banks or any other Person of any required performance or otherwise of any condition precedent or waiver of any requirement imposed by any of the Loan Documents, any guaranties or otherwise with respect to the Bank Obligations; (e) any exercise or non-exercise of any right, remedy, power or privilege in respect of this Agreement or any of the other Loan Documents; (f) any sale, lease, transfer or other disposition of the assets of any Borrower or any consolidation or merger of any Borrower with or into any other Person, corporation, or entity, or any transfer or other disposition by any Borrower or any other holder of any Equity Interest shares of Capital Stock of any Borrower; (g) any bankruptcy, insolvency, reorganization or similar proceedings involving or affecting any Borrower; (h) the release or discharge of any Borrower from the performance or observance of any agreement, covenant, term or condition under any of the Bank Obligations or contained in any of the Loan Documents by operation of law; or (i) any other cause whether similar or dissimilar to the foregoing which, in the absence of this provision, would release, affect or impair the obligations, covenants, agreements and duties of any Borrower hereunder, including without limitation any act or omission by the Administrative Agent, or any Lender the Bank or any other any Person which increases the scope of such Borrower’s 's risk; and in each case described in this paragraph whether or not any Borrower shall have notice or knowledge of any of the foregoing, each of which is specifically waived by each Borrower. Each Borrower warrants to the Lenders Agent and the Banks that it has adequate means to obtain from each other Borrower on a continuing basis information concerning the financial condition and other matters with respect to the Borrowers and that it is not relying on the Administrative Agent or the Lenders Banks to provide such information either now or in the future.

Consents to Renewals, Modifications and other Actions and Events. This Agreement and all of the obligations of the Borrowers Borrower hereunder shall remain in full force and effect without regard to and shall not be released, affected or impaired by: (a) any amendment, assignment, transfer, modification of or addition or supplement to the Lenders’ Obligations, this Agreement Agreement, any Note or any other Loan Document; (b) any extension, indulgence, increase in the Lenders’ Obligations or other action or inaction in respect of any of the Loan Documents or otherwise with respect to the Lenders’ Obligations, or any acceptance of security for, or guaranties of, any of the Lenders’ Obligations or Loan Documents, or any surrender, release, exchange, impairment or alteration of any such security or guaranties including without limitation the failing to perfect a security interest in any such security or abstaining from taking advantage or of realizing upon any guaranties or upon any security interest in any such security; (c) any default by any the Borrower under, or any lack of due execution, invalidity or unenforceability of, or any irregularity or other defect in, any of the Loan Documents; (d) any waiver by the Lenders or any other Person of any required performance or otherwise of any condition precedent or waiver of any requirement imposed by any of the Loan Documents, any guaranties or otherwise with respect to the Lenders’ Obligations; (e) any exercise or non-exercise of any right, remedy, power or privilege in respect of this Agreement or any of the other Loan Documents; (f) any sale, lease, transfer or other disposition of the assets of any the Borrower or any consolidation or merger of any the Borrower with or into any other Person, corporation, or entity, or any transfer or other disposition by any the Borrower or any other holder of any Equity Interest shares of any capital stock or other ownership interest of the Borrower; (g) any bankruptcy, insolvency, reorganization or similar proceedings involving or affecting any the Borrower; (h) the release or discharge of any the Borrower from the performance or observance of any agreement, covenant, term or condition under any of the Obligations or contained in any of the Loan Documents by operation of law; or (i) any other cause whether similar or dissimilar to the foregoing which, in the absence of this provision, would release, affect or impair the obligationsObligations, covenants, agreements and duties of any the Borrower hereunder, including without limitation any act or omission by the Administrative Agent, or any Lender the Lenders or any other any Person which increases the scope of such the Borrower’s risk; and in each case described in this paragraph whether or not any the Borrower shall have notice or knowledge of any of the foregoing, each of which is specifically waived by each the Borrower. Each The Borrower warrants to the Administrative Agent and the Lenders that it has adequate means to obtain from each other Borrower the Guarantors on a continuing basis information concerning the financial condition and other matters with respect to the Borrowers Guarantors and that it is not relying on the Administrative Agent or the Lenders to provide such information either now or in the future.

Consents to Renewals, Modifications and other Actions and Events. This Agreement and all of the obligations of the Borrowers hereunder shall remain in full force and effect without regard to and shall not be released, affected or impaired by: (a) any amendment, assignment, transfer, modification of or addition or supplement to the Bank Obligations, this Agreement Agreement, any Note or any other Loan Document; (b) any extension, indulgence, increase in the Bank Obligations or other action or inaction in respect of any of the Loan Documents or otherwise with respect to the Bank Obligations, or any acceptance of security for, or guaranties of, any of the Bank Obligations or Loan Documents, or any surrender, release, exchange, impairment or alteration of any such security or guaranties including without limitation the failing to perfect a security interest in any such security or abstaining from taking advantage or of realizing upon any guaranties or upon any security interest in any such security; (c) any default by any Borrower under, or any lack of due execution, invalidity or unenforceability of, or any irregularity or other defect in, any of the Loan Documents; (d) any waiver by the Lenders Banks or any other Person of any required performance or otherwise of any condition precedent or waiver of any requirement imposed by any of the Loan Documents, any guaranties or otherwise with respect to the Bank Obligations; (e) any exercise or non-exercise of any right, remedy, power or privilege in respect of this Agreement or any of the other Loan Documents; (f) any sale, lease, transfer or other disposition of the assets of any Borrower or any consolidation or merger of any Borrower with or into any other Person, corporation, or entity, or any transfer or other disposition by any Borrower or any other holder of any Equity Interest shares of capital stock of any Borrower; (g) any bankruptcy, insolvency, reorganization or similar proceedings involving or affecting any Borrower; (h) the release or discharge of any Borrower from the performance or observance of any agreement, covenant, term or condition under any of the Bank Obligations or contained in any of the Loan Documents by operation of law; or (i) any other cause whether similar or dissimilar to the foregoing which, in the absence of this provision, would release, affect or impair the obligations, covenants, agreements and duties of any Borrower hereunder, including without limitation any act or omission by the Administrative Agent, or any Lender the Bank or any other any Person which increases the scope of such Borrower’s 's risk; and in each case described in this paragraph whether or not any Borrower shall have notice or knowledge of any of the foregoing, each of which is specifically waived by each Borrower. Each Borrower warrants to the Lenders Agent and the Banks that it has adequate means to obtain from each other Borrower on a continuing basis information concerning the financial condition and other matters with respect to the Borrowers and that it is not relying on the Administrative Agent or the Lenders Banks to provide such information either now or in the future.

Consents to Renewals, Modifications and other Actions and Events. This Agreement Guaranty and all of the obligations of the Borrowers Guarantors hereunder shall remain in full force and effect without regard to and shall not be released, affected or impaired by: (a) any amendment, assignment, transfer, modification of or addition or supplement to the Obligations, this Agreement Liabilities or any other Loan Documentof the Note Agreements; (b) any extension, indulgence, increase in the Obligations Liabilities or other action or inaction in respect of any of the Loan Documents Note Agreements or otherwise with respect to the ObligationsLiabilities, or any acceptance of security for, or other guaranties of, any of the Obligations Liabilities or Loan DocumentsNote Agreements, or any surrender, release, exchange, impairment or alteration of any such security or guaranties including guaranties, including, without limitation limitation, the failing to perfect a security interest in any such security or abstaining from taking advantage of or of realizing upon any other guaranties or upon any security interest in any such security; (c) any default by any Borrower the Company under, or any lack of due execution, invalidity or unenforceability of, or any irregularity or other defect in, any of the Loan DocumentsNote Agreements; (d) any waiver by the Lenders any Noteholder or any other Person person of any required performance or otherwise of any condition precedent or waiver of any requirement imposed by any of the Loan DocumentsNote Agreements, any other guaranties or otherwise with respect to the ObligationsLiabilities; (e) any exercise or non-exercise of any right, remedy, power or privilege in respect of this Agreement Guaranty, any other guaranty or any of the other Loan DocumentsNote Agreements; (f) any sale, lease, transfer or other disposition of the assets of any Borrower the Company or any consolidation or merger of any Borrower the Company with or into any other Personperson, corporation, or entity, or any transfer or other disposition by any Borrower or any other holder of any Equity Interest shares of any Borrowercapital stock of the Company; (g) any bankruptcy, insolvency, reorganization or similar proceedings involving or affecting the Company or any Borrowerother guarantor of the Liabilities; (h) the release or discharge of any Borrower the Company from the performance or observance of any agreement, covenant, term or condition under any of the Obligations Liabilities or contained in any of the Loan Documents Note Agreements, of any Cumulative Guarantor or of this Guaranty, by operation of lawlaw or otherwise; or (i) any other cause whether similar or dissimilar to the foregoing which, in the absence of this provision, would release, affect or impair the obligations, covenants, agreements and or duties of any Borrower hereunderGuarantor hereunder or constitute a defense hereto, including including, without limitation limitation, any act or omission by the Administrative Agent, or any Lender Noteholder or any other any Person person which increases the scope of such Borrower’s any Guarantor's risk; , and in each case described in this paragraph whether or not any Borrower Guarantor shall have notice or knowledge of any of the foregoing, each of which is specifically waived by each BorrowerGuarantor. Each Borrower Guarantor warrants to the Lenders Noteholders that it has adequate means to obtain from each other Borrower the Company on a continuing basis information concerning the financial condition and other matters with respect to the Borrowers Company and that it is not relying on the Administrative Agent or the Lenders any Noteholder to provide such information either now or in the future.

Consents to Renewals, Modifications and other Actions and Events. This Agreement Guaranty and all of the obligations of the Borrowers Guarantors hereunder shall remain in full force and effect without regard to and shall not be released, affected or impaired by: (a) any amendment, assignment, transfer, modification of or addition or supplement to the Obligations, this Agreement Guaranteed Obligations or any other Loan Document; (b) any extension, indulgence, increase in the Guaranteed Obligations or other action or inaction in respect of any of the Loan Documents or otherwise with respect to the Guaranteed Obligations, or any acceptance of security for, or other guaranties of, any of the Guaranteed Obligations or Loan Documents, or any surrender, release, exchange, impairment or alteration of any such security or guaranties including without limitation the failing to perfect a security interest in any such security or abstaining from taking advantage of or of realizing upon any other guaranties or upon any security interest in any such security; (c) any default by any Borrower under, or any lack of due execution, invalidity or unenforceability of, or any irregularity or other defect in, any of the Loan Documents; (d) any waiver by the Lenders any Obligation Holder or any other Person person of any required performance or otherwise of any condition precedent or waiver of any requirement imposed by any of the Loan Documents, any other guaranties or otherwise with respect to the Guaranteed Obligations; (e) any exercise or non-exercise of any right, remedy, power or privilege in respect of this Agreement Guaranty, any other guaranty or any of the other Loan Documents; (f) any sale, lease, transfer or other disposition of the assets of any Borrower or any consolidation or merger of any Borrower with or into any other Personperson, corporation, or entity, or any transfer or other disposition by any Borrower or any other holder of any Equity Interest shares of capital stock of any Borrower; (g) any bankruptcy, insolvency, reorganization or similar proceedings involving or affecting any BorrowerBorrower or any other Cumulative Guarantor of the Guaranteed Obligations; (h) the release or discharge of any Borrower from the performance or observance of any agreement, covenant, term or condition under any of the Guaranteed Obligations or contained in any of the Loan Documents Documents, of any Cumulative Guarantor or of this Guaranty, by operation of lawlaw or otherwise; or (i) any other cause whether similar or dissimilar to the foregoing which, in the absence of this provision, would release, affect or impair the obligations, covenants, agreements and or duties of any Borrower hereunderGuarantor hereunder or constitute a defense hereto, including without limitation any act or omission by the Administrative Agent, or any Lender Obligation Holder or any other any Person person which increases the scope of such Borrower’s any Guarantor's risk; and in each case described in this paragraph whether or not any Borrower Guarantor shall have notice or knowledge of any of the foregoing, each of which is specifically waived by each BorrowerGuarantor. Each Borrower Guarantor warrants to the Lenders Obligation Holders that it has adequate means to obtain from each other Borrower the Borrowers on a continuing basis information concerning the financial condition and other matters with respect to the Borrowers and that it is not relying on the Administrative Agent or the Lenders any Obligation Holder to provide such information either now or in the future.

Consents to Renewals, Modifications and other Actions and Events. This Agreement Guaranty and all of the obligations of the Borrowers Guarantors hereunder shall remain in full force and effect without regard to and shall not be released, affected or impaired by: (a) any amendment, assignment, transfer, modification of or addition or supplement to the Obligations, this Agreement Guaranteed Obligations or any other Loan DocumentAgreement; (b) any extension, indulgence, increase in the Guaranteed Obligations or other action or inaction in respect of any of the Loan Documents Agreements or otherwise with respect to the Guaranteed Obligations, or any acceptance of security for, or other guaranties of, any of the Guaranteed Obligations or Loan DocumentsAgreements, or any surrender, release, exchange, impairment or alteration of any such security or guaranties including without limitation the failing to perfect a security interest in any such security or abstaining from taking advantage of or of realizing upon any other guaranties or upon any security interest in any such security; (c) any default by any Borrower under, or any lack of due execution, invalidity or unenforceability of, or any irregularity or other defect in, any of the Loan DocumentsAgreements; (d) any waiver by any Lender or the Lenders Administrative Agent or any other Person person of any required performance or otherwise of any condition precedent or waiver of any requirement imposed by any of the Loan DocumentsAgreements, any other guaranties or otherwise with respect to the Guaranteed Obligations; (e) any exercise or non-exercise of any right, remedy, power or privilege in respect of this Agreement Guaranty, any other guaranty or any of the other Loan DocumentsAgreements; (f) any sale, lease, transfer or other disposition of the assets of any Borrower or any consolidation or merger of any Borrower with or into any other Personperson, corporation, or entity, or any transfer or other disposition by any Borrower or any other holder of any Equity Interest shares of Capital Stock of any Borrower; (g) any bankruptcy, insolvency, reorganization or similar proceedings involving or affecting any BorrowerBorrower or any other guarantor of the Guaranteed Obligations; (h) the release or discharge of any Borrower or Guarantor from the performance or observance of any agreement, covenant, term or condition under any of the Guaranteed Obligations or contained in any of the Loan Documents Agreements, of any Cumulative Guarantor or of this Guaranty, by operation of lawlaw or otherwise (other than an express written release executed by the Administrative Agent of any Guarantor from this Guaranty); or (i) any other cause whether similar or dissimilar to the foregoing which, in the absence of this provision, would releaserelease (other than an express written release executed by the Administrative Agent of any Guarantor from this Guaranty), affect or impair the obligations, covenants, agreements and duties of any Borrower Guarantor hereunder, including without limitation any act or omission by any Lender or the Administrative Agent, or any Lender Agent or any other any Person person which increases the scope of such Borrowerany Guarantor’s risk; and in each case described in this paragraph whether or not any Borrower Guarantor shall have notice or knowledge of any of the foregoing, each of which is specifically waived by each BorrowerGuarantor. Each Borrower Guarantor warrants to the Lenders and the Administrative Agent that it has adequate means to obtain from each other Borrower on a continuing basis information concerning the financial condition and other matters with respect to the Borrowers each Borrower and that it is not relying on any Lender or the Administrative Agent or the Lenders to provide such information either now or in the future.

Consents to Renewals, Modifications and other Actions and Events. This Agreement Guaranty and all of the obligations of the Borrowers Guarantor hereunder shall remain in full force and effect without regard to and shall not be released, affected or impaired by: (a) any amendment, assignment, transfer, modification of or addition or supplement to the Obligations, this Agreement Guaranteed Obligations or any other Loan Transaction Document; (b) any extension, indulgence, increase in the Guaranteed Obligations or other action or inaction in respect of any of the Loan Transaction Documents or otherwise with respect to the Guaranteed Obligations, or any acceptance of security for, or other guaranties of, any of the Guaranteed Obligations or Loan Transaction Documents, or any surrender, release, exchange, impairment or alteration of any such security or guaranties including without limitation the failing to perfect a security interest in any such security or abstaining from taking advantage of or of realizing upon any other guaranties or upon any security interest in any such security; (c) any default by any Subsidiary Borrower under, or any lack of due execution, invalidity or unenforceability of, or any irregularity or other defect in, any of the Loan Transaction Documents; (d) any waiver by the Lenders any Lender or Agent or any other Person person of any required performance or otherwise of any condition precedent or waiver of any requirement imposed by any of the Loan Transaction Documents, any other guaranties or otherwise with respect to the Guaranteed Obligations; (e) any exercise or non-exercise of any right, remedy, power or privilege in respect of this Agreement Guaranty, any other guaranty or any of the other Loan Transaction Documents; (f) any sale, lease, transfer or other disposition of the assets of any Subsidiary Borrower or any consolidation or merger of any Subsidiary Borrower with or into any other Personperson, corporation, or entity, or any transfer or other disposition by any Borrower or any other holder of any Equity Interest shares of capital stock of any Subsidiary Borrower; (g) any bankruptcy, insolvency, reorganization or similar proceedings involving or affecting any BorrowerSubsidiary Borrower or any other guarantor of the Guaranteed Obligations; (h) the release or discharge of any Subsidiary Borrower or any other guarantor from the performance or observance of any agreement, covenant, term or condition under any of the Guaranteed Obligations or contained in any of the Loan Documents Transaction Documents, by operation of lawlaw or otherwise; (i) any law or regulation of any jurisdiction or any other event affecting any term of the Guaranteed Obligations; (j) any other circumstance that might constitute a defense of any Subsidiary Borrower or the Guarantor; or (ik) any other cause whether similar or dissimilar to the foregoing which, in the absence of this provision, would release, affect or impair the obligations, covenants, agreements and duties of any Borrower the Guarantor hereunder, including without limitation any act or omission by the Administrative Agent, or any Lender or Agent or any other any Person person which increases the scope of such Borrowerthe Guarantor’s risk, except with respect to any Lender’s or Agent’s gross negligence or willful misconduct as provided in Section 9.03(b) of the Credit Agreement; and in each case described in this paragraph whether or not any Borrower the Guarantor shall have notice or knowledge of any of the foregoing, each of which is specifically waived by each Borrowerthe Guarantor. Each Borrower The Guarantor warrants to the Lenders and the Agents that it has adequate means to obtain from each other Subsidiary Borrower on a continuing basis information concerning the financial condition and other matters with respect to the Borrowers each Subsidiary Borrower and that it is not relying on the Administrative any Lender or Agent or the Lenders to provide such information either now or in the future.

Consents to Renewals, Modifications and other Actions and Events. This Agreement and all of the obligations of the Borrowers Borrower hereunder shall remain in full force and effect without regard to and shall not be released, affected or impaired by: (a) any amendment, assignment, transfer, modification of or addition or supplement to the Lenders Obligations, this Agreement Agreement, any Note or any other Loan Document; (b) any extension, indulgence, increase in the Lenders Obligations or other action or inaction in respect of any of the Loan Documents or otherwise with respect to the Lenders Obligations, or any acceptance of security for, or guaranties of, any of the Lenders Obligations or Loan Documents, or any surrender, release, exchange, impairment or alteration of any such security or guaranties including without limitation the failing to perfect a security interest in any such security or abstaining from taking advantage or of realizing upon any guaranties or upon any security interest in any such security; (c) any default by any the Borrower under, or any lack of due execution, invalidity or unenforceability of, or any irregularity or other defect in, any of the Loan Documents; (d) any waiver by the Lenders or any other Person of any required performance or otherwise of any condition precedent or waiver of any requirement imposed by any of the Loan Documents, any guaranties or otherwise with respect to the Lenders Obligations; (e) any exercise or non-exercise of any right, remedy, power or privilege in respect of this Agreement or any of the other Loan Documents; (f) any sale, lease, transfer or other disposition of the assets of any the Borrower or any consolidation or merger of any the Borrower with or into any other Person, corporation, or entity, or any transfer or other disposition by any the Borrower or any other holder of any Equity Interest shares of any capital stock or other ownership interest of the Borrower; (g) any bankruptcy, insolvency, reorganization or similar proceedings involving or affecting any the Borrower; (h) the release or discharge of any the Borrower from the performance or observance of any agreement, covenant, term or condition under any of the Obligations or contained in any of the Loan Documents by operation of law; or (i) any other cause whether similar or dissimilar to the foregoing which, in the absence of this provision, would release, affect or impair the obligationsObligations, covenants, agreements and duties of any the Borrower hereunder, including without limitation any act or omission by the Administrative Agent, or any Lender the Lenders or any other any Person which increases the scope of such the Borrower’s 's risk; and in each case described in this paragraph whether or not any the Borrower shall have notice or knowledge of any of the foregoing, each of which is specifically waived by each the Borrower. Each The Borrower warrants to the Administrative Agent and the Lenders that it has adequate means to obtain from each other Borrower the Guarantors on a continuing basis information concerning the financial condition and other matters with respect to the Borrowers Guarantors and that it is not relying on the Administrative Agent or the Lenders to provide such information either now or in the future.

Consents to Renewals, Modifications and other Actions and Events. This Agreement Guaranty and all of the obligations of the Borrowers Guarantors hereunder shall remain in full force and effect without regard to and shall not be released, affected or impaired by: (a) any amendment, assignment, transfer, modification of or addition or supplement to the Obligations, this Agreement Guaranteed Obligations or any other Loan DocumentAgreement; (b) any extension, indulgence, increase in the Guaranteed Obligations or other action or inaction in respect of any of the Loan Documents Agreements or otherwise with respect to the Guaranteed Obligations, or any acceptance of security for, or other guaranties of, any of the Guaranteed Obligations or Loan DocumentsAgreements, or any surrender, release, exchange, impairment or alteration of any such security or guaranties including without limitation the failing to perfect a security interest in any such security or abstaining from taking advantage of or of realizing upon any other guaranties or upon any security interest in any such security; (c) any default by any the Borrower under, or any lack of due execution, invalidity or unenforceability of, or any irregularity or other defect in, any of the Loan DocumentsAgreements; (d) any waiver by any Lender or the Lenders Agent or any other Person person of any required performance or otherwise of any Table of Contents condition precedent or waiver of any requirement imposed by any of the Loan DocumentsAgreements, any other guaranties or otherwise with respect to the Guaranteed Obligations; (e) any exercise or non-exercise of any right, remedy, power or privilege in respect of this Agreement Guaranty, any other guaranty or any of the other Loan DocumentsAgreements; (f) any sale, lease, transfer or other disposition of the assets of any the Borrower or any consolidation or merger of any the Borrower with or into any other Personperson, corporation, or entity, or any transfer or other disposition by any Borrower or any other holder of any Equity Interest shares of any Capital Stock of the Borrower; (g) any bankruptcy, insolvency, reorganization or similar proceedings involving or affecting the Borrower or any Borrowerother guarantor of the Guaranteed Obligations; (h) the release or discharge of any the Borrower or Guarantor from the performance or observance of any agreement, covenant, term or condition under any of the Guaranteed Obligations or contained in any of the Loan Documents Agreements, of any Cumulative Guarantor or of this Guaranty, by operation of lawlaw or otherwise; or (i) any other cause whether similar or dissimilar to the foregoing which, in the absence of this provision, would release, affect or impair the obligations, covenants, agreements and duties of any Borrower Guarantor hereunder, including without limitation any act or omission by the Administrative Agent, or any Lender or the Agent or any other any Person person which increases the scope of such Borrowerany Guarantor’s risk; and in each case described in this paragraph whether or not any Borrower Guarantor shall have notice or knowledge of any of the foregoing, each of which is specifically waived by each BorrowerGuarantor. Each Borrower Guarantor warrants to the Lenders and the Agent that it has adequate means to obtain from each other the Borrower on a continuing basis information concerning the financial condition and other matters with respect to the Borrowers Borrower and that it is not relying on the Administrative Agent any Lender or the Lenders Agent to provide such information either now or in the future.

Consents to Renewals, Modifications and other Actions and Events. This Agreement Except for termination or release of a Guarantor’s obligations hereunder as provided in Section 20 and subject to the provisions of Section 14, this Guaranty and all of the obligations of the Borrowers Guarantors hereunder shall remain in full force and effect without regard to and shall not be released, affected or impaired by: (a) any amendment, assignment, transfer, modification of or addition or supplement to the ObligationsGuaranteed Obligations or any Transaction Document (except, for the avoidance of doubt, that, in the case of an amendment, modification or supplement, this Agreement Guaranty shall apply to the Guaranteed Obligations as amended, modified or any other Loan Documentsupplemented, as the case may be); (b) any extension, indulgence, increase in the Guaranteed Obligations or other action or inaction in respect of any of the Loan Transaction Documents or otherwise with respect to the Guaranteed Obligations, or any acceptance of security for, or other guaranties of, any of the Guaranteed Obligations or Loan Transaction Documents, or any surrender, release, exchange, impairment or alteration of any such security or guaranties including without limitation the failing to perfect a security interest in any such security or abstaining from taking advantage of or of realizing upon any other guaranties or upon any security interest in any such security; (c) any default by any Borrower the Company under, or any lack of due execution, invalidity or unenforceability against the Company or Guarantors of, or any irregularity or other defect in, any of the Loan Transaction Documents; (d) any waiver by the Lenders any Noteholder or any other Person person of any required performance or otherwise of any condition precedent or waiver of any requirement imposed by any of the Loan Transaction Documents, any other guaranties or otherwise with respect to the ObligationsGuaranteed Obligations in each case excluding any waiver of a Guarantor’s obligations under this Guaranty in accordance with Section 16 hereof, and it being understood that, in the event of any waiver in accordance with the terms of any Transaction Document, this Guaranty shall apply to the Guaranteed Obligations as modified thereby; (e) any exercise or non-exercise of any right, remedy, power or privilege in respect of this Agreement Guaranty, any other guaranty or any of the other Loan Transaction Documents; (f) any sale, lease, transfer or other disposition of the assets of any Borrower the Company or any consolidation or merger of any Borrower the Company with or into any other Personperson, corporation, or entity, or any transfer or other disposition by any Borrower or any other holder of any Equity Interest shares of any Borrowercapital stock of the Company; (g) any bankruptcy, insolvency, reorganization or similar proceedings involving or affecting the Company or any Borrowerother guarantor of the Guaranteed Obligations; (h) the release or discharge of any Borrower the Company from the performance or observance of any agreement, covenant, term or condition under any of the Guaranteed Obligations or contained in any of the Loan Documents Transaction Documents, of any Guarantor or of this Guaranty, by operation of lawlaw or otherwise; or (i) any other cause whether similar or dissimilar to the foregoing which, in the absence of this provision, would release, affect or impair the obligations, covenants, agreements and or duties of any Borrower hereunderGuarantor hereunder or constitute a defense hereto, including without limitation any act or omission by the Administrative Agent, or any Lender Noteholder or any other any Person person which increases the scope of such Borrowerany Guarantor’s risk; and in each case described in this paragraph whether or not any Borrower Guarantor shall have notice or knowledge of any of the foregoing, each of which is specifically waived by each BorrowerGuarantor. Each Borrower Guarantor warrants to the Lenders Noteholders that it has adequate means to obtain from each other Borrower the Company on a continuing basis information concerning the financial condition and other matters with respect to the Borrowers Company and that it is not relying on the Administrative Agent or the Lenders any Noteholder to provide such information either now or in the future.. Exhibit 9.8 (to Note Purchase Agreement)

Consents to Renewals, Modifications and other Actions and Events. This Agreement and all of the obligations of the Borrowers Borrower hereunder shall remain in full force and effect without regard to and shall not be released, affected or impaired by: (a) any amendment, assignment, transfer, modification of or addition or supplement to the Lenders’ Obligations, this Agreement Agreement, any Note or any other Loan Document; (b) any extension, indulgence, increase in the Lenders’ Obligations or other action or inaction in respect of any of the Loan Documents or otherwise with respect to the Lenders’ Obligations, or any acceptance of security for, or guaranties of, any of the Lenders’ Obligations or Loan Documents, or any surrender, release, exchange, impairment or alteration of any such security or guaranties including without limitation the failing to perfect a security interest in any such security or abstaining from taking advantage or of realizing upon any guaranties or upon any security interest in any such security; (c) any default by any the Borrower under, or any lack of due execution, invalidity or unenforceability of, or any irregularity or other defect in, any of the Loan Documents; (d) any waiver by the Lenders or any other Person of any required performance or otherwise of any condition precedent or waiver of any requirement imposed by any of the Loan Documents, any guaranties or otherwise with respect to the Lenders’ Obligations; (e) any exercise or non-exercise of any right, remedy, power or privilege in respect of this Agreement or any of the other Loan Documents; (f) any sale, lease, transfer or other disposition of the assets of any the Borrower or any consolidation or merger of any the Borrower with or into any other Person, corporation, or entity, or any transfer or other disposition by any the Borrower or any other holder of any Equity Interest shares of any capital stock or other ownership interest of the Borrower; (g) any bankruptcy, insolvency, reorganization or similar proceedings involving or affecting any the Borrower; (h) the release or discharge of any the Borrower from the performance or observance of any agreement, covenant, term or condition under any of the Obligations or contained in any of the Loan Documents by operation of law; or (i) any other cause whether similar or dissimilar to the foregoing which, in the absence of this provision, would release, affect or impair the obligationsObligations, covenants, agreements and duties of any the Borrower hereunder, including without limitation any act or omission by the Administrative Agent, or any Lender the Lenders or any other any Person which increases the scope of such the Borrower’s risk; and in each case described in this paragraph whether or not any the Borrower shall have notice or knowledge of any of the foregoing, each of which is specifically waived by each the Borrower. Each The Borrower warrants to the Administrative Agent and the Lenders that it has adequate means to obtain from each other Borrower the Guarantors on a continuing basis information concerning the financial condition and other matters with respect to the Borrowers Guarantors and that it is not relying on the Administrative Agent or the Lenders to provide such information either now or in the future.. 101

Consents to Renewals, Modifications and other Actions and Events. This Agreement and all of the obligations of the Borrowers hereunder shall remain in full force and effect without regard to and shall not be released, affected or impaired by: (a) any amendment, assignment, transfer, modification of or addition or supplement to the Obligations, this Agreement or any other Loan Document; (b) any extension, indulgence, increase in the Obligations or other action or inaction in respect of any of the Loan Documents or otherwise with respect to the Obligations, or any acceptance of security for, or guaranties of, any of the Obligations or Loan Documents, or any surrender, release, exchange, impairment or alteration of any such security or guaranties including without limitation the failing to perfect a security interest in any such security or abstaining from taking advantage or of realizing upon any guaranties or upon any security interest in any such security; (c) any default by any Borrower under, or any lack of due execution, invalidity or unenforceability of, or any irregularity or other defect in, any of the Loan Documents; (d) any waiver by the Lenders or any other Person of any required performance or otherwise of any condition precedent or waiver of any requirement imposed by any of the Loan Documents, any guaranties or otherwise with respect to the Obligations; (e) any exercise or non-exercise of any right, remedy, power or privilege in respect of this Agreement or any of the other Loan Documents; (f) any sale, lease, transfer or other disposition of the assets of any Borrower or any consolidation or merger of any Borrower with or into any other Person, corporation, or entity, or any transfer or other disposition by any Borrower or any other holder of any Equity Interest of any Borrower; (g) any bankruptcy, insolvency, reorganization or similar proceedings involving or affecting any Borrower; (h) the release or discharge of any Borrower from the performance or observance of any agreement, covenant, term or condition under any of the Obligations or contained in any of the Loan Documents by operation of law; or (i) any other cause whether similar or dissimilar to the foregoing which, in the absence of this provision, would release, affect or impair the obligations, covenants, agreements and duties of any Borrower hereunder, including without limitation any act or omission by the Administrative Agent, or any Lender or any other any Person which increases the scope of such Borrower’s 's risk; and in each case described in this paragraph whether or not any Borrower shall have notice or knowledge of any of the foregoing, each of which is specifically waived by each Borrower. Each Borrower warrants to the Lenders that it has adequate means to obtain from each other Borrower on a continuing basis information concerning the financial condition and other matters with respect to the Borrowers and that it is not relying on the Administrative Agent or the Lenders to provide such information either now or in the future.

Consents to Renewals, Modifications and other Actions and Events. This Agreement and all of the obligations of the Borrowers Borrower hereunder shall remain in full force and effect without regard to and shall not be released, affected or impaired by: (a) any amendment, assignment, transfer, modification of or addition or supplement to the Obligations, this Agreement Agreement, the Note or any other Loan Document; (b) any extension, indulgence, increase in the Obligations or other action or inaction in respect of any of the Loan Documents or otherwise with respect to the Obligations, or any acceptance of security for, or guaranties of, any of the Obligations or Loan Documents, or any surrender, release, exchange, impairment or alteration of any such security or guaranties including without limitation the failing to perfect a security interest in any such security or abstaining from taking advantage or of realizing upon any guaranties or upon any security interest in any such security; (c) any default by any the Borrower under, or any lack of due execution, invalidity or unenforceability of, or any irregularity or other defect in, any of the Loan Documents; (d) any waiver by the Lenders Lender or any other Person of any required performance or otherwise of any condition precedent or waiver of any requirement imposed by any of the Loan Documents, any guaranties or otherwise with respect to the Obligations; (e) any exercise or non-exercise of any right, remedy, power or privilege in respect of this Agreement or any of the other Loan Documents; (f) any sale, lease, transfer or other disposition of the assets of any the Borrower or any consolidation or merger of any the Borrower with or into any other Person, corporation, or entity, or any transfer or other disposition by any the Borrower or any other holder of any Equity Interest shares of any capital stock or other ownership interest of the Borrower; (g) any bankruptcy, insolvency, reorganization or similar proceedings involving or affecting any the Borrower; (h) the release or discharge of any the Borrower from the performance or observance of any agreement, covenant, term or condition under any of the Obligations or contained in any of the Loan Documents by operation of law; or (i) any other cause whether similar or dissimilar to the foregoing which, in the absence of this provision, would release, affect or impair the obligationsObligations, covenants, agreements and duties of any the Borrower hereunder, including without limitation any act or omission by the Administrative Agent, or any Lender or any other any Person which increases the scope of such the Borrower’s risk; and in each case described in this paragraph whether or not any the Borrower shall have notice or knowledge of any of the foregoing, each of which is specifically waived by each the Borrower. Each The Borrower warrants to the Lenders Lender that it has adequate means to obtain from each other Borrower the Guarantors on a continuing basis information concerning the financial condition and other matters with respect to the Borrowers Guarantors and that it is not relying on the Administrative Agent or the Lenders Lender to provide such information either now or in the future.

Consents to Renewals, Modifications and other Actions and Events. This Agreement Except for termination or release of a Guarantor’s obligations hereunder as provided in Section 21 and subject to the provisions of Section 14, this Guaranty and all of the obligations of the Borrowers Guarantors hereunder shall remain in full force and effect without regard to and shall not be released, affected or impaired by: (a) any amendment, assignment, transfer, modification of or addition or supplement to the ObligationsGuaranteed Obligations or any Loan Document (except, for the avoidance of doubt, that, in the case of an amendment, modification or supplement, this Agreement Guaranty shall apply to the Guaranteed Obligations as amended, modified or any other Loan Documentsupplemented, as the case may be); (b) any extension, indulgence, increase in the Guaranteed Obligations or other action or inaction in respect of any of the Loan Documents or otherwise with respect to the Guaranteed Obligations, or any acceptance of security for, or other guaranties of, any of the Guaranteed Obligations or Loan Documents, or any surrender, release, exchange, impairment or alteration of any such security or guaranties including without limitation the failing to perfect a security interest in any such security or abstaining from taking advantage of or of realizing upon any other guaranties or upon any security interest in any such security; (c) any default by any Borrower under, or any lack of due execution, invalidity or unenforceability against the Borrowers or Guarantors of, or any irregularity or other defect in, any of the Loan Documents; (d) any waiver by the Lenders any Creditor or any other Person person of any required performance or otherwise of any condition precedent or waiver of any requirement imposed by any of the Loan Documents, any other guaranties or otherwise with respect to the Guaranteed Obligations, in each case excluding any waiver of a Guarantor’s obligations under this Guaranty in accordance with Section 16 hereof, and it being understood that, in the event of any waiver in accordance with the terms of a Loan Document, this Guaranty shall apply to the Guaranteed Obligations as modified thereby; (e) any exercise or non-exercise of any right, remedy, power or privilege in respect of this Agreement Guaranty, any other guaranty or any of the other Loan Documents; (f) any sale, lease, transfer or other disposition of the assets of any Borrower or any consolidation or merger of any Borrower with or into any other Personperson, corporation, or entity, or any transfer or other disposition by any Borrower or any other holder of any Equity Interest shares of capital stock of any Borrower; (g) any bankruptcy, insolvency, reorganization or similar proceedings involving or affecting any BorrowerBorrower or any other guarantor of the Guaranteed Obligations; (h) the release or discharge of any Borrower from the performance or observance of any agreement, covenant, term or condition under any of the Guaranteed Obligations or contained in any of the Loan Documents Documents, of any Guarantor or of this Guaranty, by operation of lawlaw or otherwise; or (i) any other cause whether similar or dissimilar to the foregoing which, in the absence of this provision, would release, affect or impair the obligations, covenants, agreements and or duties of any Borrower hereunderGuarantor hereunder or constitute a defense hereto, including without limitation any act or omission by the Administrative Agent, or any Lender Creditor or any other any Person person which increases the scope of such Borrowerany Guarantor’s risk; and in each case described in this paragraph whether or not any Borrower Guarantor shall have notice or knowledge of any of the foregoing, each of which is specifically waived by each BorrowerGuarantor. Each Borrower Guarantor warrants to the Lenders Creditors that it has adequate means to obtain from each other Borrower the Borrowers on a continuing basis information concerning the financial condition and other matters with respect to the Borrowers and that it is not relying on the Administrative Agent or the Lenders any Creditor to provide such information either now or in the future.

Consents to Renewals, Modifications and other Actions and Events. This Agreement Guaranty and all of the obligations of the Borrowers Guarantors hereunder shall remain in full force and effect without regard to and shall not be released, affected or impaired by: (a) any amendment, assignment, transfer, modification of or addition or supplement to the Obligations, this Agreement Guaranteed Obligations or any other Loan DocumentAgreement; (b) any extension, indulgence, increase in the Guaranteed Obligations or other action or inaction in respect of any of the Loan Documents Agreements or otherwise with respect to the Guaranteed Obligations, or any acceptance of security for, or other guaranties of, any of the Guaranteed Obligations or Loan DocumentsAgreements, or any surrender, release, exchange, impairment or alteration of any such security or guaranties including without limitation the failing to perfect a security interest in any such security or abstaining from taking advantage of or of realizing upon any other guaranties or upon any security interest in any such security; (c) any default by any Borrower under, or any lack of due execution, invalidity or unenforceability of, or any irregularity or other defect in, any of the Loan DocumentsAgreements; (d) any waiver by any Lender or the Lenders Agent or any other Person person of any required performance or otherwise of any condition precedent or waiver of any requirement imposed by any of the Loan DocumentsAgreements, any other guaranties or otherwise with respect to the Guaranteed Obligations; (e) any exercise or non-exercise of any right, remedy, power or privilege in respect of this Agreement Guaranty, any other guaranty or any of the other Loan DocumentsAgreements; (f) any sale, lease, transfer or other disposition of the assets of any Borrower or any consolidation or merger of any Borrower with or into any other Personperson, corporation, or entity, or any transfer or other disposition by any Borrower or any other holder of any Equity Interest shares of Capital Stock of any Borrower; (g) any bankruptcy, insolvency, reorganization or similar proceedings involving or affecting any BorrowerBorrower or any other guarantor of the Guaranteed Obligations; (h) the release or discharge of any Borrower or Guarantor from the performance or observance of any agreement, covenant, term or condition under any of the Guaranteed Obligations or contained in any of the Loan Documents Agreements, of any Cumulative Guarantor or of this Guaranty, by operation of lawlaw or otherwise; or (i) any other cause whether similar or dissimilar to the foregoing which, in the absence of this provision, would release, affect or impair the obligations, covenants, agreements and duties of any Borrower Guarantor hereunder, including without limitation any act or omission by the Administrative Agent, or any Lender or the Agent or any other any Person person which increases the scope of such Borrower’s any Guarantor's risk; and in each case described in this paragraph whether or not any Borrower Guarantor shall have notice or knowledge of any of the foregoing, each of which is specifically waived by each BorrowerGuarantor. Each Borrower Guarantor warrants to the Lenders and the Agent that it has adequate means to obtain from each other Borrower on a continuing basis information concerning the financial condition and other matters with respect to the Borrowers each Borrower and that it is not relying on the Administrative Agent any Lender or the Lenders Agent to provide such information either now or in the future.

Consents to Renewals, Modifications and other Actions and Events. This Agreement and all of the obligations of the Borrowers hereunder shall remain in full force and effect without regard to and shall not be released, affected or impaired by: (a) any amendment, assignment, transfer, modification of or addition or supplement to the Obligations, this Agreement Agreement, any Note or any other Loan Document; (b) any extension, indulgence, increase in the Obligations or other action or inaction in respect of any of the Loan Documents or otherwise with respect to the Obligations, or any acceptance of security for, or guaranties of, any of the Obligations or Loan Documents, or any surrender, release, exchange, impairment or alteration of any such security or guaranties including without limitation the failing to perfect a security interest in any such security or abstaining from taking advantage or of realizing upon any guaranties or upon any security interest in any such security; (c) any default by any Borrower under, or any lack of due execution, invalidity or unenforceability of, or any irregularity or other defect in, any of the Loan Documents; (d) any waiver by the Lenders or any other Person person of any required performance or otherwise of any condition precedent or waiver of any requirement imposed by any of the Loan Documents, any guaranties or otherwise with respect to the Obligations; (e) any exercise or non-exercise of any right, remedy, power or privilege in respect of this Agreement or any of the other Loan Documents; (f) any sale, lease, transfer or other disposition of the assets of any Borrower or any consolidation or merger of any Borrower with or into any other Personperson, corporation, or entity, or any transfer or other disposition by any Borrower or any other holder of any Equity Interest shares of capital stock of any Borrower; (g) any bankruptcy, insolvency, reorganization or similar proceedings involving or affecting any Borrower; (h) the release or discharge of any Borrower from the performance or observance of any agreement, covenant, term or condition under any of the Obligations or contained in any of the Loan Documents by operation of law; or (i) any other cause whether similar or dissimilar to the foregoing which, in the absence of this provision, would release, affect or impair the obligations, covenants, agreements and duties of any Borrower hereunder, including without limitation any act or omission by the Administrative Agent, or any Lender or any other any Person person which increases the scope of such Borrower’s 's risk; , and in each case described in this paragraph whether or not any Borrower shall have notice or knowledge of any of the foregoing, each of which is specifically waived by each Borrower. Each Borrower warrants to the Administrative Agent and the Lenders that it has adequate means to obtain from each other Borrower on a continuing basis information concerning the financial condition and other matters with respect to the Borrowers and that it is not relying on the Administrative Agent or the Lenders to provide such information either now or in the future.

Consents to Renewals, Modifications and other Actions and Events. This Agreement and all of the obligations of the Borrowers hereunder shall remain in full force and effect without regard to and shall not be released, affected or impaired by: (a) any amendment, assignment, transfer, modification of or addition or supplement to the Obligations, this Agreement or any other Loan Document; (b) any extension, indulgence, increase in the Obligations or other action or inaction in respect of any of the Loan Documents or otherwise with respect to the Obligations, or any acceptance of security for, or guaranties of, any of the Obligations or Loan Documents, or any surrender, release, exchange, impairment or alteration of any such security or guaranties including without limitation the failing to perfect a security interest in any such security or abstaining from taking advantage or of realizing upon any guaranties or upon any security interest in any such security; (c) any default by any Borrower under, or any lack of due execution, invalidity or unenforceability of, or any irregularity or other defect in, any of the Loan Documents; (d) any waiver by the Lenders or any other Person of any required performance or otherwise of any condition precedent or waiver of any requirement imposed by any of the Loan Documents, any guaranties or otherwise with respect to the Obligations; (e) any exercise or non-exercise of any right, remedy, power or privilege in respect of this Agreement or any of the other Loan Documents; (f) any sale, lease, transfer or other disposition of the assets of any Borrower or any consolidation or merger of any Borrower with or into any other Person, corporation, or entity, or any transfer or other disposition by any Borrower or any other holder of any Equity Interest of any Borrower; (g) any bankruptcy, insolvency, reorganization or similar proceedings involving or affecting any Borrower; (h) the release or discharge of any Borrower from the performance or observance of any agreement, covenant, term or condition under any of the Obligations or contained in any of the Loan Documents by operation of law; or (i) any other cause whether similar or dissimilar to the foregoing which, in the absence of this provision, would release, affect or impair the obligations, covenants, agreements and duties of any Borrower hereunder, including without limitation any act or omission by the Administrative Agent, or any Lender or any other any Person which increases the scope of such Borrower’s risk; and in each case described in this paragraph whether or not any Borrower shall have notice or knowledge of any of the foregoing, each of which is specifically waived by each Borrower. Each Borrower warrants to the Lenders that it has adequate means to obtain from each other Borrower on a continuing basis information concerning the financial condition and other matters with respect to the Borrowers and that it is not relying on the Administrative Agent or the Lenders to provide such information either now or in the future.. 105

Consents to Renewals, Modifications and other Actions and Events. This Agreement and all of the obligations of the Borrowers hereunder shall remain in full force and effect without regard to and shall not be released, affected or impaired by: (a) any amendment, assignment, transfer, modification of or addition or supplement to the Obligations, this Agreement Agreement, any Note or any other Loan Document; (b) any extension, indulgence, increase in the Obligations or other action or inaction in respect of any of the Loan Documents or otherwise with respect to the Obligations, or any acceptance of security for, or guaranties of, any of the Obligations or Loan Documents, or any surrender, release, exchange, impairment or alteration of any such security or guaranties including without limitation the failing to perfect a security interest in any such security or abstaining from taking advantage or of realizing upon any guaranties or upon any security interest in any such security; (c) any default by any Borrower under, or any lack of due execution, invalidity or unenforceability of, or any irregularity or other defect in, any of the Loan Documents; (d) any waiver by the Lenders or any other Person person of any required performance or otherwise of any condition precedent or waiver of any requirement imposed by any of the Loan Documents, any guaranties or otherwise with respect to the Obligations; (e) any exercise or non-exercise of any right, remedy, power or privilege in respect of this Agreement or any of the other Loan Documents; (f) any sale, lease, transfer or other disposition of the assets of any Borrower or any consolidation or merger of any Borrower with or into any other Personperson, corporation, or entity, or any transfer or other disposition by any Borrower or any other holder of any Equity Interest shares of capital stock of any Borrower; (g) any bankruptcy, insolvency, reorganization or similar proceedings involving or affecting any Borrower; (h) the 87 95 release or discharge of any Borrower from the performance or observance of any agreement, covenant, term or condition under any of the Obligations or contained in any of the Loan Documents by operation of law; or (i) any other cause whether similar or dissimilar to the foregoing which, in the absence of this provision, would release, affect or impair the obligations, covenants, agreements and duties of any Borrower hereunder, including without limitation any act or omission by the Administrative Agent, or any Lender or any other any Person person which increases the scope of such Borrower’s 's risk; , and in each case described in this paragraph whether or not any Borrower shall have notice or knowledge of any of the foregoing, each of which is specifically waived by each Borrower. Each Borrower warrants to the Administrative Agent and the Lenders that it has adequate means to obtain from each other Borrower on a continuing basis information concerning the financial condition and other matters with respect to the Borrowers and that it is not relying on the Administrative Agent or the Lenders to provide such information either now or in the future.

Consents to Renewals, Modifications and other Actions and Events. This Agreement Guaranty and all of the obligations of the Borrowers Guarantors hereunder shall remain in full force and effect without regard to and shall not be released, affected or impaired by: (a) any amendment, assignment, transfer, modification of or addition or supplement to the Obligations, this Agreement Liabilities or any other Loan DocumentAgreement; (b) any extension, indulgence, increase in the Obligations Liabilities or other action or inaction in respect of any of the Loan Documents Agreements or otherwise with respect to the ObligationsLiabilities, or any acceptance of security for, or other guaranties of, any of the Obligations Liabilities or Loan DocumentsAgreements, or any surrender, release, exchange, impairment or alteration of any such security or guaranties including without limitation the failing to perfect a security interest in any such security or abstaining from taking advantage of or of realizing upon any other guaranties or upon any security interest in any such security; (c) any default by any Borrower under, or any lack of due execution, invalidity or unenforceability of, or any irregularity or other defect in, any of the Loan DocumentsAgreements; (d) any waiver by the Lenders any Lender or any other Person person of any required performance or otherwise of any condition precedent or waiver of any requirement imposed by any of the Loan DocumentsAgreements, any other guaranties or otherwise with respect to the ObligationsLiabilities; (e) any exercise or non-exercise of any right, remedy, power or privilege in respect of this Agreement Guaranty, any other guaranty or any of the other Loan DocumentsAgreements; (f) any sale, lease, transfer or other disposition of the assets of any Borrower or any consolidation or merger of any Borrower with or into any other Personperson, corporation, or entity, or any transfer or other disposition by any Borrower or any other holder of any Equity Interest shares of capital stock of any Borrower; (g) any bankruptcy, insolvency, reorganization or similar proceedings involving or affecting any BorrowerBorrower or any other guarantor of the Liabilities; (h) the release or discharge of any Borrower from the performance or observance of any agreement, covenant, term or condition under any of the Obligations Liabilities or contained in any of the Loan Documents Agreements, of any Cumulative Guarantor or of this Guaranty, by operation of lawlaw or otherwise; or (i) any other cause whether similar or dissimilar to the foregoing which, in the absence of this provision, would release, affect or impair the obligations, covenants, agreements and or duties of any Borrower hereunderGuarantor hereunder or constitute a defense hereto, including without limitation any act or omission by the Administrative Agent, or any Lender or any other any Person person which increases the scope of such Borrower’s any Guarantor's risk; and in each case described in this paragraph whether or not any Borrower Guarantor shall have notice or knowledge of any of the foregoing, each GUARANTY AGREEMENT of which is specifically waived by each BorrowerGuarantor. Each Borrower Guarantor warrants to the Lenders that it has adequate means to obtain from each other Borrower the Borrowers on a continuing basis information concerning the financial condition and other matters with respect to the Borrowers and that it is not relying on the Administrative Agent or the Lenders any Lender to provide such information either now or in the future.

Consents to Renewals, Modifications and other Actions and Events. This Agreement Except for termination or release of a Guarantor’s obligations hereunder as provided in Section 20 and subject to the provisions of Section 14, this Guaranty and all of the obligations of the Borrowers Guarantors hereunder shall remain in full force and effect without regard to and shall not be released, affected or impaired by: (a) any amendment, assignment, transfer, modification of or addition or supplement to the ObligationsGuaranteed Obligations or any Transaction Document (except, for the avoidance of doubt, that, in the case of an amendment, modification or supplement, this Agreement Guaranty shall apply to the Guaranteed Obligations as amended, modified or any other Loan Documentsupplemented, as the case may be); (b) any extension, indulgence, increase in the Guaranteed Obligations or other action or inaction in respect of any of the Loan Transaction Documents or otherwise with respect to the Guaranteed Obligations, or any acceptance of security for, or other guaranties of, any of the Guaranteed Obligations or Loan Transaction Documents, or any surrender, release, exchange, impairment or alteration of any such security or guaranties including without limitation the failing to perfect a security interest in any such security or abstaining from taking advantage of or of realizing upon any other guaranties or upon any security interest in any such security; (c) any default by any Borrower the Company under, or any lack of due execution, invalidity or unenforceability against the Company or Guarantors of, or any irregularity or other defect in, any of the Loan Transaction Documents; (d) any waiver by the Lenders any Noteholder or any other Person person of any required performance or otherwise of any condition precedent or waiver of any requirement imposed by any of the Loan Transaction Documents, any other guaranties or otherwise with respect to the ObligationsGuaranteed Obligations in each case excluding any waiver of a Guarantor’s obligations under this Guaranty in accordance with Section 16 hereof, and it being understood that, in the event of any waiver in accordance with the terms of any Transaction Document, this Guaranty shall apply to the Guaranteed Obligations as modified thereby; (e) any exercise or non-exercise of any right, remedy, power or privilege in respect of this Agreement Guaranty, any other guaranty or any of the other Loan Transaction Documents; (f) any sale, lease, transfer or other disposition of the assets of any Borrower the Company or any consolidation or merger of any Borrower the Company with or into any other Personperson, corporation, or entity, or any transfer or other disposition by any Borrower or any other holder of any Equity Interest shares of any Borrowercapital stock of the Company; (g) any bankruptcy, insolvency, reorganization or similar proceedings involving or affecting the Company or any Borrowerother guarantor of the Guaranteed Obligations; (h) the release or discharge of any Borrower the Company from the performance or observance of any agreement, covenant, term or condition under any of the Guaranteed Obligations or contained in any of the Loan Documents Transaction Documents, of any Guarantor or of this Guaranty, by operation of lawlaw or otherwise; or (i) any other cause whether similar or dissimilar to the foregoing which, in the absence of this provision, would release, affect or impair the obligations, covenants, agreements and or duties of any Borrower hereunderGuarantor hereunder or constitute a defense hereto, including without limitation any act or omission by the Administrative Agent, or any Lender Noteholder or any other any Person person which increases the scope of such Borrowerany Guarantor’s risk; and in each case described in this paragraph whether or not any Borrower Guarantor shall have notice or knowledge of any of the foregoing, each of which is specifically waived by each BorrowerGuarantor. Each Borrower Guarantor warrants to the Lenders Noteholders that it has adequate means to obtain from each other Borrower the Company on a continuing basis information concerning the financial condition and other matters with respect to the Borrowers Company and that it is not relying on the Administrative Agent or the Lenders any Noteholder to provide such information either now or in the future.. (to Note Purchase Agreement)

Consents to Renewals, Modifications and other Actions and Events. This Agreement and all of the obligations of the Borrowers Borrower hereunder shall remain in full force and effect without regard to and shall not be released, affected or impaired by: (a) any amendment, assignment, transfer, modification of or addition or supplement to the Lenders Obligations, this Agreement Agreement, any Note or any other Loan Document; (b) any extension, indulgence, increase in the Lenders Obligations or other action or inaction in respect of any of the Loan Documents or otherwise with respect to the Lenders Obligations, or any acceptance of security for, or guaranties of, any of the Lenders Obligations or Loan Documents, or any surrender, release, exchange, impairment or alteration of any such security or guaranties including without limitation the failing to perfect a security interest in any such security or abstaining from taking advantage or of realizing upon any guaranties or upon any security interest in any such security; (c) any default by any the Borrower under, or any lack of due execution, invalidity or unenforceability of, or any irregularity or other defect in, any of the Loan Documents; (d) any waiver by the Lenders or any other Person of any required performance or otherwise of any condition precedent or waiver of any requirement imposed by any of the Loan Documents, any guaranties or otherwise with respect to the Lenders Obligations; (e) any exercise or non-exercise of any right, remedy, power or privilege in respect of this Agreement or any of the other Loan Documents; (f) any sale, lease, transfer or other disposition of the assets of any the Borrower or any consolidation or merger of any the Borrower with or into any other Person, corporation, or entity, or any transfer or other disposition by any the Borrower or any other holder of any Equity Interest shares of any capital stock or other ownership interest of the Borrower; (g) any bankruptcy, insolvency, reorganization or similar proceedings involving or affecting any the Borrower; (h) the release or discharge of any the Borrower from the performance or observance of any agreement, covenant, term or condition under any of the Obligations or contained in any of the Loan Documents by operation of law; or (i) any other cause whether similar or dissimilar to the foregoing which, in the absence of this provision, would release, affect or impair the obligationsObligations, covenants, agreements and duties of any the Borrower hereunder, including without limitation any act or omission by the Administrative Agent, or any Lender the Lenders or any other any Person which increases the scope of such the Borrower’s risk; and in each case described in this paragraph whether or not any the Borrower shall have notice or knowledge of any of the foregoing, each of which is specifically waived by each the Borrower. Each The Borrower warrants to the Administrative Agent and the Lenders that it has adequate means to obtain from each other Borrower the Guarantors on a continuing basis information concerning the financial condition and other matters with respect to the Borrowers Guarantors and that it is not relying on the Administrative Agent or the Lenders to provide such information either now or in the future.

Consents to Renewals, Modifications and other Actions and Events. This Agreement and all of the obligations of the Borrowers hereunder shall remain in full force and effect without regard to and shall not be released, affected or impaired by: (a) any amendment, assignment, transfer, modification of or addition or supplement to the Obligations, this Agreement Agreement, any Facility LC Application, any Security Document or any other Loan Documentthe Notes; (b) any extension, indulgence, increase in the Obligations or other action or inaction in respect of any of this Agreement, the Loan Facility LC Applications, the Security Documents or the Notes or otherwise with respect to the Obligations, or any acceptance of security for, or guaranties of, any of the Obligations or Loan DocumentsObligations, or any surrender, release, exchange, impairment or alteration of any such security or guaranties including of guaranties, including, without limitation limitation, the failing to perfect a security interest in any such security or abstaining from taking advantage or of realizing upon any guaranties or upon any security interest in any such security; (c) any default by any Borrower the Borrowers under, or any lack of due execution, invalidity or unenforceability of, or any irregularity or other defect in, any of this Agreement, the Loan DocumentsFacility LC Applications, the Security Documents or the Notes; (d) any waiver by the Lenders Banks or any other Person person of any required performance or otherwise of any condition precedent or waiver of any requirement imposed by any of this Agreement, the Loan DocumentsFacility LC Applications, the Security Documents or the Notes, any guaranties or otherwise with respect to the Obligations; (e) any exercise or non-exercise of any right, remedy, power or privilege in respect of this Agreement Agreement, the Facility LC Applications, the Security Documents or any of the other Loan DocumentsNotes; (f) any sale, lease, transfer or other disposition of the assets of any Borrower the Borrowers or any consolidation or merger of any Borrower with or into any other Personperson, corporation, or entity, or any transfer or other the disposition by any Borrower or any other holder of membership interests in any Equity Interest of any Borrowerthe Borrowers; (g) any bankruptcy, insolvency, reorganization or similar proceedings involving or affecting any Borrower; (h) the release or discharge of any Borrower from the performance or observance of any agreement, covenant, term or condition under any of the Obligations or contained in any of this Agreement, the Loan Facility LC Applications, the Security Documents or the Notes by operation of law; , or (i) any other cause whether similar or dissimilar to the foregoing which, in the absence of this provision, would release, affect or impair the obligations, covenants, agreements and duties of any Borrower hereunder, including without limitation any act or omission by the Administrative Agent, Agent or any Lender Bank or any other any Person person which increases the scope of such Borrower’s 's risk; and in each case described in this paragraph whether or not any such Borrower shall have notice or knowledge of any of the foregoing, each of which is specifically waived by each Borrower. Each Borrower warrants to of the Lenders that it has adequate means to obtain from each other Borrower on a continuing basis information concerning the financial condition and other matters with respect to the Borrowers and that it is not relying on the Administrative Agent or the Lenders to provide such information either now or in the futureBorrowers.

Consents to Renewals, Modifications and other Actions and Events. This Agreement Guaranty and all of the obligations of the Borrowers Guarantors hereunder shall remain in full force and effect without regard to and shall not be released, affected or impaired by: (a) any amendment, assignment, transfer, modification of or addition or supplement to the Obligations, this Agreement Guaranteed Obligations or any other Loan DocumentAgreement; (b) any extension, indulgence, increase in the Guaranteed Obligations or other action or inaction in respect of any of the Loan Documents Agreements or otherwise with respect to the Guaranteed Obligations, or any acceptance of security for, or other guaranties of, any of the Guaranteed Obligations or Loan DocumentsAgreements, or any surrender, release, exchange, impairment or alteration of any such security or guaranties including without limitation the failing to perfect a security interest in any such security or abstaining from taking advantage of or of realizing upon any other guaranties or upon any security interest in any such security; (c) any default by any Borrower under, or any lack of due execution, invalidity or unenforceability of, or any irregularity or other defect in, any of the Loan DocumentsAgreements; (d) any waiver by any Lender or the Lenders Administrative Agent or any other Person person of any required performance or otherwise of any condition precedent or waiver of any requirement imposed by any of the Loan DocumentsAgreements, any other guaranties or otherwise with respect to the Guaranteed Obligations; (e) any exercise or non-exercise of any right, remedy, power or privilege in respect of this Agreement Guaranty, any other guaranty or any of the other Loan DocumentsAgreements; (f) any sale, lease, transfer or other disposition of the assets of any Borrower or any consolidation or merger of any Borrower with or into any other Personperson, corporation, or entity, or any transfer or other disposition by any Borrower or any other holder of any Equity Interest shares of Capital Stock of any Borrower; (g) any bankruptcy, insolvency, reorganization or similar proceedings involving or affecting any BorrowerBorrower or any other guarantor of the Guaranteed Obligations; (h) the release or discharge of any Borrower or Guarantor from the performance or observance of any agreement, covenant, term or condition under any of the Guaranteed Obligations or contained in any of the Loan Documents Agreements, of any Cumulative Guarantor or of this Guaranty, by operation of lawlaw or otherwise (other than an express written release executed by the Administrative Agent of any Guarantor from this Guaranty); or (i) any other cause whether similar or dissimilar to the foregoing which, in the absence of this provision, would releaserelease (other than an express written release executed by the Administrative Agent of any Guarantor from this Guaranty), affect or impair the obligations, covenants, agreements and duties of any Borrower Guarantor hereunder, including without limitation any act or omission by any Lender or the Administrative Agent, or any Lender Agent or any other any Person person which increases the scope of such Borrower’s any Guarantor's risk; and in each case described in this paragraph whether or not any Borrower Guarantor shall have notice or knowledge of any of the foregoing, each of which is specifically waived by each BorrowerGuarantor. Each Borrower Guarantor warrants to the Lenders and the Administrative Agent that it has adequate means to obtain from each other Borrower on a continuing basis information concerning the financial condition and other matters with respect to the Borrowers each Borrower and that it is not relying on any Lender or the Administrative Agent or the Lenders to provide such information either now or in the future.

Consents to Renewals, Modifications and other Actions and Events. This Agreement Guaranty and all of the obligations of the Borrowers Guarantors hereunder shall remain in full force and effect without regard to and shall not be released, affected or impaired by: (a) any amendment, assignment, transfer, modification of or addition or supplement to the Obligations, this Agreement Guaranteed Obligations or any other Loan DocumentAgreement; (b) any extension, indulgence, increase in the Guaranteed Obligations or other action or inaction in respect of any of the Loan Documents Agreements or otherwise with respect to the Guaranteed Obligations, or any acceptance of security for, or other guaranties of, any of the Guaranteed Obligations or Loan DocumentsAgreements, or any surrender, release, exchange, impairment or alteration of any such security or guaranties including without limitation the failing to perfect a security interest in any such security or abstaining from taking advantage of or of realizing upon any other guaranties or upon any security interest in any such security; (c) any default by any Borrower under, or any lack of due execution, invalidity or unenforceability of, or any irregularity or other defect in, any of the Loan DocumentsAgreements; (d) any waiver by any Lender or the Lenders Agent or any other Person person of any required performance or otherwise of any GUARANTY AGREEMENT 91 condition precedent or waiver of any requirement imposed by any of the Loan DocumentsAgreements, any other guaranties or otherwise with respect to the Guaranteed Obligations; (e) any exercise or non-exercise of any right, remedy, power or privilege in respect of this Agreement Guaranty, any other guaranty or any of the other Loan DocumentsAgreements; (f) any sale, lease, transfer or other disposition of the assets of any Borrower or any consolidation or merger of any Borrower with or into any other Personperson, corporation, or entity, or any transfer or other disposition by any Borrower or any other holder of any Equity Interest shares of Capital Stock of any Borrower; (g) any bankruptcy, insolvency, reorganization or similar proceedings involving or affecting any BorrowerBorrower or any other guarantor of the Guaranteed Obligations; (h) the release or discharge of any Borrower or Guarantor from the performance or observance of any agreement, covenant, term or condition under any of the Guaranteed Obligations or contained in any of the Loan Documents Agreements, of any Cumulative Guarantor or of this Guaranty, by operation of lawlaw or otherwise; or (i) any other cause whether similar or dissimilar to the foregoing which, in the absence of this provision, would release, affect or impair the obligations, covenants, agreements and duties of any Borrower Guarantor hereunder, including without limitation any act or omission by the Administrative Agent, or any Lender or the Agent or any other any Person person which increases the scope of such Borrower’s any Guarantor's risk; and in each case described in this paragraph whether or not any Borrower Guarantor shall have notice or knowledge of any of the foregoing, each of which is specifically waived by each BorrowerGuarantor. Each Borrower Guarantor warrants to the Lenders and the Agent that it has adequate means to obtain from each other Borrower on a continuing basis information concerning the financial condition and other matters with respect to the Borrowers each Borrower and that it is not relying on the Administrative Agent any Lender or the Lenders Agent to provide such information either now or in the future.

Consents to Renewals, Modifications and other Actions and Events. This Agreement Guaranty and all of the obligations of the Borrowers Guarantors hereunder shall remain in full force and effect without regard to and shall not be released, affected or impaired by: (a) any amendment, assignment, transfer, modification of or addition or supplement to the ObligationsLiabilities, this Agreement the Note Agreement, the Notes or any the other Loan DocumentTransaction Documents; (b) any extension, indulgence, increase in the Obligations Liabilities or other action or inaction in respect of any of the Loan Documents Note Agreement, the Notes or the other Transaction Documents, or otherwise with respect to the ObligationsLiabilities, including, without limitation, as the result of the issuance of any Shelf Notes, or any acceptance of security for, or other guaranties of, any of the Obligations Liabilities or Loan the Note Agreement, the Notes or the other Transaction Documents, or any surrender, release, exchange, impairment or alteration of any such security or guaranties including guaranties, including, without limitation limitation, the failing to perfect a security interest in any such security or abstaining from taking advantage of or of realizing upon any other guaranties or upon any security interest in any such security; (c) any default by any Borrower the Company under, or any lack of due execution, invalidity or unenforceability of, or any irregularity or other defect in, any of the Loan Note Agreement, the Notes or the other Transaction Documents; (d) any waiver by the Lenders any Noteholder or any other Person person of any required performance or otherwise of any condition precedent or waiver of any requirement imposed by any of the Loan Note Agreement, the Notes or the other Transaction Documents, any other guaranties or otherwise with respect to the ObligationsLiabilities; (e) any exercise or non-exercise of any right, remedy, power or privilege in respect of this Agreement Guaranty, any other guaranty or any of the Note Agreement, the Notes or the other Loan Transaction Documents; (f) any sale, lease, transfer or other disposition of the assets of any Borrower the Company or any consolidation or merger of any Borrower the Company with or into any other Personperson, corporation, or entity, or any transfer or other disposition by any Borrower or any other holder of any Equity Interest shares of any Borrowercapital stock of the Company; (g) any bankruptcy, insolvency, reorganization or similar proceedings involving or affecting the Company or any Borrowerother guarantor of the Liabilities; (h) the release or discharge of any Borrower the Company from the performance or observance of any agreement, covenant, term or condition under any of the Obligations Liabilities or contained in the Note Agreement, the Notes or the other Transaction Documents, of any Cumulative Guarantor or of the Loan Documents this Guaranty, by operation of lawlaw or otherwise; or (i) any other cause whether similar or dissimilar to the foregoing which, in the absence of this provision, would release, affect or impair the obligations, covenants, agreements and or duties of any Borrower hereunderGuarantor hereunder or constitute a defense hereto, including including, without limitation limitation, any act or omission by the Administrative Agent, or any Lender Noteholder or any other any Person person which increases the scope of such Borrowerany Guarantor’s risk; , and in each case described in this paragraph whether or not any Borrower Guarantor shall have notice or knowledge of of any of the foregoing, each of which is specifically waived by each BorrowerGuarantor. Each Borrower Guarantor warrants to the Lenders Noteholders that it has adequate means to obtain from each other Borrower the Company on a continuing basis information concerning the financial condition and other matters with respect to the Borrowers Company and that it is not relying on the Administrative Agent or the Lenders any Noteholder to provide such information either now or in the future.