Common use of Guarantees Absolute Clause in Contracts

Guarantees Absolute. Each Borrower guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms hereof, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Lenders with respect thereto. The liability of each Borrower under its respective guaranty of the Guaranteed Obligations shall be absolute and unconditional irrespective of: (a) any Loan Party’s lack of authorization, execution, validity or enforceability of this Agreement or any other Loan Document and any amendment hereof (with regard to such Guaranteed Obligations), or any other obligation, agreement or instrument relating thereto (it being agreed by each Borrower that its Guaranteed Obligations shall not be discharged prior to Full Payment of all of the Obligations) or any failure to obtain any necessary governmental consent or approvals or necessary third party consents or approvals; (b) any Agent’s or any Lender’s exercise or enforcement of, or failure or delay in exercising or enforcing, legal proceedings to collect the Obligations or the Guaranteed Obligations or any power, right or remedy with respect to any of the Obligations or the Guaranteed Obligations, including (i) any suspension of any Agent’s or any Lender’s right to enforce any Borrower’s Guaranteed Obligations, or (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other amendment or waiver of or any consent to departure from this Agreement or the other Loan Documents (with regard to such Guaranteed Obligations) or any other agreement or instrument governing or evidencing any of the Guaranteed Obligations; (c) any exchange, release, unenforceability, non-opposability or non-perfection of any Collateral, or any release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change in ownership of any Loan Party; (e) any acceptance of any partial payment(s) from any Loan Party; (f) any insolvency, bankruptcy, reorganization, arrangement, adjustment, composition, assignment for the benefit of creditors, appointment of a receiver, interim receiver, receiver and manager, monitor or trustee for all or any part of any Loan Party’s assets; (g) any assignment, participation or other transfer or reallocation, in whole or in part, of any Agent’s or any Lender’s interest in and rights under this Agreement or any other Loan Document, or of any Agent’s or any Lender’s interest in the Obligations or the Guaranteed Obligations; (h) any cancellation, renunciation or surrender of any pledge, guaranty or any debt instrument evidencing the Obligations or the Guaranteed Obligations; (i) any Agent’s or any Lender’s vote, claim, distribution, election, acceptance, action or inaction in any proceeding under any Insolvency Proceeding related to the Obligations or the Guaranteed Obligations; or (j) any other action or circumstance, other than payment, which might otherwise constitute a defense available to, or a discharge of, any Borrower in respect of its Guaranteed Obligations (other than the defense of payment in full). The guarantees contained in this Section 7.7 shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Guaranteed Obligation is rescinded or must otherwise be returned by the Agents or any Lender upon the insolvency, bankruptcy or reorganization of any Loan Party or otherwise, all as though such payment had not been made.

Guarantees Absolute. Each The Canadian Borrower guarantees that the Guaranteed US Obligations will be paid strictly in accordance with the terms hereof, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the US Lenders with respect thereto. The US Borrower guarantees that the Guaranteed Canadian Obligations will be paid strictly in accordance with the terms hereof, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Canadian Lenders with respect thereto. The liability of each the Canadian Borrower and the US Borrower under its respective guaranty their guarantees of the Guaranteed US Obligations and the Guaranteed Canadian Obligations, respectively, shall be absolute and unconditional irrespective of: (a) any Loan Party’s lack of authorization, execution, validity or enforceability of this Agreement or any other Loan Document and any amendment hereof (with regard to such Guaranteed Obligations), or any other obligation, agreement or instrument relating thereto (it being agreed by each Borrower that its Guaranteed Obligations shall not be discharged prior to Full Payment of all of the Obligations) or any failure to obtain any necessary governmental consent or approvals or necessary third party consents or approvals; (b) any Agent’s, any Issuing Bank’s or any Lender’s exercise or enforcement of, or failure or delay in exercising or enforcing, legal proceedings to collect the Obligations or the Guaranteed Obligations or any power, right or remedy with respect to any of the Obligations or the Guaranteed Obligations, including (i) any suspension of any Agent’s, any Issuing Bank’s or any Lender’s right to enforce any Borrower’s Guaranteed Obligations, or (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other amendment or waiver of or any consent to departure from this Agreement or the other Loan Documents (with regard to such Guaranteed Obligations) or any other agreement or instrument governing or evidencing any of the Guaranteed Obligations; (c) any exchange, release, unenforceability, non-opposability or non-perfection of any Collateral, or any release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change in ownership of any Loan Party; (e) any acceptance of any partial payment(s) from any Loan Party; (f) any insolvency, bankruptcy, reorganization, arrangement, adjustment, composition, assignment for the benefit of creditors, appointment of a receiver, interim receiver, receiver and manager, monitor or trustee for all or any part of any Loan Party’s assets; (g) any assignment, participation or other transfer or reallocation, in whole or in partpart (whether or not subject to a conversion of a Loan of one Type into a Loan of another Type or a conversion from one currency to another), of any Agent’s, any Issuing Bank’s or any Lender’s interest in and rights under this Agreement or any other Loan Document, or of any Agent’s, any Issuing Bank’s or any Lender’s interest in the Obligations or the Guaranteed Obligations; (h) any cancellation, renunciation or surrender of any pledge, guaranty or any debt instrument evidencing the Obligations or the Guaranteed Obligations; (i) any Agent’s, any Issuing Bank’s or any Lender’s vote, claim, distribution, election, acceptance, action or inaction in any proceeding under any Insolvency Proceeding related to the Obligations or the Guaranteed Obligations; or (j) any other action or circumstance, other than payment, which might otherwise constitute a defense available to, or a discharge of, any Borrower in respect of its Guaranteed Obligations (other than the defense of payment in full). The guarantees contained in this Section 7.7 shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Guaranteed Obligation is rescinded or must otherwise be returned by the Agents any Agent, any Issuing Bank or any Lender upon the insolvency, bankruptcy or reorganization of any Loan Party or otherwise, all as though such payment had not been made.

Guarantees Absolute. Each Borrower guarantees The Guarantors guarantee that the Guaranteed Obligations will be paid strictly in accordance with the terms hereof, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Lenders with respect thereto. The liability of each Borrower the Guarantors under its respective guaranty their guarantees of the Guaranteed Obligations shall be absolute and unconditional irrespective of: (a) any Loan Party’s lack of authorization, execution, validity or enforceability of this Agreement or any other Loan Document and any amendment hereof (with regard to such Guaranteed Obligations), or any other obligation, agreement or instrument relating thereto (it being agreed by each Borrower Guarantor that its Guaranteed Obligations shall not be discharged prior to Full Payment the final and complete satisfaction of all of the Obligations) or any failure to obtain any necessary governmental consent or approvals or necessary third party consents or approvals; (b) any Agent’s or any Lender’s exercise or enforcement of, or failure or delay in exercising or enforcing, legal proceedings to collect the Obligations or the Guaranteed Obligations or any power, right or remedy with respect to any of the Obligations or the Guaranteed Obligations, including (i) any suspension of any Agent’s or any Lender’s right to enforce any BorrowerGuarantor’s Guaranteed Obligations, or (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other amendment or waiver of or any consent to departure from this Agreement or the other Loan Documents (with regard to such Guaranteed Obligations) or any other agreement or instrument governing or evidencing any of the Guaranteed Obligations; (c) any exchange, release, unenforceability, non-opposability or non-perfection of any Collateral, or any release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change in ownership of any of the Loan PartyParties; (e) any acceptance of any partial payment(s) from any of the Loan PartyParties; (f) any insolvency, bankruptcy, reorganization, arrangement, adjustment, composition, assignment for the benefit of creditors, appointment of a receiver, interim receiver, receiver and manager, monitor or trustee for all or any part of any Loan Party’s Parties’ assets; (g) any assignment, participation or other transfer or reallocation, in whole or in partpart (whether or not subject to a conversion of an Advance of one type into an Advance of another type or a conversion from one currency to another), of any Agent’s or any Lender’s interest in and rights under this Agreement or any other Loan Document, or of any Agent’s or any Lender’s interest in the Obligations or the Guaranteed Obligations; (h) any cancellation, renunciation or surrender of any pledge, guaranty or any debt instrument evidencing the Obligations or the Guaranteed Obligations; (i) any Agent’s or any Lender’s vote, claim, distribution, election, acceptance, action or inaction in any proceeding under any Insolvency Proceeding the applicable Debtor Relief Law related to the Obligations or the Guaranteed Obligations; or (j) any other action or circumstance, other than payment, which might otherwise constitute a defense available to, or a discharge of, any Borrower in respect of its Guaranteed Obligations (other than the defense of payment in fullfull in cash). The guarantees contained in this Section 7.7 17 shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Guaranteed Obligation is rescinded or must otherwise be returned by the Agents any Agent or any Lender upon the insolvency, bankruptcy or reorganization of any Loan Party or otherwise, all as though such payment had not been made.

Guarantees Absolute. Each Borrower guarantees The Guarantors guarantee that the Guaranteed Obligations will be paid strictly in accordance with the terms hereof, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Lenders with respect thereto. The liability of each Borrower the Guarantors under its respective guaranty their guarantees of the Guaranteed Obligations shall be absolute and unconditional irrespective of: (a) i. any Loan Party’s lack of authorization, execution, validity or enforceability of this Agreement or any other Loan Document and any amendment hereof (with regard to such Guaranteed Obligations), or any other obligation, agreement or instrument relating thereto (it being agreed by each Borrower Guarantor that its Guaranteed Obligations shall not be discharged prior to Full Payment the final and complete satisfaction of all of the Obligations) or any failure to obtain any necessary governmental consent or approvals or necessary third party consents or approvals; (b) ii. any Agent’s or any Lender’s exercise or enforcement of, or failure or delay in exercising or enforcing, legal proceedings to collect the Obligations or the Guaranteed Obligations or any power, right or remedy with respect to any of the Obligations or the Guaranteed Obligations, including (i) any suspension of any Agent’s or any Lender’s right to enforce any BorrowerGuarantor’s Guaranteed Obligations, or (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other amendment or waiver of or any consent to departure from this Agreement or the other Loan Documents (with regard to such Guaranteed Obligations) or any other agreement or instrument governing or evidencing any of the Guaranteed Obligations; (c) iii. any exchange, release, unenforceability, non-opposability or non-perfection of any Collateral, or any release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) iv. any change in ownership of any of the Loan PartyParties; (e) v. any acceptance of any partial payment(s) from any of the Loan PartyParties; (f) vi. any insolvency, bankruptcy, reorganization, arrangement, adjustment, composition, assignment for the benefit of creditors, appointment of a receiver, interim receiver, receiver and manager, monitor or trustee for all or any part of any Loan Party’s Parties’ assets; (g) vii. any assignment, participation or other transfer or reallocation, in whole or in partpart (whether or not subject to a conversion of an Advance of one type into an Advance of another type or a conversion from one currency to another), of any Agent’s or any Lender’s interest in and rights under this Agreement or any other Loan Document, or of any Agent’s or any Lender’s interest in the Obligations or the Guaranteed Obligations; (h) viii. any cancellation, renunciation or surrender of any pledge, guaranty or any debt instrument evidencing the Obligations or the Guaranteed Obligations; (i) ix. any Agent’s or any Lender’s vote, claim, distribution, election, acceptance, action or inaction in any proceeding under any Insolvency Proceeding the applicable Debtor Relief Law related to the Obligations or the Guaranteed Obligations; or (j) x. any other action or circumstance, other than payment, which might otherwise constitute a defense available to, or a discharge of, any Borrower in respect of its Guaranteed Obligations (other than the defense of payment in fullfull in cash). The guarantees contained in this Section 7.7 shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Guaranteed Obligation is rescinded or must otherwise be returned by the Agents or any Lender upon the insolvency, bankruptcy or reorganization of any Loan Party or otherwise, all as though such payment had not been made.

Guarantees Absolute. Each The Guarantees of Holdings under this Agreement constitute present and continuing Guarantees of payment and not of collectibility of the Obligations, and shall be absolute, primary, present and unconditional, and to the extent permitted by applicable law, the Obligations shall not be subject to any counterclaim, setoff, reduction or defense based upon any claim Holdings may have against the Borrower, or any other Person, and shall remain in full force and effect without regard to, and shall not be released, discharged or in any way affected or impaired by any thing, event, happening, matter, circumstance or condition whatsoever (whether or not Holdings shall have any knowledge or notice thereof or shall consent thereto), including, without limitation: (1) any amendment or other modification of or supplement to any provision of this Agreement or the Subsidiary Guarantee or any of the Notes, or any assignment or transfer thereof, including without limitation any renewal or extension of the terms of payment of any of the Notes or the granting of time in respect of any payment thereof, or any furnishing or acceptance of security or any release of any security furnished or accepted for any of the Notes or in respect of the Obligations of Holdings hereunder; (2) any waiver, consent, extension, granting of time, forbearance, indulgence or other action or inaction under or in respect of this Agreement or the Subsidiary Guarantee or any of the Notes, or any exercise or nonexercise of any right, remedy or power in respect hereof or thereof; (3) any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or similar proceedings with respect to Holdings, the Borrower guarantees that or any other Person, or the Guaranteed Obligations will be paid strictly in accordance properties or creditors of any of them; (4) the occurrence of any Event of Default or event which, with the terms hereofgiving of notice and/or lapse of time, regardless would become an Event of Default, or any invalidity or any unenforceability of, or any misrepresentation, irregularity or other defect in, this Agreement or any of the Notes or any other agreement; (5) any transfer of any lawassets to or from Holdings or the Borrower, regulation including without limitation any transfer or order now purported transfer to Holdings or hereafter the Borrower from any Person, any invalidity, illegality of, or inability to enforce, any such transfer or purported transfer, any consolidation or merger of Holdings or the Borrower with or into any other corporation or entity, or any change whatsoever in effect the objects, capital structure, constitution or business of Holdings or the Borrower or any Affiliate or Subsidiary of Holdings or the Borrower; (6) any disposition by Holdings of any capital stock of the Borrower; (7) any failure on the part of the Borrower or any other Person to perform or comply with any term of the Notes, this Agreement, or any other agreement; (8) any suit or other action brought by any stockholder or creditor of, or by, Holdings, the Borrower or any other Person for any reason whatsoever, including without limitation any suit or action in any jurisdiction affecting way attacking or involving any of such terms issue, matter or the rights thing in respect of the Lenders with respect thereto. The liability of each Borrower under its respective guaranty of the Guaranteed Obligations shall be absolute and unconditional irrespective of: (a) any Loan Party’s lack of authorizationNotes, execution, validity or enforceability of this Agreement or any other Loan Document and agreement; (9) any amendment hereof lack or limitation of status or power, incapacity or disability of Holdings or the Borrower or of any officer, director or agent of Holdings or the Borrower or any of their respective stockholders; (with regard to such Guaranteed 10) the cessation from any cause whatsoever (other than payment of the Obligations) of liability of the Borrower; (11) the termination of, or release or compromise of this Agreement, any of the Notes or any other agreement (other than as a result of payment of the Obligations); (12) any lack or limitation of the genuineness, validity, regularity or enforceability of the Notes, this Agreement, the Other Agreements, any other documents and agreements executed or delivered in connection therewith or pursuant thereto, or any other obligationagreement; (13) any failure by any holder of Notes to take any steps to preserve their rights with respect to the Obligations; (14) any election by any holder of Notes, agreement or instrument relating thereto in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (it being agreed by each Borrower that its Guaranteed Obligations shall not be discharged prior to Full Payment 11 U.S.C. (S) 101 et seq.) (the “Bankruptcy Code”), of the application of Section 1l11(b)(2) of the Bankruptcy Code; (15) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of any of the Holders’ claims for repayment of the Obligations) or any failure to obtain any necessary governmental consent or approvals or necessary third party consents or approvals; (b) any Agent’s or any Lender’s exercise or enforcement of, or failure or delay in exercising or enforcing, legal proceedings to collect the Obligations or the Guaranteed Obligations or any power, right or remedy with respect to any of the Obligations or the Guaranteed Obligations, including (i) any suspension of any Agent’s or any Lender’s right to enforce any Borrower’s Guaranteed Obligations, ; or (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other amendment or waiver of or any consent to departure from this Agreement or the other Loan Documents (with regard to such Guaranteed Obligations) or any other agreement or instrument governing or evidencing any of the Guaranteed Obligations; (c) any exchange, release, unenforceability, non-opposability or non-perfection of any Collateral, or any release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change in ownership of any Loan Party; (e) any acceptance of any partial payment(s) from any Loan Party; (f) any insolvency, bankruptcy, reorganization, arrangement, adjustment, composition, assignment for the benefit of creditors, appointment of a receiver, interim receiver, receiver and manager, monitor or trustee for all or any part of any Loan Party’s assets; (g) any assignment, participation or other transfer or reallocation, in whole or in part, of any Agent’s or any Lender’s interest in and rights under this Agreement or any other Loan Document, or of any Agent’s or any Lender’s interest in the Obligations or the Guaranteed Obligations; (h) any cancellation, renunciation or surrender of any pledge, guaranty or any debt instrument evidencing the Obligations or the Guaranteed Obligations; (i) any Agent’s or any Lender’s vote, claim, distribution, election, acceptance, action or inaction in any proceeding under any Insolvency Proceeding related to the Obligations or the Guaranteed Obligations; or (j16) any other action thing, event, happening, matter, circumstance or circumstancecondition whatsoever, other than paymentnot in any way limited to the foregoing, which might otherwise constitute a defense available to, legal or a equitable discharge of, any Borrower in respect of its Guaranteed Obligations (other than the or defense of payment in full). The guarantees contained in this Section 7.7 shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Guaranteed Obligation is rescinded or must otherwise be returned by the Agents or any Lender upon the insolvency, bankruptcy or reorganization of any Loan Party or otherwise, all as though such payment had not been madea guarantor.

Guarantees Absolute. Each Borrower This Guarantee is irrevocable, absolute and unconditional. The Guarantor guarantees that the Guaranteed Obligations will be paid performed strictly in accordance with the terms hereofof this Indenture, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Lenders Trustee or the Holders with respect thereto. The liability obligations of each Borrower the Guarantor under its respective guaranty this Guarantee are independent of the Guaranteed Obligations Obligations, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guarantee, irrespective of whether any action is brought against the Issuer or any other guarantor or whether the Issuer or any other guarantor is joined in any such action or actions. The liability of the Guarantor under this Guarantee shall be absolute and unconditional irrespective of: (a) any Loan Party’s lack of authorizationvalidity, execution, validity regularity or enforceability of this Agreement Indenture or the Securities of any series with respect to the Issuer or any other Loan Document and any amendment hereof (with regard to such Guaranteed Obligations), or any other obligation, agreement or instrument relating thereto (it being agreed by each Borrower that its Guaranteed Obligations shall not be discharged prior to Full Payment of all of the Obligations) or any failure to obtain any necessary governmental consent or approvals or necessary third party consents or approvalsthereto; (b) any Agent’s or any Lender’s exercise or enforcement of, or failure or delay in exercising or enforcing, legal proceedings to collect the Obligations or the Guaranteed Obligations or any power, right or remedy with respect to any of the Obligations or the Guaranteed Obligations, including (i) any suspension of any Agent’s or any Lender’s right to enforce any Borrower’s Guaranteed Obligations, or (ii) any change in the time, manner or place of payment of, or in any other term of, all or of any of the Guaranteed Obligations Obligations, or any other amendment or waiver of or any consent to departure from this Agreement or the other Loan Documents (with regard to such Guaranteed Obligations) or any other agreement or instrument governing or evidencing any of the Guaranteed ObligationsIndenture; (c) any exchange, release, unenforceability, non-opposability the failure to give notice to the Guarantor of the occurrence of a default under the provisions of this Indenture or non-perfection the Securities of any Collateralseries; (d) any taking, or any release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change in ownership of any Loan Party; (e) any acceptance failure, omission, delay by or inability on the part of the Trustee or the Holders to assert or exercise any right, power or remedy conferred on the Trustee or the Holders in this Indenture or the Securities of any partial payment(s) from any Loan Partyseries; (f) any change in the corporate or other structure, or termination, dissolution, consolidation or merger of the Issuer or the Guarantor with or into any other entity, the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets of the Issuer or the Guarantor, the marshaling of the assets and liabilities of the Issuer or the Guarantor, the receivership, insolvency, bankruptcy, reorganization, arrangement, adjustment, composition, assignment for the benefit of creditors, appointment of a receiverreorganization, interim receiverarrangement, receiver and managercomposition with creditors, monitor or trustee for all readjustments of, or other or other similar proceedings affecting the Issuer or the Guarantor, or any part of the assets of any Loan Party’s assetsof them; (g) the election by the Trustee or any assignmentof the Holders in any proceeding under Chapter 11 of Title 11 of the United States Code (the "Bankruptcy Code") of the application of Section 1111(b)(2) of the Bankruptcy Code, participation any borrowing or other transfer or reallocationgrant of a security interest by the Issuer, in whole or in partas debtor-in- possession, under Section 364 of the Bankruptcy Code, the disallowance, under Section 502 of the Bankruptcy Code, of any Agent’s all or any Lender’s interest in and rights under this Agreement portion of the claims of the Trustee or any other Loan Documentof the Holders for payment of any of the Securities of any series, any waiver or consent by the Holder of such Security or by the Trustee with respect to any provisions thereof or of any Agent’s or any Lender’s interest in the Obligations or the Guaranteed Obligationsthis Indenture; (h) any cancellation, renunciation or surrender the assignment of any pledgeright, guaranty title or interest of the Trustee or any debt instrument evidencing the Obligations Holder in this Indenture or the Guaranteed Obligations;Securities of any series to any other Person; or (i) any Agent’s other event or circumstance (including any Lender’s votestatute of limitations), claimwhether foreseen or unforeseen and whether similar or dissimilar to any of the foregoing, distribution, election, acceptance, action or inaction in any proceeding under any Insolvency Proceeding related to the Obligations or the Guaranteed Obligations; or (j) any other action or circumstance, other than payment, which that might otherwise constitute a defense available to, or a discharge of, any Borrower the Issuer or the Guarantor, other than performance in respect full of its the Guaranteed Obligations (other than for the defense payment of money; it being the intent of the Guarantor that its obligations hereunder shall not be discharged except by payment in full)of all amounts owing pursuant to this Indenture or the Securities of any series. The guarantees contained in this Section 7.7 This Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time any payment or performance with respect to any of any the Guaranteed Obligation Obligations is rescinded or must otherwise be returned by the Agents Trustee, any Holder or any Lender other Person upon the insolvency, bankruptcy or reorganization of any Loan Party the Issuer or otherwise, all as though such payment or performance had not been mademade or occurred. The obligations of the Guarantor under this Guarantee shall not be subject to reduction, termination or other impairment by any set-off, recoupment, counterclaim or defense or for any other reason.

Guarantees Absolute. Each Borrower guarantees that The Guarantees of Holdings under this Agreement constitute present and continuing Guarantees of payment and not of collectibility of the Guaranteed Obligations will Obligations, and shall be paid strictly in accordance with absolute, primary, present and unconditional, and to the terms hereof, regardless of any extent permitted by applicable law, regulation the Obligations shall not be subject to any counterclaim, setoff, reduction or order now defense based upon any claim Holdings may have against the Borrower, or hereafter any other Person, and shall remain in full force and effect without regard to, and shall not be released, discharged or in any jurisdiction affecting way affected or impaired by any of such terms thing, event, happening, matter, circumstance or the rights of the Lenders with respect condition whatsoever (whether or not Holdings shall have any knowledge or notice thereof or shall consent thereto. The liability of each Borrower under its respective guaranty of the Guaranteed Obligations shall be absolute and unconditional irrespective of: ), including, without limitation: (a1) any Loan Party’s lack amendment or other modification of authorization, execution, validity or enforceability supplement to any provision of this Agreement or any other Loan Document and any amendment hereof (with regard to such Guaranteed Obligations), or any other obligation, agreement or instrument relating thereto (it being agreed by each Borrower that its Guaranteed Obligations shall not be discharged prior to Full Payment of all of the Obligations) or any failure to obtain any necessary governmental consent or approvals or necessary third party consents or approvals; (b) any Agent’s or any Lender’s exercise or enforcement of, or failure or delay in exercising or enforcing, legal proceedings to collect the Obligations or the Guaranteed Obligations or any power, right or remedy with respect to any of the Obligations or the Guaranteed Obligations, including (i) any suspension of any Agent’s or any Lender’s right to enforce any Borrower’s Guaranteed Obligations, or (ii) any change in the time, manner or place of payment of, or in any other term of, all Subsidiary Guarantees or any of the Guaranteed Obligations Notes, or any other amendment assignment or waiver transfer thereof, including without limitation any renewal or extension of the terms of payment of any of the Notes or the granting of time in respect of any payment thereof, or any consent to departure from furnishing or acceptance of security or any release of any security furnished or accepted for any of the Notes or in respect of the Obligations of Holdings hereunder; (2) any waiver, consent, extension, granting of time, forbearance, indulgence or other action or inaction under or in respect of this Agreement or the other Loan Documents (with regard to such Guaranteed Obligations) or any other agreement or instrument governing or evidencing any of the Guaranteed Obligations; (c) any exchange, release, unenforceability, non-opposability or non-perfection of any Collateral, or any release or amendment or waiver of or consent to departure from any other guaranty, for all Subsidiary Guarantees or any of the Guaranteed Obligations; Notes, or any exercise or nonexercise of any right, remedy or power in respect hereof or thereof; (d3) any change in ownership of any Loan Party; (e) any acceptance of any partial payment(s) from any Loan Party; (f) any bankruptcy, insolvency, bankruptcy, reorganization, arrangement, adjustmentreadjustment, composition, assignment for liquidation or similar proceedings with respect to Holdings, the benefit of creditorsBorrower, appointment of a receiver, interim receiver, receiver and manager, monitor or trustee for all the Subsidiary Guarantors or any part other Person, or the properties or creditors of any Loan Party’s assets; of them; (g4) the occurrence of any assignmentEvent of Default or event which, participation with the giving of notice and/or lapse of time, would become an Event of Default, or any invalidity or any unenforceability of, or any misrepresentation, irregularity or other transfer or reallocationdefect in, in whole or in part, of any Agent’s or any Lender’s interest in and rights under this Agreement or any of the Notes or any other Loan Documentagreement; (5) any transfer of any assets to or from Holdings, any Subsidiary Guarantor or the Borrower, including without limitation any transfer or purported transfer to Holdings, any Subsidiary Guarantor or the Borrower from any Person, any invalidity, illegality of, or inability to enforce, any such transfer or purported transfer, any consolidation or merger of Holdings, any Subsidiary Guarantor or the Borrower with or into any other corporation or entity, or any change whatsoever in the objects, capital structure, constitution or business of Holdings, any Subsidiary Guarantor or the Borrower or any Affiliate or Subsidiary of Holdings, any Subsidiary Guarantor or the Borrower; (6) any disposition by Holdings of any capital stock of the Borrower; (7) any failure on the part of the Borrower, any Subsidiary Guarantor or any other Person to perform or comply with any term of the Notes, this Agreement, any Subsidiary Guarantee or any other agreement; (8) any suit or other action brought by any stockholder or creditor of, or by, Holdings, the Borrower, any Subsidiary Guarantor or any other Person for any reason whatsoever, including without limitation any suit or action in any way attacking or involving any issue, matter or thing in respect of the Notes, this Agreement, any Subsidiary Guarantee or any other agreement; (9) any lack or limitation of status or power, incapacity or disability of Holdings or the Borrower or of any Agent’s officer, director or agent of Holdings or the Borrower or any Lender’s interest in of their respective stockholders; (10) the Obligations cessation from any cause whatsoever (other than payment of the Obligations) of liability of the Borrower; (11) the termination of, or release or compromise of this Agreement, any of the Guaranteed Notes, any Subsidiary Guarantee or any other agreement (other than as a result of payment of the Obligations; ); (h12) any cancellationlack or limitation of the genuineness, renunciation validity, regularity or surrender enforceability of the Notes, this Agreement, the Other Agreements, any pledgeSubsidiary Guarantee any other documents and agreements executed or delivered in connection therewith or pursuant thereto, guaranty or any debt instrument evidencing the Obligations or the Guaranteed Obligations; other agreement; (i13) any Agent’s or failure by any Lender’s voteholder of Notes to take any steps to preserve their rights with respect to the Obligations; (14) any election by any holder of Notes, claim, distribution, election, acceptance, action or inaction in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. (S) 101 et seq.) (the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code; (15) the disallowance, under Section 502 of the Bankruptcy Code, of all or any Insolvency Proceeding related to portion of any of the Obligations or Holders claims for repayment of the Guaranteed Obligations; or or (j16) any other action thing, event, happening, matter, circumstance or circumstancecondition whatsoever, other than paymentnot in any way limited to the foregoing, which might otherwise constitute a defense available to, legal or a equitable discharge of, any Borrower in respect of its Guaranteed Obligations (other than the or defense of payment in full). The guarantees contained in this Section 7.7 shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Guaranteed Obligation is rescinded or must otherwise be returned by the Agents or any Lender upon the insolvency, bankruptcy or reorganization of any Loan Party or otherwise, all as though such payment had not been madea guarantor.

Guarantees Absolute. Each Borrower guarantees Guaranty is irrevocable, absolute and unconditional. The Guarantors, jointly and severally, guarantee that the Guaranteed Obligations will be paid performed strictly in accordance with the terms hereofof this Indenture, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Lenders Trustee or the Holders with respect thereto. The liability obligations of each Borrower the Guarantors under its respective guaranty these Guarantees are independent of the Guaranteed Obligations Obligations, and a separate action or actions may be brought and prosecuted against such Guarantor to enforce these Guarantees, irrespective of whether any action is brought against the Issuer or any other guarantor or whether the Issuer or any other guarantor is joined in any such action or actions. The liability of the Guarantors under these Guarantees shall be absolute and unconditional irrespective of: (a) any Loan Party’s lack of authorizationvalidity, execution, validity regularity or enforceability of this Agreement Indenture or the Securities of any series with respect to the Issuer or any other Loan Document and any amendment hereof (with regard to such Guaranteed Obligations), or any other obligation, agreement or instrument relating thereto (it being agreed by each Borrower that its Guaranteed Obligations shall not be discharged prior to Full Payment of all of the Obligations) or any failure to obtain any necessary governmental consent or approvals or necessary third party consents or approvalsthereto; (b) any Agent’s or any Lender’s exercise or enforcement of, or failure or delay in exercising or enforcing, legal proceedings to collect the Obligations or the Guaranteed Obligations or any power, right or remedy with respect to any of the Obligations or the Guaranteed Obligations, including (i) any suspension of any Agent’s or any Lender’s right to enforce any Borrower’s Guaranteed Obligations, or (ii) any change in the time, manner or place of payment of, or in any other term of, all or of any of the Guaranteed Obligations Obligations, or any other amendment or waiver of or any consent to departure from this Agreement or the other Loan Documents (with regard to such Guaranteed Obligations) or any other agreement or instrument governing or evidencing any of the Guaranteed ObligationsIndenture; (c) any exchange, release, unenforceability, non-opposability the failure to give notice to the Guarantors of the occurrence of a default under the provisions of this Indenture or non-perfection the Securities of any Collateralseries; (d) any taking, or any release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change in ownership of any Loan Party; (e) any acceptance failure, omission, delay by or inability on the part of the Trustee or the Holders to assert or exercise any right, power or remedy conferred on the Trustee or the Holders in this Indenture or the Securities of any partial payment(s) from any Loan Partyseries; (f) any change in the corporate or other structure, or termination, dissolution, consolidation or merger of the Issuer or any Guarantor with or into any other entity, the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets of the Issuer or any Guarantor, the marshaling of the assets and liabilities of the Issuer or any Guarantor, the receivership, insolvency, bankruptcy, reorganization, arrangement, adjustment, composition, assignment for the benefit of creditors, appointment of a receiverreorganization, interim receiverarrangement, receiver and managercomposition with creditors, monitor or trustee for all readjustments of, or other or other similar proceedings affecting the Issuer or any part Guarantor, or any of the assets of any Loan Party’s assetsof them; (g) the election by the Trustee or any assignmentof the Holders in any proceeding under Chapter 11 of Title 11 of the United States Code (the "Bankruptcy Code") of the application of Section 1111(b)(2) of the Bankruptcy Code, participation any borrowing or other transfer or reallocationgrant of a security interest by the Issuer, in whole or in partas debtor-in-possession, under Section 364 of the Bankruptcy Code, the disallowance, under Section 502 of the Bankruptcy Code, of any Agent’s all or any Lender’s interest in and rights under this Agreement portion of the claims of the Trustee or any other Loan Documentof the Holders for payment of any of the Securities of any series, any waiver or consent by the Holder of such Security or by the Trustee with respect to any provisions thereof or of any Agent’s or any Lender’s interest in the Obligations or the Guaranteed Obligationsthis Indenture; (h) any cancellation, renunciation or surrender the assignment of any pledgeright, guaranty title or interest of the Trustee or any debt instrument evidencing the Obligations Holder in this Indenture or the Guaranteed Obligations;Securities of any series to any other Person; or (i) any Agent’s other event or circumstance (including any Lender’s votestatute of limitations), claimwhether foreseen or unforeseen and whether similar or dissimilar to any of the foregoing, distribution, election, acceptance, action or inaction in any proceeding under any Insolvency Proceeding related to the Obligations or the Guaranteed Obligations; or (j) any other action or circumstance, other than payment, which that might otherwise constitute a defense available to, or a discharge of, the Issuer or any Borrower Guarantor, other than performance in respect full of its the Guaranteed Obligations (other than for the defense payment of money; it being the intent of any Guarantor that its obligations hereunder shall not be discharged except by payment in full)of all amounts owing pursuant to this Indenture or the Securities of any series. The guarantees contained in this Section 7.7 These Guarantees shall continue to be effective or be reinstated, as the case may be, if at any time any payment or performance with respect to any of any the Guaranteed Obligation Obligations is rescinded or must otherwise be returned by the Agents Trustee, any Holder or any Lender other Person upon the insolvency, bankruptcy or reorganization of any Loan Party the Issuer or otherwise, all as though such payment or performance had not been mademade or occurred. The obligations of the Guarantors under these Guarantees shall not be subject to reduction, termination or other impairment by any set-off, recoupment, counterclaim or defense or for any other reason.

Guarantees Absolute. Each Borrower guarantees that The Guarantees of Holdings under this ------------------- Agreement constitute present and continuing Guarantees of payment and not of collectibility of the Guaranteed Obligations will Obligations, and shall be paid strictly in accordance with absolute, primary, present and unconditional, and to the terms hereof, regardless of any extent permitted by applicable law, regulation the Obligations shall not be subject to any counterclaim, setoff, reduction or order now defense based upon any claim Holdings may have against the Borrower, or hereafter any other Person, and shall remain in full force and effect without regard to, and shall not be released, discharged or in any jurisdiction affecting way affected or impaired by any of such terms thing, event, happening, matter, circumstance or the rights of the Lenders with respect condition whatsoever (whether or not Holdings shall have any knowledge or notice thereof or shall consent thereto. The liability of each Borrower under its respective guaranty of the Guaranteed Obligations shall be absolute and unconditional irrespective of), including, without limitation: (a1) any Loan Party’s lack amendment or other modification of authorizationor supplement to any provision of this Agreement or the Subsidiary Guarantee or any of the Notes, executionor any assignment or transfer thereof, validity including without limitation any renewal or enforceability extension of the terms of payment of any of the Notes or the granting of time in respect of any payment thereof, or any furnishing or acceptance of security or any release of any security furnished or accepted for any of the Notes or in respect of the Obligations of Holdings hereunder; (2) any waiver, consent, extension, granting of time, forbearance, indulgence or other action or inaction under or in respect of this Agreement or the Subsidiary Guarantee or any of the Notes, or any exercise or nonexercise of any right, remedy or power in respect hereof or thereof; (3) any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or similar proceedings with respect to Holdings, the Borrower or any other Person, or the properties or creditors of any of them; (4) the occurrence of any Event of Default or event which, with the giving of notice and/or lapse of time, would become an Event of Default, or any invalidity or any unenforceability of, or any misrepresentation, irregularity or other defect in, this Agreement or any of the Notes or any other agreement; (5) any transfer of any assets to or from Holdings or the Borrower, including without limitation any transfer or purported transfer to Holdings or the Borrower from any Person, any invalidity, illegality of, or inability to enforce, any such transfer or purported transfer, any consolidation or merger of Holdings or the Borrower with or into any other corporation or entity, or any change whatsoever in the objects, capital structure, constitution or business of Holdings or the Borrower or any Affiliate or Subsidiary of Holdings or the Borrower; (6) any disposition by Holdings of any capital stock of the Borrower; (7) any failure on the part of the Borrower or any other Person to perform or comply with any term of the Notes, this Agreement, or any other agreement; (8) any suit or other action brought by any stockholder or creditor of, or by, Holdings, the Borrower or any other Person for any reason whatsoever, including without limitation any suit or action in any way attacking or involving any issue, matter or thing in respect of the Notes, this Agreement or any other Loan Document and agreement; (9) any amendment hereof lack or limitation of status or power, incapacity or disability of Holdings or the Borrower or of any officer, director or agent of Holdings or the Borrower or any of their respective stockholders; (with regard to such Guaranteed 10) the cessation from any cause whatsoever (other than payment of the Obligations) of liability of the Borrower; (11) the termination of, or release or compromise of this Agreement, any of the Notes or any other agreement (other than as a result of payment of the Obligations); (12) any lack or limitation of the genuineness, validity, regularity or enforceability of the Notes, this Agreement, the Other Agreements, any other documents and agreements executed or delivered in connection therewith or pursuant thereto, or any other obligationagreement; (13) any failure by any holder of Notes to take any steps to preserve their rights with respect to the Obligations; (14) any election by any holder of Notes, agreement or instrument relating thereto in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (it being agreed by each Borrower that its Guaranteed Obligations shall not be discharged prior to Full Payment 11 U.S.C. (S) 101 et seq.) (the "Bankruptcy Code"), of the application of Section 1l11(b)(2) -- --- of the Bankruptcy Code; (15) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of any of the Holders' claims for repayment of the Obligations) or any failure to obtain any necessary governmental consent or approvals or necessary third party consents or approvals; (b) any Agent’s or any Lender’s exercise or enforcement of, or failure or delay in exercising or enforcing, legal proceedings to collect the Obligations or the Guaranteed Obligations or any power, right or remedy with respect to any of the Obligations or the Guaranteed Obligations, including (i) any suspension of any Agent’s or any Lender’s right to enforce any Borrower’s Guaranteed Obligations, ; or (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other amendment or waiver of or any consent to departure from this Agreement or the other Loan Documents (with regard to such Guaranteed Obligations) or any other agreement or instrument governing or evidencing any of the Guaranteed Obligations; (c) any exchange, release, unenforceability, non-opposability or non-perfection of any Collateral, or any release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change in ownership of any Loan Party; (e) any acceptance of any partial payment(s) from any Loan Party; (f) any insolvency, bankruptcy, reorganization, arrangement, adjustment, composition, assignment for the benefit of creditors, appointment of a receiver, interim receiver, receiver and manager, monitor or trustee for all or any part of any Loan Party’s assets; (g) any assignment, participation or other transfer or reallocation, in whole or in part, of any Agent’s or any Lender’s interest in and rights under this Agreement or any other Loan Document, or of any Agent’s or any Lender’s interest in the Obligations or the Guaranteed Obligations; (h) any cancellation, renunciation or surrender of any pledge, guaranty or any debt instrument evidencing the Obligations or the Guaranteed Obligations; (i) any Agent’s or any Lender’s vote, claim, distribution, election, acceptance, action or inaction in any proceeding under any Insolvency Proceeding related to the Obligations or the Guaranteed Obligations; or (j16) any other action thing, event, happening, matter, circumstance or circumstancecondition whatsoever, other than paymentnot in any way limited to the foregoing, which might otherwise constitute a defense available to, legal or a equitable discharge of, any Borrower in respect of its Guaranteed Obligations (other than the or defense of payment in full). The guarantees contained in this Section 7.7 shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Guaranteed Obligation is rescinded or must otherwise be returned by the Agents or any Lender upon the insolvency, bankruptcy or reorganization of any Loan Party or otherwise, all as though such payment had not been madea guarantor.

Guarantees Absolute. Each Borrower guarantees Guaranty is irrevocable, absolute and unconditional. The Guarantors, jointly and severally, guarantee that the Guaranteed Obligations will be paid performed strictly in accordance with the terms hereofof this Indenture, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Lenders Trustee or the Holders with respect thereto. The liability obligations of each Borrower the Guarantors under its respective guaranty these Guarantees are independent of the Guaranteed Obligations Obligations, and a separate action or actions may be brought and prosecuted against such Guarantor to enforce these Guarantees, irrespective of whether any action is brought against the Issuer or any other guarantor or whether the Issuer or any other guarantor is joined in any such action or actions. The liability of the Guarantors under these Guarantees shall be absolute and unconditional irrespective of: (a) any Loan Party’s lack of authorizationvalidity, execution, validity regularity or enforceability of this Agreement Indenture or the Securities with respect to the Issuer or any other Loan Document and any amendment hereof (with regard to such Guaranteed Obligations), or any other obligation, agreement or instrument relating thereto (it being agreed by each Borrower that its Guaranteed Obligations shall not be discharged prior to Full Payment of all of the Obligations) or any failure to obtain any necessary governmental consent or approvals or necessary third party consents or approvalsthereto; (b) any Agent’s or any Lender’s exercise or enforcement of, or failure or delay in exercising or enforcing, legal proceedings to collect the Obligations or the Guaranteed Obligations or any power, right or remedy with respect to any of the Obligations or the Guaranteed Obligations, including (i) any suspension of any Agent’s or any Lender’s right to enforce any Borrower’s Guaranteed Obligations, or (ii) any change in the time, manner or place of payment of, or in any other term of, all or of any of the Guaranteed Obligations Obligations, or any other amendment or waiver of or any consent to departure from this Agreement or the other Loan Documents (with regard to such Guaranteed Obligations) or any other agreement or instrument governing or evidencing any of the Guaranteed ObligationsIndenture; (c) the failure to give notice to the Guarantors of the occurrence of a default under the provisions of this Indenture or the Securities; (d) any exchangetaking, release, unenforceability, non-opposability or non-perfection of any Collateral, or any release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change in ownership of any Loan Party; (e) any acceptance failure, omission, delay by or inability on the part of the Trustee or the Holders to assert or exercise any partial payment(s) from any Loan Partyright, power or remedy conferred on the Trustee or the Holders in this Indenture or the Securities; (f) any change in the corporate or other structure, or termination, dissolution, consolidation or merger of the Issuer or any Guarantor with or into any other entity, the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets of the Issuer or any Guarantor, the marshaling of the assets and liabilities of the Issuer or any Guarantor, the receivership, insolvency, bankruptcy, reorganization, arrangement, adjustment, composition, assignment for the benefit of creditors, appointment of a receiverreorganization, interim receiverarrangement, receiver and managercomposition with creditors, monitor or trustee for all readjustments of, or other or other similar proceedings affecting the Issuer or any part Guarantor, or any of the assets of any Loan Party’s assetsof them; (g) the election by the Trustee or any assignmentof the Holders in any proceeding under Chapter 11 of Title 11 of the United States Code (the "Bankruptcy Code") of the application of Section 1111(b)(2) of the Bankruptcy Code, participation any borrowing or other transfer or reallocationgrant of a security interest by the Issuer, in whole or in partas debtor-in-possession, under Section 364 of the Bankruptcy Code, the disallowance, under Section 502 of the Bankruptcy Code, of any Agent’s all or any Lender’s interest in and rights under this Agreement portion of the claims of the Trustee or any other Loan Documentof the Holders for payment of any of the Securities, any waiver or consent by the Holder of such Security or by the Trustee with respect to any provisions thereof or of any Agent’s or any Lender’s interest in the Obligations or the Guaranteed Obligationsthis Indenture; (h) any cancellation, renunciation or surrender the assignment of any pledgeright, guaranty title or interest of the Trustee or any debt instrument evidencing the Obligations Holder in this Indenture or the Guaranteed Obligations;Securities to any other Person; or (i) any Agent’s other event or circumstance (including any Lender’s votestatute of limitations), claimwhether foreseen or unforeseen and whether similar or dissimilar to any of the foregoing, distribution, election, acceptance, action or inaction in any proceeding under any Insolvency Proceeding related to the Obligations or the Guaranteed Obligations; or (j) any other action or circumstance, other than payment, which that might otherwise constitute a defense available to, or a discharge of, the Issuer or any Borrower Guarantor, other than performance in respect full of its the Guaranteed Obligations (other than for the defense payment of money; it being the intent of any Guarantor that its obligations hereunder shall not be discharged except by payment in full)of all amounts owing pursuant to this Indenture or the Securities. The guarantees contained in this Section 7.7 These Guarantees shall continue to be effective or be reinstated, as the case may be, if at any time any payment or performance with respect to any of any the Guaranteed Obligation Obligations is rescinded or must otherwise be returned by the Agents Trustee, any Holder or any Lender other Person upon the insolvency, bankruptcy or reorganization of any Loan Party the Issuer or otherwise, all as though such payment or performance had not been mademade or occurred. The obligations of the Guarantors under these Guarantees shall not be subject to reduction, termination or other impairment by any set-off, recoupment, counterclaim or defense or for any other reason.

Guarantees Absolute. Each Borrower This Guarantee is irrevocable, absolute and unconditional. The Guarantor guarantees that the Guaranteed Obligations will be paid performed strictly in accordance with the terms hereofof this Indenture, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Lenders Trustee or the Holders with respect thereto. The liability obligations of each Borrower the Guarantor under its respective guaranty this Guarantee are independent of the Guaranteed Obligations Obligations, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guarantee, irrespective of whether any action is brought against the Issuer or any other guarantor or whether the Issuer or any other guarantor is joined in any such action or actions. The liability of the Guarantor under this Guarantee shall be absolute and unconditional irrespective of: (a) any Loan Party’s lack of authorizationvalidity, execution, validity regularity or enforceability of this Agreement Indenture or the Securities of any series with respect to the Issuer or any other Loan Document and any amendment hereof (with regard to such Guaranteed Obligations), or any other obligation, agreement or instrument relating thereto (it being agreed by each Borrower that its Guaranteed Obligations shall not be discharged prior to Full Payment of all of the Obligations) or any failure to obtain any necessary governmental consent or approvals or necessary third party consents or approvalsthereto; (b) any Agent’s or any Lender’s exercise or enforcement of, or failure or delay in exercising or enforcing, legal proceedings to collect the Obligations or the Guaranteed Obligations or any power, right or remedy with respect to any of the Obligations or the Guaranteed Obligations, including (i) any suspension of any Agent’s or any Lender’s right to enforce any Borrower’s Guaranteed Obligations, or (ii) any change in the time, manner or place of payment of, or in any other term of, all or of any of the Guaranteed Obligations Obligations, or any other amendment or waiver of or any consent to departure from this Agreement or the other Loan Documents (with regard to such Guaranteed Obligations) or any other agreement or instrument governing or evidencing any of the Guaranteed ObligationsIndenture; (c) any exchange, release, unenforceability, non-opposability the failure to give notice to the Guarantor of the occurrence of a default under the provisions of this Indenture or non-perfection the Securities of any Collateralseries; (d) any taking, or any release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change in ownership of any Loan Party; (e) any acceptance failure, omission, delay by or inability on the part of the Trustee or the Holders to assert or exercise any right, power or remedy conferred on the Trustee or the Holders in this Indenture or the Securities of any partial payment(s) from any Loan Partyseries; (f) any change in the corporate or other structure, or termination, dissolution, consolidation or merger of the Issuer or the Guarantor with or into any other entity, the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets of the Issuer or the Guarantor, the marshaling of the assets and liabilities of the Issuer or the Guarantor, the receivership, insolvency, bankruptcy, reorganization, arrangement, adjustment, composition, assignment for the benefit of creditors, appointment of a receiverreorganization, interim receiverarrangement, receiver and managercomposition with creditors, monitor or trustee for all readjustments of, or other or other similar proceedings affecting the Issuer or the Guarantor, or any part of the assets of any Loan Party’s assetsof them; (g) the election by the Trustee or any assignmentof the Holders in any proceeding under Chapter 11 of Title 11 of the United States Code (the "Bankruptcy Code") of the application of Section 1111(b)(2) of the Bankruptcy Code, participation any borrowing or other transfer or reallocationgrant of a security interest by the Issuer, in whole or in partas debtor-in-possession, under Section 364 of the Bankruptcy Code, the disallowance, under Section 502 of the Bankruptcy Code, of any Agent’s all or any Lender’s interest in and rights under this Agreement portion of the claims of the Trustee or any other Loan Documentof the Holders for payment of any of the Securities of any series, any waiver or consent by the Holder of such Security or by the Trustee with respect to any provisions thereof or of any Agent’s or any Lender’s interest in the Obligations or the Guaranteed Obligationsthis Indenture; (h) any cancellation, renunciation or surrender the assignment of any pledgeright, guaranty title or interest of the Trustee or any debt instrument evidencing the Obligations Holder in this Indenture or the Guaranteed Obligations;Securities of any series to any other Person; or (i) any Agent’s other event or circumstance (including any Lender’s votestatute of limitations), claimwhether foreseen or unforeseen and whether similar or dissimilar to any of the foregoing, distribution, election, acceptance, action or inaction in any proceeding under any Insolvency Proceeding related to the Obligations or the Guaranteed Obligations; or (j) any other action or circumstance, other than payment, which that might otherwise constitute a defense available to, or a discharge of, any Borrower the Issuer or the Guarantor, other than performance in respect full of its the Guaranteed Obligations (other than for the defense payment of money; it being the intent of the Guarantor that its obligations hereunder shall not be discharged except by payment in full)of all amounts owing pursuant to this Indenture or the Securities of any series. The guarantees contained in this Section 7.7 This Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time any payment or performance with respect to any of any the Guaranteed Obligation Obligations is rescinded or must otherwise be returned by the Agents Trustee, any Holder or any Lender other Person upon the insolvency, bankruptcy or reorganization of any Loan Party the Issuer or otherwise, all as though such payment or performance had not been mademade or occurred. The obligations of the Guarantor under this Guarantee shall not be subject to reduction, termination or other impairment by any set-off, recoupment, counterclaim or defense or for any other reason.