Common use of Liability Not Lessened or Limited Clause in Contracts

Liability Not Lessened or Limited. Subject to the provisions hereof, the liability of the Guarantors under this ARTICLE X shall be absolute, unconditional and irrevocable irrespective of, and without being lessened or limited by: (a) any lack of validity, legality, effectiveness or enforceability of any of the agreements or instruments evidencing any of the Obligations of the Borrower; (b) the failure of the Agent or any Lender: (i) to assert any claim or demand or to enforce any right or remedy against the Borrower or any other Person (including any other guarantor) under the provisions of any of the agreements or instruments evidencing any of the Obligations of the Borrower, or otherwise, or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any of the Obligations of the Borrower; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations of the Borrower, or any other extension, compromise, indulgence or renewal of any Obligations of the Borrower; (d) any reduction, limitation, variation, impairment, discontinuance or termination of the Obligations of the Borrower for any reason (other than by reason of any payment which is not required to be rescinded), including any claim of waiver, release, discharge, surrender, alteration or compromise, and shall not be subject to (and the Borrower hereby waive any right to or claim of) any defence or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, the Obligations of the Borrower or otherwise (other than by reason of any payment which is not required to be rescinded);

Liability Not Lessened or Limited. Subject (a) Without prejudice to or in any way limiting or lessening the Guarantor’s liability under this Guarantee and without obtaining the consent of or giving notice to the provisions hereofGuarantor, the liability Noteholders, as applicable, may: (i) discontinue, reduce, increase, renew, abstain from renewing or otherwise vary the terms of the Guarantors under this ARTICLE X Guaranteed Obligations or the obligations of any Person relating thereto; (ii) supplement, amend, restate or substitute, in whole or in part, the Note Purchase Agreement, the Notes, any Other Guarantee or any other document relating to the foregoing; (iii) grant time, renewals, extensions, indulgences, releases and discharges to and accept compositions from or otherwise deal with the Principal Debtors and others, including the Guarantor and any other guarantor as the Noteholders may see fit; (iv) take, abstain from taking or perfecting, vary, exchange, renew, discharge, give up, realize on or otherwise deal with securities and guarantees in such manner as the Noteholders may see fit; and (v) apply all moneys received from the Principal Debtors or others or from securities or guarantees upon such parts of the Guaranteed Obligations as the Noteholders may see fit and change any such application in whole or in part from time to time. (b) This Guarantee shall not be absolute, unconditional and irrevocable irrespective of, and without being lessened discharged or limited otherwise affected by: (ai) any loss of capacity of any Principal Debtor; (ii) any change in the name of any Principal Debtor or in the objects, business, assets, capital structure or constitution of any Principal Debtor; (iii) the sale of any Principal Debtor’s business or any part thereof or any reorganization (whether by way of consolidation, amalgamation, merger, transfer, lease or otherwise); (iv) any lack of validity, legality, effectiveness or enforceability of the Note Purchase Agreement, the Notes, the Other Guarantees or any of the agreements other agreement or instruments evidencing any of the Obligations of the Borrowerinstrument referred to herein or therein; (bv) any default, failure or delay, willful or otherwise, on the part of the Company to perform or comply with, or the impossibility or illegality of performance by the Company of, any term of the Note Purchase Agreement, the Notes or any other agreement or instrument referred to therein; (vi) the failure of the Agent or any Lender: Noteholder (ix) to assert any claim or demand or to enforce any right or remedy against the Borrower or any other Person (including any other guarantor) Principal Debtor under the provisions of the Note Purchase Agreement, the Notes, the Other Guarantees or any of the agreements other agreement or instruments evidencing any of the Obligations of the Borrower, instrument referred to therein or otherwise, or (iiy) to exercise any right or remedy against any other guarantor of, or collateral securing, of any of the Obligations of the BorrowerGuaranteed Obligations; (cvii) any change in the time, manner suit or place of payment of, or in any other term of, all or any of the Obligations of the Borroweraction brought by, or any other extensionjudgment in favour of, compromiseany beneficiaries or creditors of, indulgence or renewal of any Obligations of the Borrower; (d) any reduction, limitation, variation, impairment, discontinuance or termination of the Obligations of the Borrower Principal Debtor 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 Note Purchase Agreement, the Notes, the Other Guarantees or any other agreement or instrument referred to therein; or (viii) any other circumstance (other than by reason the indefeasible payment in full of all Guaranteed Obligations) which might constitute in whole or in part a defence available to, or a legal or equitable discharge of, the Guarantor or the Principal Debtors in respect of the Guaranteed Obligations in any jurisdiction. Notwithstanding any such event, this Guarantee shall continue to apply to all Guaranteed Obligations whether heretofore, now or hereafter incurred. If any Principal Debtor amalgamates or merges with any Person, or all or substantially all of the property of any payment which is not required Principal Debtor becomes the property of another Person, this Guarantee shall extend and apply to be rescinded), including any claim of waiver, release, discharge, surrender, alteration or compromise, and shall not be subject to (and the Borrower hereby waive any right to or claim of) any defence or setoff, counterclaim, recoupment or termination whatsoever by reason equivalent liabilities of the invalidityamalgamated, illegalitymerged or other Person, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, which liabilities shall be included in the Obligations of the Borrower or otherwise (other than by reason of any payment which is not required to be rescinded);Guaranteed Obligations.

Liability Not Lessened or Limited. Subject to the provisions hereof, the liability of the Guarantors Borrower under this ARTICLE X guarantee shall be absolute, unconditional and irrevocable irrespective of, and without being lessened or limited by: (a) any lack of validity, legality, effectiveness or enforceability of any of the agreements or instruments evidencing any of the Secured Obligations of the Borrowerany Obligor; (b) the failure of the Agent or any LenderFinance Party: (i) to assert any claim or demand or to enforce any right or remedy against the Borrower any Obligor or any other Person (including any other guarantor) under the provisions of any of the agreements or instruments evidencing any of the Secured Obligations of the Borrowerany Obligor, or otherwise, or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any of the Secured Obligations of the Borrowerany Obligor; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations of the Borrowerany Obligor, or any other extension, compromise, indulgence or renewal of any Secured Obligations of the Borrowerany Obligor; (d) any reduction, limitation, variation, impairment, discontinuance or termination of the Secured Obligations of the Borrower any Obligor for any reason (other than by reason of any payment which is not required to be rescinded), including any claim of waiver, release, discharge, surrender, alteration or compromise, and shall not be subject to (and the Borrower hereby waive waives any right to or claim of) any defence or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, the Secured Obligations of the Borrower any Obligor or otherwise (other than by reason of any payment which is not required to be rescinded); (e) any amendment to, rescission, waiver or other modification of, or any consent to any departure from, any of the terms of any of the agreements or instruments evidencing any of the Secured Obligations of any Obligor or any other guarantees or security; (f) any addition, exchange, release, discharge, renewal, realization or non-perfection of any collateral security for the Secured Obligations of any Obligor or any amendment to, or waiver or release or addition of, or consent to departure from, any other guarantee held by the Administrative Agent or any of the other Finance Parties as security for any of the Secured Obligations of any Obligor; (g) the loss of or in respect of or the unenforceability of any other guarantee or other security which the Administrative Agent or any of the other Finance Parties may now or hereafter hold in respect of the Secured Obligations of any Obligor, whether occasioned by the fault of the Administrative Agent or any of the other Finance Parties or otherwise; (h) any change in the name of any Obligor, the articles of incorporation, capital structure, capacity or constitution of any Obligor, the bankruptcy or insolvency of any Obligor, the sale of any or all of the business or assets of any Obligor being consolidated, merged or amalgamated with any other Person; (i) any payment received on account of the Secured Obligations of any Obligor by the Administrative Agent or any of the other Finance Party that it is obliged to repay pursuant to any Applicable Law or for any other reason; or (j) any other circumstance which might otherwise constitute a defence available to, or a legal or equitable discharge of, any Obligor, any surety or any guarantor other than payment of any Direct Secured Obligation.

Liability Not Lessened or Limited. Subject to the provisions hereof, the liability of the Guarantors Guarantor under this ARTICLE X agreement shall be absolute, unconditional and irrevocable irrespective of, and without being lessened or limited by: (a) : any lack of validity, legality, effectiveness or enforceability of any of the agreements or instruments evidencing any of the Obligations of the Borrower; (b) Loan Document; the failure of the Agent or any LenderLenders: (i) to assert any claim or demand or to enforce any right or remedy against the Borrower or any other Person (including any other guarantor) under the provisions of any of the agreements or instruments evidencing any of the Obligations of the BorrowerLoan Document, or otherwise, or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any of the Obligations of the Borrower; (c) Obligations; any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations of the BorrowerObligations, or any other extension, compromise, indulgence or renewal of any Obligations of the Borrower; (d) Obligation; any reduction, limitation, variation, impairment, discontinuance or termination of the Obligations of the Borrower for any reason (other than by reason of any payment which is not required to be rescinded), including any claim of waiver, release, discharge, surrender, alteration or compromise, and shall not be subject to (and the Borrower Guarantor hereby waive waives any right to or claim of) any defence or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, the Obligations of the Borrower or otherwise (other than by reason of any payment which is not required to be rescinded);; any amendment to, rescission, waiver or other modification of, or any consent to any departure from, any of the terms of any Loan Document or any other guarantees or security; any addition, exchange, release, discharge, renewal, realization or non-perfection of any collateral security for the Obligations or any amendment to, or waiver or release or addition of, or consent to departure from, any other guarantee held by the Lenders as security for any of the Obligations; the loss of or the unenforceability of any other guarantee or other security which the Lenders may now or hereafter hold in respect of the Obligations, whether occasioned by the fault of the Lenders or otherwise; any change in the name of the Borrower or in the constating documents, capital structure, capacity or constitution of the Borrower, the bankruptcy or insolvency of the Borrower, the sale of any or all of the Borrower's business or assets or the Borrower being consolidated, merged or amalgamated with any other Person; or any other circumstance (other than final payment in full of all Obligations) which might otherwise constitute a defence available to, or a legal or equitable discharge of, the Borrower, any surety or any guarantor.

Liability Not Lessened or Limited. Subject to the provisions hereof, the liability of the Guarantors Borrower under this ARTICLE X guarantee shall be absolute, unconditional and irrevocable irrespective of, and without being lessened or limited by: (a) any lack of validity, legality, effectiveness or enforceability of any of the agreements or instruments evidencing any of the Secured Obligations of the Borrowerany Obligor; (b) the failure of the Agent or any LenderFinance Party: (i) to assert any claim or demand or to enforce any right or remedy against the Borrower any Obligor or any other Person (including any other guarantor) under the provisions of any of the agreements or instruments evidencing any of the Secured Obligations of the Borrowerany Obligor, or otherwise, or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any of the Secured Obligations of the Borrowerany Obligor; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations of the Borrowerany Obligor, or any other extension, compromise, indulgence or renewal of any Secured Obligations of the Borrowerany Obligor; (d) any reduction, limitation, variation, impairment, discontinuance or termination of the Secured Obligations of the Borrower any Obligor for any reason (other than by reason of any payment which is not required to be rescinded), including any claim of waiver, release, discharge, surrender, alteration or compromise, and shall not be subject to (and the Borrower hereby waive waives any right to or claim of) any defence or setoffset-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, the Secured Obligations of the Borrower any Obligor or otherwise (other than by reason of any payment which is not required to be rescinded); (e) any amendment to, rescission, waiver or other modification of, or any consent to any departure from, any of the terms of any of the agreements or instruments evidencing any of the Secured Obligations of any Obligor or any other guarantees or security; (f) any addition, exchange, release, discharge, renewal, realization or non-perfection of any collateral security for the Secured Obligations of any Obligor or any amendment to, or waiver or release or addition of, or consent to departure from, any other guarantee held by the Administrative Agent or any of the other Finance Parties as security for any of the Secured Obligations of any Obligor; (g) the loss of or in respect of or the unenforceability of any other guarantee or other security which the Administrative Agent or any of the other Finance Parties may now or hereafter hold in respect of the Secured Obligations of any Obligor, whether occasioned by the fault of the Administrative Agent or any of the other Finance Parties or otherwise; (h) any change in the name of any Obligor, the articles of incorporation, capital structure, capacity or constitution of any Obligor, the bankruptcy or insolvency of any Obligor, the sale of any or all of the business or assets of any Obligor being consolidated, merged or amalgamated with any other Person; (i) any payment received on account of the Secured Obligations of any Obligor by the Administrative Agent or any of the other Finance Party that it is obliged to repay pursuant to any Applicable Law or for any other reason; or (j) any other circumstance which might otherwise constitute a defence available to, or a legal or equitable discharge of, any Obligor, any surety or any guarantor other than payment of any Direct Secured Obligation.

Liability Not Lessened or Limited. Subject to the provisions hereofhereof and Section 2.12 in particular, the liability of the Guarantors Guarantor under this ARTICLE X agreement shall be absolute, unconditional and irrevocable irrespective of, and without being lessened or limited by: (a) any lack of validity, legality, effectiveness or enforceability of any of the agreements or instruments evidencing any of the Obligations of the BorrowerObligations; (b) the failure of the Agent or any Lender: (i) to assert any claim or demand or to enforce any right or remedy against the Borrower or any other Person (including any other guarantor) under the provisions of any of the agreements or instruments evidencing any of the Obligations of the BorrowerObligations, or otherwise, or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any of the Obligations of the BorrowerObligations; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations of the BorrowerObligations, or any other extension, compromise, indulgence or renewal of any Obligations of the BorrowerObligations; (d) any reduction, limitation, variation, impairment, discontinuance or termination of the Obligations of the Borrower for any reason (other than by reason of any payment which is not required to be rescinded), including any claim of waiver, release, discharge, surrender, alteration or compromise, and shall not be subject to (and the Borrower Guarantor hereby waive waives any right to or claim of) any defence or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, the Obligations of the Borrower or otherwise (other than by reason of any payment which is not required to be rescinded); (e) any amendment to, rescission, waiver or other modification of, or any consent to any departure from, any of the terms of any of the agreements or instruments evidencing any of the Obligations or any other guarantees or security; (f) any addition, exchange, release, discharge, renewal, realization or non-perfection of any collateral security for the Obligations or any amendment to, or waiver or release or addition of, or consent to departure from, any other guarantee held by the Lender as security for any of the Obligations; (g) the loss of or in respect of or the unenforceability of any other guarantee or other security which the Lender may now or hereafter hold in respect of the Obligations, whether occasioned by the fault of the Lender or otherwise; (h) any change in the name of the Borrower, constating documents, capital structure, capacity or constitution of the Borrower, the bankruptcy or insolvency of the Borrower, the sale of any or all of the business or assets of the Borrower or the Borrower being consolidated, merged or amalgamated with any other Person; (i) any payment received on account of the Obligations by the Lender that it is obliged to repay pursuant to any applicable law or for any other reason; or (j) any other circumstance which might otherwise constitute a defence available to, or a legal or equitable discharge of, the Borrower, any surety or any guarantor.

Liability Not Lessened or Limited. Subject to the provisions hereof, the liability of the Guarantors Borrower under this ARTICLE X guarantee shall be absolute, unconditional and irrevocable irrespective of, and without being lessened or limited by:: 286042.00038/115243826.6 (a) any lack of validity, legality, effectiveness or enforceability of any of the agreements or instruments evidencing any of the Secured Obligations of the Borrowerany Obligor; (b) the failure of the Agent or any LenderFinance Party: (i) to assert any claim or demand or to enforce any right or remedy against the Borrower any Obligor or any other Person (including any other guarantor) under the provisions of any of the agreements or instruments evidencing any of the Secured Obligations of the Borrowerany Obligor, or otherwise, or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any of the Secured Obligations of the Borrowerany Obligor; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations of the Borrowerany Obligor, or any other extension, compromise, indulgence or renewal of any Secured Obligations of the Borrowerany Obligor; (d) any reduction, limitation, variation, impairment, discontinuance or termination of the Secured Obligations of the Borrower any Obligor for any reason (other than by reason of any payment which is not required to be rescinded), including any claim of waiver, release, discharge, surrender, alteration or compromise, and shall not be subject to (and the Borrower hereby waive waives any right to or claim of) any defence or setoffset-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, the Secured Obligations of the Borrower any Obligor or otherwise (other than by reason of any payment which is not required to be rescinded); (e) any amendment to, rescission, waiver or other modification of, or any consent to any departure from, any of the terms of any of the agreements or instruments evidencing any of the Secured Obligations of any Obligor or any other guarantees or security; (f) any addition, exchange, release, discharge, renewal, realization or non-perfection of any collateral security for the Secured Obligations of any Obligor or any amendment to, or waiver or release or addition of, or consent to departure from, any other guarantee held by the Administrative Agent or any of the other Finance Parties as security for any of the Secured Obligations of any Obligor; (g) the loss of or in respect of or the unenforceability of any other guarantee or other security which the Administrative Agent or any of the other Finance Parties may now or hereafter hold in respect of the Secured Obligations of any Obligor, whether occasioned by the fault of the Administrative Agent or any of the other Finance Parties or otherwise; (h) any change in the name of any Obligor, the articles of incorporation, capital structure, capacity or constitution of any Obligor, the bankruptcy or insolvency of 286042.00038/115243826.6 any Obligor, the sale of any or all of the business or assets of any Obligor being consolidated, merged or amalgamated with any other Person; (i) any payment received on account of the Secured Obligations of any Obligor by the Administrative Agent or any of the other Finance Party that it is obliged to repay pursuant to any Applicable Law or for any other reason; or (j) any other circumstance which might otherwise constitute a defence available to, or a legal or equitable discharge of, any Obligor, any surety or any guarantor other than payment of any Direct Secured Obligation.

Liability Not Lessened or Limited. Subject to the provisions hereof, the liability of the Guarantors Parent and each Borrower under this ARTICLE X guarantee shall be absolute, unconditional and irrevocable irrespective of, and without being lessened or limited by: (a) any lack of validity, legality, effectiveness or enforceability of any of the agreements or instruments evidencing any of the Secured Obligations of the Borrowerany Obligor; (b) the failure of the Agent or any LenderFinance Party: (i) to assert any claim or demand or to enforce any right or remedy against the Borrower any Obligor or any other Person (including any other guarantor) under the provisions of any of the agreements or instruments evidencing any of the Secured Obligations of the Borrowerany Obligor, or otherwise, or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any of the Secured Obligations of the Borrowerany Obligor; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations of the Borrowerany Obligor, or any other extension, compromise, indulgence or renewal of any Secured Obligations of the Borrowerany Obligor; (d) any reduction, limitation, variation, impairment, discontinuance or termination of the Secured Obligations of the Borrower any Obligor for any reason (other than by reason of any payment which is not required to be rescinded), including any claim of waiver, release, discharge, surrender, alteration or compromise, and shall not be subject to (and the Borrower Parent hereby waive waives any right to or claim of) any defence or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, the Secured Obligations of the Borrower any Obligor or otherwise (other than by reason of any payment which is not required to be rescinded); (e) any amendment to, rescission, waiver or other modification of, or any consent to any departure from, any of the terms of any of the agreements or instruments evidencing any of the Secured Obligations of any Obligor or any other guarantees or security; (f) any addition, exchange, release, discharge, renewal, realization or non-perfection of any collateral security for the Secured Obligations of any Obligor or any amendment to, or waiver or release or addition of, or consent to departure from, any other guarantee held by the Administrative Agent or any of the other Finance Parties as security for any of the Secured Obligations of any Obligor; (g) the loss of or in respect of or the unenforceability of any other guarantee or other security which the Administrative Agent or any of the other Finance Parties may now or hereafter hold in respect of the Secured Obligations of any Obligor, whether occasioned by the fault of the Administrative Agent or any of the other Finance Parties or otherwise; (h) any change in the name of any Obligor, the articles of incorporation, capital structure, capacity or constitution of any Obligor, the bankruptcy or insolvency of any Obligor, the sale of any or all of the business or assets of any Obligor being consolidated, merged or amalgamated with any other Person; (i) any payment received on account of the Secured Obligations of any Obligor by the Administrative Agent or any of the other Finance Party that it is obliged to repay pursuant to any Applicable Law or for any other reason; or (j) any other circumstance which might otherwise constitute a defence available to, or a legal or equitable discharge of, any Obligor, any surety or any guarantor other than payment of any Direct Secured Obligation.

Liability Not Lessened or Limited. Subject to the provisions hereof, the liability of the Guarantors Borrowers under this ARTICLE X Article 15 shall be absolute, unconditional and irrevocable irrespective of, and without being lessened or limited by: (a) any lack of validity, legality, effectiveness or enforceability of any of the agreements or instruments evidencing any of the Secured Obligations of the BorrowerBorrowers; (b) the failure of the Agent or any LenderFinance Party: (i) to assert any claim or demand or to enforce any right or remedy against the Borrower Borrowers or any other Person (including any other guarantor) under the provisions of any of the agreements or instruments evidencing any of the Secured Obligations of the BorrowerBorrowers, or otherwise, or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any of the Secured Obligations of the BorrowerBorrowers; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations of the BorrowerBorrowers, or any other extension, compromise, indulgence or renewal of any Secured Obligations of the BorrowerBorrowers; (d) any reduction, limitation, variation, impairment, discontinuance or termination of the Secured Obligations of the Borrower Borrowers for any reason (other than by reason of any payment which is not required to be rescinded), including any claim of waiver, release, discharge, surrender, alteration or compromise, and shall not be subject to (and the Borrower Borrowers hereby waive any right to or claim of) any defence or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, the Secured Obligations of the Borrower Borrowers or otherwise (other than by reason of any payment which is not required to be rescinded); (e) any amendment to, rescission, waiver or other modification of, or any consent to any departure from, any of the terms of any of the agreements or instruments evidencing any of the Secured Obligations of the Borrowers or any other guarantees or security; (f) any addition, exchange, release, discharge, renewal, realization or non-perfection of any collateral security for the Secured Obligations of the Borrowers or any amendment to, or waiver or release or addition of, or consent to departure from, any other guarantee held by any Finance Party as security for any of the Secured Obligations of the Borrowers; (g) the loss of or in respect of or the unenforceability of any other guarantee or other security which any Finance Party may now or hereafter hold in respect of the Secured Obligations of the Borrowers, whether occasioned by the fault of any Finance Party or otherwise; (h) any change in the name of any Borrower, the articles of incorporation, capital structure, capacity or constitution of any Borrower, the bankruptcy or insolvency of any Borrower, the sale of any or all of the business or assets of any Borrower or any Borrower being consolidated, merged or amalgamated with any other Person; (i) any payment received on account of the Secured Obligations of the Borrowers by any Finance Party that it is obliged to repay pursuant to any applicable law or for any other reason; or (j) any other circumstance which might otherwise constitute a defence available to, or a legal or equitable discharge of, the Borrowers, any surety or any guarantor.

Liability Not Lessened or Limited. Subject to the provisions hereof, the liability of the Guarantors Guarantor under this ARTICLE X agreement shall be absolute, unconditional and irrevocable irrespective of, and without being lessened or limited by: (a) any lack of validity, legality, effectiveness or enforceability of any of the agreements or instruments evidencing any of the Obligations of the BorrowerLoan Document; (b) the failure of the Agent or any LenderLenders: (i) to assert any claim or demand or to enforce any right or remedy against the Borrower or any other Person (including any other guarantor) under the provisions of any of the agreements or instruments evidencing any of the Obligations of the BorrowerLoan Document, or otherwise, or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any of the Obligations of the BorrowerObligations; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations of the BorrowerObligations, or any other extension, compromise, indulgence or renewal of any Obligations of the BorrowerObligation; (d) any reduction, limitation, variation, impairment, discontinuance or termination of the Obligations of the Borrower for any reason (other than by reason of any payment which is not required to be rescinded), including any claim of waiver, release, discharge, surrender, alteration or compromise, and shall not be subject to (and the Borrower Guarantor hereby waive waives any right to or claim of) any defence or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, the Obligations of the Borrower or otherwise (other than by reason of any payment which is not required to be rescinded); (e) any amendment to, rescission, waiver or other modification of, or any consent to any departure from, any of the terms of any Loan Document or any other guarantees or security; (f) any addition, exchange, release, discharge, renewal, realization or non-perfection of any collateral security for the Obligations or any amendment to, or waiver or release or addition of, or consent to departure from, any other guarantee held by the Lenders as security for any of the Obligations; (g) the loss of or the unenforceability of any other guarantee or other security which the Lenders may now or hereafter hold in respect of the Obligations, whether occasioned by the fault of the Lenders or otherwise; (h) any change in the name of the Borrower or in the constating documents, capital structure, capacity or constitution of the Borrower, the bankruptcy or insolvency of the Borrower, the sale of any or all of the Borrower's business or assets or the Borrower being consolidated, merged or amalgamated with any other Person; or (i) any other circumstance (other than final payment in full of all Obligations) which might otherwise constitute a defence available to, or a legal or equitable discharge of, the Borrower, any surety or any guarantor.

Liability Not Lessened or Limited. Subject (a) Without prejudice to or in any way limiting or lessening the Guarantor's liability under this Guarantee and without obtaining the consent of or giving notice to the provisions hereofGuarantor, the liability Noteholders, as applicable, may: (i) discontinue, reduce, increase, renew, abstain from renewing or otherwise vary the terms of the Guarantors under this ARTICLE X Guaranteed Obligations or the obligations of any Person relating thereto; (ii) supplement, amend, restate or substitute, in whole or in part, the Note Purchase Agreement, the Notes, any Other Guarantee or any other document relating to the foregoing; (iii) grant time, renewals, extensions, indulgences, releases and discharges to and accept compositions from or otherwise deal with the Principal Debtors and others, including the Guarantor and any other guarantor as the Noteholders may see fit; (iv) take, abstain from taking or perfecting, vary, exchange, renew, discharge, give up, realize on or otherwise deal with securities and guarantees in such manner as the Noteholders may see fit; and (v) apply all moneys received from the Principal Debtors or others or from securities or guarantees upon such parts of the Guaranteed Obligations as the Noteholders may see fit and change any such application in whole or in part from time to time. (b) This Guarantee shall not be absolute, unconditional and irrevocable irrespective of, and without being lessened discharged or limited otherwise affected by: (ai) any loss of capacity of any Principal Debtor; (ii) any change in the name of any Principal Debtor or in the objects, business, assets, capital structure or constitution of any Principal Debtor; (iii) the sale of any Principal Debtor's business or any part thereof or any reorganization (whether by way of consolidation, amalgamation, merger, transfer, lease or otherwise); (iv) any lack of validity, legality, effectiveness or enforceability of the Note Purchase Agreement, the Notes, the Other Guarantees or any of the agreements other agreement or instruments evidencing any of the Obligations of the Borrowerinstrument referred to herein or therein; (bv) any default, failure or delay, willful or otherwise, on the part of the Company to perform or comply with, or the impossibility or illegality of performance by the Company of, any term of the Note Purchase Agreement, the Notes or any other agreement or instrument referred to therein; (vi) the failure of the Agent or any Lender: Noteholder (ix) to assert any claim or demand or to enforce any right or remedy against the Borrower or any other Person (including any other guarantor) Principal Debtor under the provisions of the Note Purchase Agreement, the Notes, the Other Guarantees or any of the agreements other agreement or instruments evidencing any of the Obligations of the Borrower, instrument referred to therein or otherwise, or (iiy) to exercise any right or remedy against any other guarantor of, or collateral securing, of any of the Obligations of the BorrowerGuaranteed Obligations; (cvii) any change in the time, manner suit or place of payment of, or in any other term of, all or any of the Obligations of the Borroweraction brought by, or any other extensionjudgment in favour of, compromiseany beneficiaries or creditors of, indulgence or renewal of any Obligations of the Borrower; (d) any reduction, limitation, variation, impairment, discontinuance or termination of the Obligations of the Borrower Principal Debtor 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 Note Purchase Agreement, the Notes, the Other Guarantees or any other agreement or instrument referred to therein; or (viii) any other circumstance (other than by reason the indefeasible payment in full of all Guaranteed Obligations) which might constitute in whole or in part a defence available to, or a legal or equitable discharge of, the Guarantor or the Principal Debtors in respect of the Guaranteed Obligations in any jurisdiction. Notwithstanding any such event, this Guarantee shall continue to apply to all Guaranteed Obligations whether heretofore, now or hereafter incurred. If any Principal Debtor amalgamates or merges with any Person, or all or substantially all of the property of any payment which is not required Principal Debtor becomes the property of another Person, this Guarantee shall extend and apply to be rescinded), including any claim of waiver, release, discharge, surrender, alteration or compromise, and shall not be subject to (and the Borrower hereby waive any right to or claim of) any defence or setoff, counterclaim, recoupment or termination whatsoever by reason equivalent liabilities of the invalidityamalgamated, illegalitymerged or other Person, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, which liabilities shall be included in the Obligations of the Borrower or otherwise (other than by reason of any payment which is not required to be rescinded);Guaranteed Obligations.

Liability Not Lessened or Limited. Subject to the provisions hereof, the liability of the Guarantors Borrowers under this ARTICLE X Article 15 shall be absolute, unconditional and irrevocable irrespective of, and without being lessened or limited by: (a) any lack of validity, legality, effectiveness or enforceability of any of the agreements or instruments evidencing any of the Secured Obligations of the BorrowerBorrowers; (b) the failure of the Agent or any LenderFinance Party: (i) to assert any claim or demand or to enforce any right or remedy against the Borrower Borrowers or any other Person (including any other guarantor) under the provisions of any of the agreements or instruments evidencing any of the Secured Obligations of the BorrowerBorrowers, or otherwise, or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any of the Secured Obligations of the BorrowerBorrowers; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations of the BorrowerBorrowers, or any other extension, compromise, indulgence or renewal of any Secured Obligations of the BorrowerBorrowers; (d) any reduction, limitation, variation, impairment, discontinuance or termination of the Secured Obligations of the Borrower Borrowers for any reason (other than by reason of any payment which is not required to be rescinded), including any claim of waiver, release, discharge, surrender, alteration or compromise, and shall not be subject to (and the Borrower Borrowers hereby waive any right to or claim of) any defence or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, the Secured Obligations of the Borrower Borrowers or otherwise (other than by reason of any payment which is not required to be rescinded); (e) any amendment to, rescission, waiver or other modification of, or any consent to any departure from, any of the terms of any of the agreements or instruments evidencing any of the Secured Obligations of the Borrowers or any other guarantees or security; (f) any addition, exchange, release, discharge, renewal, realization or non-perfection of any collateral security for the Secured Obligations of the Borrowers or any amendment to, or waiver or release or addition of, or consent to departure from, any other guarantee held by any Finance Party as security for any of the Secured Obligations of the Borrowers; (g) the loss of or in respect of or the unenforceability of any other guarantee or other security which any Finance Party may now or hereafter hold in respect of the Secured Obligations of the Borrowers, whether occasioned by the fault of any Finance Party or otherwise; (h) any change in the name of any Borrower, the articles of incorporation, capital structure, capacity or constitution of any Borrower, the bankruptcy or insolvency of any Borrower, the sale of any or all of the business or assets of any Borrower or any Borrower being consolidated, merged or amalgamated with any other Person; (i) any payment received on account of the Secured Obligations of the Borrowers by any Finance Party that it is obliged to repay pursuant to any Applicable Law or for any other reason; or (j) any other circumstance which might otherwise constitute a defence available to, or a legal or equitable discharge of, the Borrowers, any surety or any guarantor.