Common use of No Discharge or Diminishment of Guarantee Clause in Contracts

No Discharge or Diminishment of Guarantee. Subject to Section 1410, the obligations of each of the Guarantors hereunder shall be absolute and unconditional and not be subject to any reduction, limitation, termination, impairment or for any reason (other than the payment in full in cash of the Obligations), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Securities, this Indenture or the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each of the Guarantors hereunder shall not be discharged or impaired or otherwise affected by the failure of the Trustee or any Holder of the Notes to assert any claim or demand or to enforce any remedy under this Indenture or any Security, any other guarantee or any other agreement, by any waiver, modification or indulgence of any provision thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, by any release of any other Guarantor pursuant to Section 1410 or by any other act or omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the payment in full in cash of all the Obligations); provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of such Security, or increase the interest rate thereon, change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity of any payment thereon, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Section 502 of this Indenture.

No Discharge or Diminishment of Guarantee. Subject to Section 1410, the obligations of each of the Guarantors hereunder shall be absolute and unconditional and not be subject to any reduction, limitation, termination, termination or impairment or for any reason (other than the payment in full in cash of the Obligations), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Securities, this Indenture or the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each of the Guarantors hereunder shall not be discharged or impaired or otherwise affected by the failure of the Trustee or any Holder of the Notes Securities to assert any claim or demand or to enforce any remedy under this Indenture or any Security, any other guarantee or any other agreement, by any waiver, modification or indulgence of any provision thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, by any release of any other Guarantor pursuant to Section 1410 or by any other act or omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the payment in full in cash of all the Obligations); provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of such Security, or increase the interest rate thereon, change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity of any payment thereon, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Section 502 of this Indenture.

No Discharge or Diminishment of Guarantee. Subject to Section 1410, the obligations of each of the Guarantors hereunder shall be absolute and unconditional and not be subject to any reduction, limitation, termination, termination or impairment or for any reason (other than the payment in full in cash of the Obligations), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Securities, this Indenture or the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each of the Guarantors hereunder shall not be discharged or impaired or otherwise affected by the failure of the Trustee or any Holder of the Notes to assert any claim or demand or to enforce any remedy under this Indenture or any Security, any other guarantee or any other agreement, by any waiver, modification or indulgence of any provision thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, by any release of any other Guarantor pursuant to Section 1410 or by any other act or omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the payment in full in cash of all the Obligations); provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of such Security, or increase the interest rate thereon, change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity of any payment thereon, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Section 502 of this Indenture.

No Discharge or Diminishment of Guarantee. Subject to Section 1410, the The obligations of each of the Guarantors hereunder Kimco under this guarantee shall be absolute and unconditional and not be subject to any reduction, limitation, termination, impairment or termination for any reason (other than the payment in full in cash of the Guaranteed Obligations), including any claim of waiver, release, surrender, amendment, modification, alteration or compromise of any of the ObligationsGuaranteed Obligations or of any collateral security or guarantee or other accommodation in respect thereof, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Securities, Guaranteed Obligations or any Loan Document or any provision thereof (or of this Indenture Agreement or the Obligations any provision hereof) or otherwise. Without limiting the generality of the foregoing, the obligations of each of the Guarantors hereunder Kimco under this guarantee shall not be discharged or impaired or otherwise affected by the failure any change of location, form or jurisdiction of any Subsidiary Borrower or any other Person, any merger, consolidation or amalgamation of any Subsidiary Borrower or any other Person into or with any other Person, any sale, lease or transfer of any of the Trustee assets of any Subsidiary Borrower or any Holder of the Notes other Person to assert any claim or demand or to enforce any remedy under this Indenture or any Securityother Person, any other guarantee change of form, structure, or status under any law in respect of any Subsidiary Borrower or any other agreementPerson, by or any waiverother occurrence, modification circumstance, happening or indulgence event whatsoever, whether similar or dissimilar to the foregoing, whether foreseen or unforeseen, that might otherwise constitute a legal or equitable defense, release, exoneration, or discharge or that might otherwise limit recourse against any Subsidiary Borrower or Kimco or any other Person. The obligations of any provision thereofKimco under this guarantee shall extend to all Guaranteed Obligations without limitation of amount, by any default, failure and Kimco agrees that it shall be obligated to honor its guarantee hereunder whether or delay, willful or otherwise, in the performance of the Obligations, by any release of not any other Guarantor pursuant (i) has been called to Section 1410 honor its guarantee, (ii) has failed to honor its guarantee in whole or by any other act or omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the payment in full in cash of all the Obligations); provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of such Securitypart, or increase the interest rate thereon, change (iii) has been released for any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity of any payment thereon, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Section 502 of this Indenturereason whatsoever from its obligations under its guarantee.

No Discharge or Diminishment of Guarantee. Subject to Section 1410, the The obligations of each of the Guarantors Guarantor hereunder shall be absolute and unconditional and not be subject to any reduction, limitation, termination, impairment or termination for any reason (other than the payment indefeasible satisfaction in full in cash of the ObligationsGuaranteed Obligations and the termination of all of the Commitments under the Credit Agreement or the termination of its guarantee hereunder to the extent provided in Section 12 below), including any claim of waiver, release, surrender, alteration or compromise of any of the Guaranteed Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Securities, this Indenture or the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each of the Guarantors Guarantor hereunder shall not be discharged or impaired or otherwise affected by the failure of the Trustee Administrative Agent, any Issuing Bank or any Holder of the Notes Lender to assert any claim or demand or to enforce any remedy under this Indenture or any Securitythe Credit Agreement, any other guarantee Loan Document, any agreement relating to Hedging Obligations or Treasury Management Obligations or any other agreement, by any waiver, waiver or modification or indulgence of any provision of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations, by any release of any other Guarantor pursuant to Section 1410 or by any other act or omission or delay to do any other act that may or might in any manner or to any the extent vary the risk of any Guarantor or that would otherwise operate as a discharge of any each Guarantor as a matter of law or equity (other than the payment indefeasible satisfaction in full in cash of the Guaranteed Obligations and the termination of all the Obligations); provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase Commitments under the principal amount of such Security, or increase the interest rate thereon, change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity of any payment thereon, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration Credit Agreement or the maturity thereof pursuant termination of its guarantee hereunder to the extent provided in Section 502 of this Indenture12 below).

No Discharge or Diminishment of Guarantee. Subject to Section 141014.10, the obligations of each of the Guarantors hereunder shall be absolute and unconditional and not be subject to any reduction, limitation, termination, impairment or for any reason (other than the payment in full in cash of the Obligations), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Securities, this Indenture or the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each of the Guarantors hereunder shall not be discharged or impaired or otherwise affected by the failure of the Trustee or any Holder of the Notes to assert any claim or demand or to enforce any remedy under this Indenture or any Security, any other guarantee or any other agreement, by any waiver, modification or indulgence of any provision thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, by any release of any other Guarantor pursuant to Section 1410 14.10 or by any other act or omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the payment in full in cash of all the Obligations); provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of such Security, or increase the interest rate thereon, change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity of any payment thereon, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Section 502 5.02 of this Indenture.

No Discharge or Diminishment of Guarantee. Subject to Section 141014.09, the obligations of each of the Guarantors Guarantor hereunder shall be absolute and unconditional and not be subject to any reduction, limitation, termination, impairment or for any reason (other than the payment in full in cash of the Obligations), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Securities, this Indenture or the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each of the Guarantors Guarantor hereunder shall not be discharged or impaired or otherwise affected by the failure of the Trustee or any Holder of the Notes to assert any claim or demand or to enforce any remedy under this Indenture or any Security, any other guarantee or any other agreement, by any waiver, modification or indulgence of any provision thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, by any release of any other Guarantor pursuant to Section 1410 Obligations or by any other act or omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any the Guarantor or that would otherwise operate as a discharge of any the Guarantor as a matter of law or equity (other than the payment in full in cash of all the Obligations); provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the GuarantorsGuarantor, increase the principal amount of such Security, or increase the interest rate thereon, change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity of any payment thereon, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Section 502 5.02 of this Indenture.

No Discharge or Diminishment of Guarantee. Subject to Section 1410, the The obligations of each of the Guarantors hereunder Borrower shall be absolute and unconditional and not be subject to any reduction, limitation, termination, impairment or termination for any reason (other than the payment indefeasible satisfaction in full in cash of the ObligationsGuaranteed Obligations and the termination of all of the Commitments under the Credit Agreement or the termination of its guarantee hereunder to the extent provided in Section 12 below), including any claim of waiver, release, surrender, alteration or compromise of any of the Guaranteed Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Securities, this Indenture or the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each of the Guarantors hereunder Borrower shall not be discharged or impaired or otherwise affected by the failure of the Trustee Administrative Agent or any Holder of the Notes Lender to assert any claim or demand or to enforce any remedy under this Indenture or any Securitythe Credit Agreement, any other guarantee Loan Document, any agreement relating to Hedging Obligations or Treasury Management Obligations or any other agreement, by any waiver, waiver or modification or indulgence of any provision of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations, by any release of any other Guarantor pursuant to Section 1410 or by any other act or omission or delay to do any other act that may or might in any manner or to any the extent vary the risk of Holdings or any Guarantor Subsidiary Loan Party or that would otherwise operate as a discharge of any Guarantor Holdings and each Subsidiary Loan Party as a matter of law or equity (other than the payment indefeasible satisfaction in full in cash of the Guaranteed Obligations and the termination of all the Obligations); provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase Commitments under the principal amount of such Security, or increase the interest rate thereon, change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity of any payment thereon, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration Credit Agreement or the maturity thereof pursuant termination of its guarantee hereunder to the extent provided in Section 502 of this Indenture12 below).

No Discharge or Diminishment of Guarantee. Subject to Section 1410, the The obligations of each of the Guarantors Guarantor hereunder shall be absolute and unconditional and not be subject to any reduction, limitation, termination, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Obligationsapplicable Borrower's Obligations except contingent indemnification and reimbursement obligations, which pursuant to Section 8.04(f) of the Credit Agreement shall survive the termination of the Loan Documents and the payment in full of all obligations referred to in such Section 8.04(f)), including any claim of waiver, release, surrender, alteration or compromise of any of the applicable Borrower's Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of such Obligations, any law or regulation of any jurisdiction or any other event affecting any term of an Obligation or any other circumstance that might constitute a defense of the Securities, this Indenture applicable Borrower or the Obligations or otherwiseany Guarantor. Without limiting the generality of the foregoing, the obligations of each of the Guarantors Guarantor hereunder shall not be discharged or impaired or otherwise affected by the failure of the Trustee Administrative Agent or any Holder of the Notes other Guaranteed Party to assert any claim or demand or to enforce any remedy under this Indenture or any Securitythe Credit Agreement, any other guarantee Loan Document or any other agreement, by any waiver, waiver or modification or indulgence of any provision of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the applicable Borrower's Obligations, by any release of any other Guarantor pursuant to Section 1410 or by any other act or omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any Guarantor or that would otherwise operate as a discharge of any each Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all of the applicable Borrower's Obligations); provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent and each Guarantor hereby waives any defense arising by reason of any of the Guarantors, increase the principal amount of such Security, or increase the interest rate thereon, change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity of any payment thereon, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Section 502 of this Indentureforegoing actions.

No Discharge or Diminishment of Guarantee. Subject to Section 1410To the fullest extent permitted by applicable law and except as otherwise expressly provided in this Agreement, the obligations Secured Obligations of each of the Guarantors Guarantor hereunder shall be absolute and unconditional and not be subject to any reduction, limitation, termination, impairment or termination for any reason (other than the payment in full in cash of the ObligationsSecured Obligations (other than contingent indemnity obligations with respect to then unasserted claims)), including any claim of waiver, release, surrender, alteration or compromise of any of the Secured Obligations, and shall not be subject to any defense (other than a defense of payment) or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Securities, this Indenture or the Secured Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each of Guarantor hereunder shall, to the Guarantors hereunder shall fullest extent permitted by applicable law, not be discharged or impaired or otherwise affected by the failure of the Trustee Administrative Agent or any Holder of the Notes other Secured Party to assert any claim or demand or to enforce any remedy under this Indenture or any Securitythe Credit Agreement, any other Loan Document, any guarantee or any other agreementagreement or instrument, by any waiveramendment, waiver or modification or indulgence of any provision thereofof the Credit Agreement or any other Loan Document or other agreement or instrument, by any default, failure or delay, willful or otherwise, in the performance of the Secured Obligations, by any release of any other Guarantor pursuant to Section 1410 or by any other act or act, omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the payment in full in cash of all the ObligationsSecured Obligations (other than contingent indemnity obligations with respect to then unasserted claims); provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of such Security, or increase the interest rate thereon, change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity which would impair or eliminate any right of any payment thereon, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant Guarantor to Section 502 of this Indenturesubrogation.

No Discharge or Diminishment of Guarantee. Subject to Section 1410, the (a) The obligations of each of the Guarantors Guarantor hereunder shall be absolute and unconditional and not be subject to any reduction, limitation, termination, impairment or termination for any reason (other than the payment in full in cash termination of the Obligationsguarantees as provided in Section 9(a)), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Securities, this Indenture or the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each of the Guarantors Guarantor hereunder shall not be discharged or impaired or otherwise affected by the failure of the Trustee Administrative Agent, any other Lender or any Holder of the Notes Issuing Bank to assert any claim or demand or to enforce any remedy under this Indenture or any Securitythe Credit Agreement, any other guarantee Loan Document or any other agreement, by any waiver, waiver or modification or indulgence of any provision of any thereof, by any default, failure or delay, willful wilful or otherwise, in the performance of the Obligations, by any release of any other Guarantor pursuant to Section 1410 or by any other act or omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any such Guarantor or that would otherwise operate as a discharge of any such Guarantor as a matter of law or equity (other than the payment in full in cash of all the Obligations); provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent termination of the Guarantorsguarantees as provided in Section 9(a)). (b) Each Guarantor, increase by its acceptance of this Guarantee Agreement, hereby confirms that it is the principal intention of the Borrower and the Guarantors that this Guarantee Agreement and the Obligations of each Guarantor hereunder do not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guarantee Agreement and the Obligations of each Guarantor hereunder. In furtherance of the foregoing intention, the Administrative Agent, on behalf of the Lenders and the Issuing Banks, and the Guarantors hereby agree that the Obligations of each Subsidiary Guarantor under this Guarantee Agreement at any time shall be limited to the maximum amount as will not result in the Obligations of such SecuritySubsidiary Guarantor under this Guarantee Agreement, after giving effect to the subrogation, contribution, reimbursement and indemnity provisions set forth in Section 6, constituting a fraudulent transfer or increase the interest rate thereon, change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity of any payment thereon, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Section 502 of this Indentureconveyance.

No Discharge or Diminishment of Guarantee. Subject (a) Except as otherwise provided for herein or set forth on Schedule 10.03 (to Section 1410the extent that such Schedule 10.03 includes limitations and only in respect of the relevant Guarantors) or otherwise with the consent of the Required Lenders, the obligations of each of the Guarantors Guarantor hereunder shall be are unconditional and absolute and unconditional and not be subject to any reduction, limitation, termination, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Bank Obligations), including including: (i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration or compromise of any of the Bank Obligations, and shall by operation of law or otherwise; (ii) any change in the corporate existence, structure or ownership of any Borrower or any other guarantor of or other Person liable for any of the Bank Obligations; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Obligated Party, or their assets or any resulting release or discharge of any obligation of any Obligated Party; or (iv) the existence of any claim, setoff or other rights which any Guarantor may have at any time against any Obligated Party, any Agent, any Issuing Bank, any Bank Secured Party, or any other Person, whether in connection herewith or in any unrelated transactions. (b) Subject to Section 10.03(d), the obligations of each Guarantor hereunder are not be subject to any defense or setoff, counterclaim, recoupment recoupment, or termination whatsoever by reason of the invalidity, illegality illegality, or unenforceability of any of the Securities, this Indenture or the Bank Obligations or otherwise. Without limiting the generality , or any provision of applicable law or regulation purporting to prohibit payment by any Obligated Party, of the foregoingBank Obligations or any part thereof. (c) Further, subject to the limitations in Schedule 10.03 the obligations of each of the Guarantors any Guarantor hereunder shall are not be discharged or impaired or otherwise affected by by: (i) the failure of the Trustee any Agent, any Issuing Bank or any Holder of the Notes Bank Secured Party to assert any claim or demand or to enforce any remedy under this Indenture with respect to all or any Securitypart of the Bank Obligations; (ii) any waiver or modification of or supplement to any provision of any agreement relating to the Bank Obligations; (iii) any release, non-perfection, or invalidity of any indirect or direct security for the obligations of any Borrower for all or any part of the Bank Obligations or any obligations of any other guarantor of or other Person liable for any of the Bank Obligations; (iv) any action or failure to act by any Agent, any other guarantee Issuing Bank or any other agreement, by Bank Secured Party with respect to any waiver, modification collateral securing any part of the Bank Obligations; or indulgence of any provision thereof, by (v) any default, failure or delay, willful or otherwise, in the payment or performance of any of the Bank Obligations, by any release of or any other Guarantor pursuant to Section 1410 or by any other act or circumstance, act, omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any such Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the payment in full in cash of all the Bank Obligations); provided, however, that notwithstanding . (d) Notwithstanding any provision to the foregoing, no contrary contained in this Agreement the Bank Obligations and liabilities of each applicable Guarantor shall be limited by the applicable local provisions and laws set forth in Schedule 10.03 with respect to such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of such Security, or increase the interest rate thereon, change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity of any payment thereon, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Section 502 of this IndentureGuarantor.

No Discharge or Diminishment of Guarantee. Subject to Section 1410, the The obligations of each of the Guarantors hereunder Ultimate Parent under this Parent Guarantee shall be absolute and unconditional and not be subject to any reduction, limitation, termination, impairment or termination for any reason (other than the payment in full in cash of the Guaranteed Obligations), including any claim of waiver, release, surrender, amendment, modification, alteration or compromise of any of the ObligationsGuaranteed Obligations or of any collateral security or guarantee or other accommodation in respect thereof, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Securities, Guaranteed Obligations or any Loan Document or any provision thereof (or of this Indenture Parent Guarantee or the Obligations any provision hereof) or otherwise. Without limiting the generality of the foregoing, the obligations of each of the Guarantors hereunder Ultimate Parent under this Parent Guarantee shall not be discharged or impaired or otherwise affected by the failure any change of location, form or jurisdiction of Kimco or any other Person, any merger, consolidation or amalgamation of Kimco or any other Person into or with any other Person, any sale, lease or transfer of any of the Trustee assets of Kimco or any Holder of the Notes other Person to assert any claim or demand or to enforce any remedy under this Indenture or any Securityother Person, any other guarantee change of form, structure, or status under any law in respect of Kimco or any other agreementPerson, by or any waiverother occurrence, modification circumstance, happening or indulgence event whatsoever, whether similar or dissimilar to the foregoing, whether foreseen or unforeseen, that might otherwise constitute a legal or equitable defense, release, exoneration, or discharge or that might otherwise limit recourse against Kimco or Ultimate Parent or any other Person. The obligations of any provision thereofUltimate Parent under this Parent Guarantee shall extend to all Guaranteed Obligations without limitation of amount, by any default, failure and Ultimate Parent agrees that it shall be obligated to honor its guarantee hereunder whether or delay, willful or otherwise, in the performance of the Obligations, by any release of not any other Guarantor pursuant (i) has been called to Section 1410 honor its guarantee, (ii) has failed to honor its guarantee in whole or by any other act or omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the payment in full in cash of all the Obligations); provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of such Securitypart, or increase the interest rate thereon, change (iii) has been released for any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity of any payment thereon, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Section 502 of this Indenturereason whatsoever from its obligations under its guarantee.

No Discharge or Diminishment of Guarantee. Subject to Section 1410, the The obligations of each of the Guarantors Guarantor hereunder shall be absolute and unconditional and not be subject to any reduction, limitation, termination, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Reimbursement Obligations), including any claim of waiver, release, surrender, alteration or compromise of any of the Reimbursement Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Securities, this Indenture or the Reimbursement Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each of the Guarantors Guarantor hereunder shall not be discharged or impaired or otherwise affected by the failure of the Trustee Collateral Agent or any Holder of the Notes other Secured Party to assert any claim or demand or to enforce any remedy under this Indenture or any Securitythe Reimbursement Agreement, any other guarantee Reimbursement Document or any other agreement, by any waiver, waiver or modification or indulgence of any provision of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Reimbursement Obligations, or the failure to perfect any security interest in, or the release of, any of the security held by any release or on behalf of the Collateral Agent or any other Guarantor pursuant to Section 1410 Secured Party, or by any other act or omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any Guarantor or that would otherwise operate as a discharge of any each Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Reimbursement Obligations); provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of such Security, or increase the interest rate thereon, change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity of any payment thereon, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Section 502 of this Indenture.

No Discharge or Diminishment of Guarantee. Subject to Section 1410, the 26.4.1 The obligations of each of the Guarantors Guarantor hereunder shall be absolute and unconditional and not be subject to any reduction, limitation, termination, impairment or termination for any reason (other than the payment in full in cash of the Obligations)reason, including any claim of waiver, release, surrender, alteration or compromise of any of the Obligationscompromise, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Securities, this Indenture or the Obligations or otherwiseotherwise (other than defense of payment or performance). Without limiting the generality of the foregoing, the obligations of each of Guarantor hereunder, to the Guarantors hereunder fullest extent permitted by Applicable Laws, shall not be discharged or impaired or otherwise affected by, and Guarantor hereby waives any defense to the enforcement hereof by reason of: (a) the failure of the Trustee or any Holder of the Notes Buyer to assert any claim or demand or to exercise or enforce any right or remedy under this Indenture the Agreement or any Securityrelated agreement; (b) any rescission, any other guarantee waiver, amendment or modification of, or any other agreementrelease from any of the terms or provisions of, the Agreement; (c) the failure by Seller to deliver any waiver, modification or indulgence of any provision thereof, by Purchased Securities; (d) any default, failure or delay, willful or otherwise, in the performance of the Obligations, by any release of any other Guarantor pursuant to Section 1410 or by ; (e) any other act or omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the payment in full in cash or immediately available funds of all the Obligations); provided; (f) any illegality, howeverlack of validity or enforceability of any Obligation; (g) any change in the corporate existence, that notwithstanding the foregoing, no such waiver, modification structure or indulgence shall, without the consent ownership of the Guarantors, increase the principal amount of such SecurityBuyer or Seller, or increase any insolvency, bankruptcy, reorganization or other similar proceeding affecting Buyer or Seller or any assets of Buyer or Seller or any resulting release or discharge of any Obligation; (h) the interest rate thereonexistence of any claim, change set-off or other rights that Guarantor may have at any redemption provisions thereof time against Buyer or any other person, whether in connection herewith or any unrelated transactions, provided that nothing herein will prevent the assertion of any such claim by separate suit or compulsory counterclaim; (i) any action permitted or authorized hereunder; or (j) any other circumstance (including any change to increase any premium payable upon redemption thereofstatute of limitations) or change the Stated Maturity any existence of or reliance on any payment thereonrepresentation by Buyer that might otherwise constitute a defense to, or increase a legal or equitable discharge of, Seller, Guarantor, or any other guarantor or surety. 26.4.2 Guarantor expressly authorizes Buyer to release or substitute any one or more other guarantors upon or in respect of the principal amount Obligations, all without affecting the obligations of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Section 502 of this IndentureGuarantor hereunder.

No Discharge or Diminishment of Guarantee. Subject to Section 1410, the (a) The obligations of each of the Guarantors Revolving Guarantor hereunder shall be absolute and unconditional and not be subject to any reduction, limitation, termination, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Obligationsapplicable Borrower’s Revolving Credit Obligations except contingent indemnification and reimbursement obligations, which pursuant to Section 8.04(f) of the Credit Agreement shall survive the termination of the Loan Documents and the payment in full of all obligations referred to in such Section 8.04(f)), including any claim of waiver, release, surrender, alteration or compromise of any of the applicable Borrower’s Revolving Credit Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of such Revolving Credit Obligations, any law or regulation of any jurisdiction or any other event affecting any term of a Revolving Credit Obligation or any other circumstance that might constitute a defense of the Securities, this Indenture applicable Borrower or the Obligations or otherwiseany Revolving Guarantor. Without limiting the generality of the foregoing, the obligations of each of the Guarantors Revolving Guarantor hereunder shall not be discharged or impaired or otherwise affected by the failure of the Trustee Administrative Agent or any Holder of the Notes other Revolving Credit Guaranteed Party to assert any claim or demand or to enforce any remedy under this Indenture or any Securitythe Credit Agreement, any other guarantee Loan Document or any other agreement, by any waiver, waiver or modification or indulgence of any provision of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the applicable Borrower’s Revolving Credit Obligations, by any release of any other Guarantor pursuant to Section 1410 or by any other act or omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any Revolving Guarantor or that would otherwise operate as a discharge of any each Revolving Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all of the applicable Borrower’s Revolving Credit Obligations); provided, howeverand each Revolving Guarantor hereby waives any defense arising by reason of any of the foregoing actions. (b) The obligations of each Term Loan Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of ROC’s Term Loan Obligations except contingent indemnification and reimbursement obligations, which pursuant to Section 8.04(f) of the Credit Agreement shall survive the termination of the Loan Documents and the payment in full of all obligations referred to in such Section 8.04(f)), including any claim of waiver, release, surrender, alteration or compromise of any of ROC’s Term Loan Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of such Term Loan Obligations, any law or regulation of any jurisdiction or any other event affecting any term of a Term Loan Obligation or any other circumstance that notwithstanding might constitute a defense of ROC or any Term Loan Guarantor. Without limiting the generality of the foregoing, no such waiver, modification the obligations of each Term Loan Guarantor hereunder shall not be discharged or indulgence shall, without impaired or otherwise affected by the consent failure of the GuarantorsAdministrative Agent or any other Term Loan Guaranteed Party to assert any claim or demand or to enforce any remedy under the Credit Agreement, increase any other Loan Document or any other agreement, by any waiver or modification of any provision of any thereof, by any default, failure or delay, willful or otherwise, in the principal amount performance of such SecurityROC’s Term Loan Obligations, or increase by any other act or omission that may or might in any manner or to any extent vary the interest rate thereon, change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity risk of any Term Loan Guarantor or that would otherwise operate as a discharge of each Term Loan Guarantor as a matter of law or equity (other than the indefeasible payment thereonin full in cash of all of ROC’s Term Loan Obligations), or increase the principal amount and each Term Loan Guarantor hereby waives any defense arising by reason of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Section 502 of this Indentureforegoing actions.

No Discharge or Diminishment of Guarantee. Subject to Section 1410, the The obligations of each of the Guarantors hereunder Ultimate Parent under this Parent Guarantee shall be absolute and unconditional and not be subject to any reduction, limitation, termination, impairment or termination for any reason (other than the payment in full in cash of the Guaranteed Obligations), including any claim of waiver, release, surrender, amendment, modification, alteration or compromise of any of the ObligationsGuaranteed Obligations or of any collateral security or guarantee or other accommodation in respect thereof, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Securities, Guaranteed Obligations or any Loan Document or any provision thereof (or of this Indenture Parent Guarantee or the Obligations any provision hereof) or otherwise. Without limiting the generality of the foregoing, the obligations of each of the Guarantors hereunder Ultimate Parent under this Parent Guarantee shall not be discharged or impaired or otherwise affected by the failure any change of location, form or jurisdiction of Kimco, any Subsidiary Borrower or any other Person, any merger, consolidation or amalgamation of Kimco, any Subsidiary Borrower or any other Person into or with any other Person, any sale, lease or transfer of any of the Trustee assets of Kimco, any Subsidiary Borrower or any Holder of the Notes other Person to assert any claim or demand or to enforce any remedy under this Indenture or any Securityother Person, any other guarantee change of form, structure, or status under any law in respect of Kimco or any Subsidiary Borrower or any other agreementPerson, by or any waiverother occurrence, modification circumstance, happening or indulgence event whatsoever, whether similar or dissimilar to the foregoing, whether foreseen or unforeseen, that might otherwise constitute a legal or equitable defense, release, exoneration, or discharge or that might otherwise limit recourse against Kimco or any Subsidiary Borrower or Ultimate Parent or any other Person. The obligations of any provision thereofUltimate Parent under this Parent Guarantee shall extend to all Guaranteed Obligations without limitation of amount, by any default, failure and Ultimate Parent agrees that it shall be obligated to honor its guarantee hereunder whether or delay, willful or otherwise, in the performance of the Obligations, by any release of not any other Guarantor pursuant (i) has been called to Section 1410 honor its guarantee, (ii) has failed to honor its guarantee in whole or by any other act or omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the payment in full in cash of all the Obligations); provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of such Securitypart, or increase the interest rate thereon, change (iii) has been released for any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity of any payment thereon, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Section 502 of this Indenturereason whatsoever from its obligations under its guarantee.

No Discharge or Diminishment of Guarantee. Subject to Section 1410610, the obligations of each of the Guarantors hereunder shall be absolute and unconditional and not be subject to any reduction, limitation, termination, impairment or for any reason (other than the payment in full in cash of the Obligations), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the SecuritiesNotes, this Indenture or the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each of the Guarantors hereunder shall not be discharged or impaired or otherwise affected by the failure of the Trustee or any Holder of the Notes to assert any claim or demand or to enforce any remedy under this Indenture or any Securitythe Notes, any other guarantee or any other agreement, by any waiver, modification or indulgence of any provision thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, by any release of any other Guarantor pursuant to Section 1410 610 or by any other act or omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the payment in full in cash of all the Obligations); provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of such Securitythe Notes, or increase the interest rate thereon, change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity of any payment thereon, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Section 502 of this Indenture.

No Discharge or Diminishment of Guarantee. Subject to Except as provided in Section 14104 above, the obligations of each of the Guarantors hereunder Guarantor under this Guarantee shall be absolute and unconditional and not be subject to any reduction, limitation, termination, impairment or termination for any reason (other than if the payment Guaranteed Obligations have been indefeasibly performed in full in cash of the Obligationsfull), including any claim of waiver, release, surrender, alteration or compromise of any of the Guaranteed Obligations, and shall not be subject to any defense or setoffset-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability any discharge of Century from any of the Securities, this Indenture or the Guaranteed Obligations in bankruptcy proceedings or otherwise. Without limiting the generality of the foregoing, the obligations of each of the Guarantors hereunder Guarantor under this Guarantee shall not be discharged or impaired or otherwise affected by the failure of the Trustee Kenergy or any Holder of the Notes Big Rivers to assert any claim or demand or to enforce any remedy under this Indenture or any Security, any other guarantee Guaranteed Agreement or any other agreementagreement or otherwise, by any waiver, waiver or modification or indulgence of any provision thereofsuch agreement, by any default, failure waiver or delay, willful or otherwise, in the performance of the Obligations, by any release of any other Guarantor pursuant to Section 1410 or by any other act or agreement or thing or omission or delay to do any other act or thing that may or might in any manner or to any extent vary the risk of any the Guarantor or that would otherwise operate as a discharge of any the Guarantor as a matter of law or equity (other than equity. OHSUSA:753602459.2 4 8. Reinstatement. Guarantor agrees tliis Guarantee shall continue to be effective or be reinstated, as the payment in full in cash of all the Obligations); providedcase may be, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of such Securitywith respect to any payment, or increase any part thereof of principal of interest on or any other amount with respect to the interest rate thereonGuaranteed Obligations that is at any time rescinded or must otherwise be restored by Kenergy or Big Rivers upon the bankruptcy, change insolvency or reorganization of Century or any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity of any payment thereon, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Section 502 of this Indentureother Person.

No Discharge or Diminishment of Guarantee. Subject to Section 1410, the The obligations of each of the Guarantors hereunder Kimco under this guarantee shall be absolute and unconditional and not be subject to any reduction, limitation, termination, impairment or termination for any reason (other than the payment in full in cash of the Guaranteed Obligations), including any claim of waiver, release, surrender, amendment, modification, alteration or compromise of any of the ObligationsGuaranteed Obligations or of any collateral security or guarantee or other accommodation in respect thereof, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Securities, Guaranteed Obligations or any Loan Document or any provision thereof (or of this Indenture Agreement or the Obligations any provision hereof) or otherwise. Without limiting the generality of the foregoing, the obligations of each of the Guarantors hereunder Kimco under this guarantee shall not be discharged or impaired or otherwise affected by the failure any change of location, form or jurisdiction of the Trustee Borrower or any Holder other Person, any merger, consolidation or amalgamation of the Notes to assert any claim or demand or to enforce any remedy under this Indenture Borrower or any Securityother Person into or with any other Person, any sale, lease or transfer of any of the assets of the Borrower or any other Person to any other Person, any other guarantee change of form, structure, or status under any law in respect of the Borrower or any other agreementPerson, by or any waiverother occurrence, modification circumstance, happening or indulgence event whatsoever, whether similar or dissimilar to the foregoing, whether foreseen or unforeseen, that might otherwise constitute a legal or equitable defense, release, exoneration, or discharge or that might otherwise limit recourse against the Borrower or Kimco or any other Person. The obligations of any provision thereofKimco under this guarantee shall extend to all Guaranteed Obligations without limitation of amount, by any default, failure and Kimco agrees that it shall be obligated to honor its guarantee hereunder whether or delay, willful or otherwise, in the performance of the Obligations, by any release of not any other Guarantor pursuant (i) has been called to Section 1410 honor its Guarantee, (ii) has failed to honor its guarantee in whole or by any other act or omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the payment in full in cash of all the Obligations); provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of such Securitypart, or increase the interest rate thereon, change (iii) has been released for any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity of any payment thereon, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Section 502 of this Indenturereason whatsoever from its obligations under its guarantee.

No Discharge or Diminishment of Guarantee. Subject to Section 1410, the The obligations of each of the Guarantors Subsidiary Guarantor hereunder shall be absolute and unconditional and not be subject to any reduction, limitation, termination, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Obligations), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Securities, this Indenture or the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each of the Guarantors Subsidiary Guarantor hereunder shall not be discharged or impaired or otherwise affected by the failure of the Trustee Administrative Agent or any Holder of the Notes Lender to assert any claim or demand or to enforce any remedy under this Indenture or any Securitythe Credit Agreement, any other guarantee Loan Document or any other agreement, by any waiver, waiver or modification or indulgence of any provision of any thereof, by any default, failure or delay, willful wilful or otherwise, in the performance of the Obligations, by any release of any other Guarantor pursuant to Section 1410 or by any other act or omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any Subsidiary Guarantor or that would otherwise operate as a discharge of any Subsidiary Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations); provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent . Each of the Guarantors, increase Subsidiary Guarantors authorizes the principal amount of such Security, or increase Administrative Agent to (a) take and hold security for the interest rate thereon, change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity of any payment thereon, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Section 502 of this IndentureGuarantee and the Obligations and exchange, enforce, waive and release any such security, (b) apply such security and direct the order or manner of sale thereof as it in its sole discretion may determine and (c) release or substitute any one or more endorsees, other guarantors or other obligors.

No Discharge or Diminishment of Guarantee. Subject to Section 1410Except for the release of a Guarantor’s obligations as expressly provided in Article 9, the obligations of each of the Guarantors Guarantor hereunder shall be absolute and unconditional and not be subject to any reduction, limitation, termination, impairment or termination for any reason (other than the payment in full in cash of the Obligations)reason, including any claim of waiver, release, surrender, alteration or compromise of any of the Guaranteed Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Securities, this Indenture or the Guaranteed Obligations or otherwise, excluding any counterclaims resulting solely and directly from the sole and direct intentional misconduct or criminal acts of Guaranteed Parties. Without limiting the generality of the foregoing, the obligations of each of the Guarantors Guarantor hereunder shall not be discharged or impaired or otherwise affected by (a) the failure of the Trustee Administrative Agent or any Holder of the Notes other Guaranteed Party to assert any claim or demand or to enforce any right or remedy under this Indenture the provisions of any Loan Document or otherwise, (b) any rescission, waiver, amendment or modification of, or any Securityrelease from any of the terms or provisions of, any other guarantee Loan Document or any other agreement, including with respect to any other Guarantor under this Guarantee Agreement, (c) the release of, or any impairment of or failure to perfect any Lien on or security interest in, any security held by the Administrative Agent or any waiverother Guaranteed Party for the Guaranteed Obligations or any of them, modification or indulgence of any provision thereof, by (d) any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations, by any release of any other Guarantor pursuant to Section 1410 or by (e) any other act or omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations); provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the GuarantorsGuaranteed Obligations (other than unasserted contingent indemnification and unasserted expense reimbursement obligations in each case not yet due and payable). Each Guarantor expressly authorizes the Administrative Agent to take and hold security for the payment and performance of the Guaranteed Obligations, increase to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the principal amount of such Security, or increase the interest rate thereon, change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity order and manner of any payment thereonsale thereof in its sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Guaranteed Obligations, or increase all without affecting the principal amount obligations of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Section 502 of this IndentureGuarantor hereunder.

No Discharge or Diminishment of Guarantee. Subject to Section 1410, the obligations of each The ----------------------------------------- Guaranteed Obligations of the Guarantors Borrower hereunder shall be absolute and unconditional and not be subject to any reduction, limitation, termination, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Guaranteed Obligations), including any claim of waiver, release, surrender, alteration or compromise of any of the Guaranteed Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Securities, this Indenture or the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guaranteed Obligations of the Guarantors Borrower hereunder shall not be discharged or impaired or otherwise affected by the failure of the Trustee Administrative Agent or any Holder of the Notes Lender to assert any claim or demand or to enforce any remedy under this Indenture or any Security, any other guarantee Loan Document or any other agreement, by any waiver, waiver or modification or indulgence of any provision of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations, by any release of any other Guarantor pursuant to Section 1410 or by any other act or omission or delay to do any other act that may or might in any manner or to any the extent vary the risk of any Guarantor the Borrower or that would otherwise operate as a discharge of any Guarantor the Borrower as a matter of law or equity (other than the indefeasible payment in full in cash of all the Guaranteed Obligations); provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of such Security, or increase the interest rate thereon, change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity of any payment thereon, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Section 502 of this Indenture.

No Discharge or Diminishment of Guarantee. Subject to Section 1410, the (a) The obligations of each of the Guarantors CSEC hereunder shall be are unconditional and absolute and unconditional and not be subject to any reduction, limitation, termination, impairment or termination for any reason (other than the payment in full and performance in cash full of the Guaranteed Obligations), including (i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration alteration, or compromise of any of the Guaranteed Obligations, and shall by operation of law or otherwise; (ii) any change in the corporate or partnership existence, structure or ownership of a Guaranteed Obligor or of or any other Person liable for any of the Guaranteed Obligations; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting a Guaranteed Obligor or CSEC (including, without limitation, any Event of Insolvency) (each, an “Obligated Party”), or their assets or any resulting release or discharge of any obligation of any Obligated Party; or (iv) the existence of any claim, setoff or other rights which CSEC may have at any time against any Obligated Party, the City, or any other Person, whether in connection herewith or in any unrelated transactions. (b) The obligations of CSEC hereunder are not be subject to any defense or setoff, counterclaim, recoupment recoupment, or termination whatsoever by reason of the invalidity, illegality illegality, or unenforceability of any of the Securities, this Indenture or the Guaranteed Obligations or otherwise. Without limiting the generality , or any provision of Applicable Law purporting to prohibit payment by any Obligated Party, of the foregoingGuaranteed Obligations or any part thereof. (c) Further, the obligations of each of the Guarantors CSEC hereunder shall are not be discharged or impaired or otherwise affected by by: (i) the failure of the Trustee or any Holder of the Notes City to assert any claim or demand or to enforce any remedy under this Indenture with respect to all or any Security, any other guarantee or any other agreement, by any waiver, modification or indulgence of any provision thereof, by any default, failure or delay, willful or otherwise, in the performance part of the Guaranteed Obligations, by any release of any other Guarantor pursuant to Section 1410 or by any other act or omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the payment in full in cash of all the Obligations); provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of such Security, or increase the interest rate thereon, change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity of any payment thereon, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Section 502 of this Indenture.;

No Discharge or Diminishment of Guarantee. Subject to Section 1410(1) Except as otherwise provided for herein, the obligations of each of the Guarantors Guarantor hereunder shall be are unconditional, absolute and unconditional irrevocable and not be subject to any reduction, limitation, termination, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Guaranteed Obligations), including including: (i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration or compromise of any of the Guaranteed Obligations, and shall by operation of law or otherwise; (ii) any change in the existence, structure or ownership or any incapacity or lack of power, authority or legal personality of any Obligor or Guarantor liable for any of the Guaranteed Obligations; (iii) any insolvency, bankruptcy, liquidation, administration, reorganization or other similar proceeding affecting any Obligor or Guarantor or its assets or any resulting release or discharge of any obligation of any Obligor or Guarantor; or (iv) the existence of any claim, setoff or other rights which any Obligor or Guarantor may have at any time against any holder of the Notes or any other Person, whether in connection herewith or in any unrelated transactions. (2) The obligations of each Guarantor hereunder are not be subject to any defense defence or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the SecuritiesGuaranteed Obligations, the Notes, the Note Purchase Agreement, this Indenture Guarantee or otherwise, or any provision of applicable law or regulation purporting to prohibit payment by any Obligor or Guarantor, of the Guaranteed Obligations or otherwise. Without limiting the generality any part thereof. (3) The Guaranteed Obligations of the foregoing, the obligations of each of the Guarantors any Guarantor hereunder shall not be discharged or impaired or otherwise affected by by: (i) the failure of the Trustee or any Holder holder of the Notes to assert any claim or demand or to exercise or enforce any right or remedy under this Indenture with respect to all or any Securitypart of the Guaranteed Obligations; (ii) any change in the time, place or manner of payment of, or in any other guarantee term of, the Guaranteed Obligations or any other agreementobligation of any Obligor or Guarantor under any agreement relating to the Guaranteed Obligations, by or any rescission, waiver, amendment or other modification of the Note Purchase Agreement or indulgence other agreement relating to the Guaranteed Obligations, including any increase in the Guaranteed Obligations resulting from any extension of additional credit or otherwise; (iii) any taking, exchange, substitution, release, impairment or non-perfection of any provision collateral or any proceeds thereof, by (iv) any taking, release, impairment, amendment, waiver or other modification of any guarantee, for the Guaranteed Obligations; (v) creating new or additional Guaranteed Obligations after prior Guaranteed Obligations have been satisfied in whole or in part; (vi) any failure of any holder of the Notes to disclose to any Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Guarantor now or hereafter known to the holders of the Notes; each Guarantor waiving any duty of the holders of the Notes to disclose such information; or (vii) any default, failure or delay, willful or otherwise, in the payment or performance of any of the Guaranteed Obligations, by any release of or any other Guarantor pursuant to Section 1410 or by any other act or circumstance, act, omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any such Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Guaranteed Obligations); provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of such Security, or increase the interest rate thereon, change any redemption provisions thereof (including any change . ACTIVE 58093961v3 Colliers International EMEA Xxxxx PLCColliers International Group Inc.Fifth Amendment to increase any premium payable upon redemption thereof) or change the Stated Maturity of any payment thereon, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Section 502 of this Indenture.2018 Note Agreement

No Discharge or Diminishment of Guarantee. Subject to Section 1410, the obligations of each of the Guarantors hereunder (a) This Guarantee shall be a continuing, absolute and unconditional guarantee of performance, observance and payment of the Guaranteed Obligations as aforesaid and shall remain in full force and effect until each and all of the Guaranteed Obligations shall have been fully and satisfactorily discharged and the Guarantor shall have fully and satisfactorily discharged all of its obligations under this Guarantee including, without limitation, its obligation to indemnify The City as set out in Section 2(b). For greater certainty, the guarantee and indemnity obligations herein shall survive termination of the Event Centre Agreements until all such guarantee and indemnity obligations have been fully satisfied. (b) The obligations of Guarantor hereunder are unconditional and absolute and not be subject to any reduction, limitation, termination, impairment or termination for any reason (other than the payment in full and performance in cash full of the Guaranteed Obligations), including (i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration alteration, or compromise of any of the Guaranteed Obligations, and shall by operation of law or otherwise; (ii) any amalgamation, merger, consolidation, change in the conditions of partnership, reorganization or other change in the corporate or partnership existence, structure or ownership of CSERELP or Guarantor (each, an “Obligated Party”), their respective general partners or of or any other Person liable for any of the Guaranteed Obligations; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting an Obligated Party (including, without limitation, any Event of Insolvency), or their assets or any resulting release or discharge of any obligation of any Obligated Party; (iv) the existence of any claim, setoff or other rights which Guarantor may have at any time against CSERELP, The City or any other Person, whether in connection herewith or in any unrelated transactions; or (v) any sale, lease or transfer of any of the assets of an Obligated Party. (c) The obligations of Guarantor hereunder are not be subject to any defense or setoff, counterclaim, recoupment recoupment, or termination whatsoever by reason of the invalidity, illegality illegality, or unenforceability of any of the Securities, this Indenture or the Guaranteed Obligations or otherwise. Without limiting the generality , or any provision of applicable law purporting to prohibit payment by any Obligated Party, of the foregoingGuaranteed Obligations or any part thereof. (d) Further, the obligations of each of the Guarantors Guarantor hereunder shall are not be discharged or impaired or otherwise affected by by: (i) the failure of the Trustee or any Holder of the Notes The City to assert any claim or demand or to enforce any remedy under this Indenture with respect to all or any Securitypart of the Guaranteed Obligations; (ii) any failure, any other guarantee neglect or omission on the part of The City or any other agreement, by any waiver, modification or indulgence person to give the Guarantor notice of the occurrence of any default by CSERELP under or with respect to the Guaranteed Obligations, or to realize upon any obligations or liabilities of CSERELP; (iii) any waiver or modification of or supplement to any provision thereof, by of any agreement relating to the Guaranteed Obligations; or (iv) any default, failure or delay, willful or otherwise, in the payment or performance of any of the Guaranteed Obligations, by any release of or any other Guarantor pursuant to Section 1410 or by any other act or circumstance, act, omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the payment in full and performance in cash full of all the Guaranteed Obligations); provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of such Security, or increase the interest rate thereon, change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity of any payment thereon, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Section 502 of this Indenture.

No Discharge or Diminishment of Guarantee. Subject to (a) Except for termination of any Guarantor’s obligations hereunder as expressly provided for in Section 141010.18, the obligations of each of the Guarantors such Guarantor hereunder shall be absolute and unconditional and not be subject to any reduction, limitation, termination, impairment or termination for any reason (other than the payment in full in cash of the Obligations)reason, including any claim of waiver, release, surrender, alteration or compromise of any of the Obligationscompromise, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Securities, this Indenture or the Obligations or otherwiseotherwise (other than defense of payment or performance). Without limiting the generality of the foregoing, the obligations of each of Guarantor hereunder, to the Guarantors hereunder fullest extent permitted by applicable law, shall not be discharged or impaired or otherwise affected by, and each Guarantor hereby waives any defense to the enforcement hereof by reason of: (i) the failure of the Trustee Collateral Agent or any Holder of the Notes other Secured Party to assert any claim or demand or to exercise or enforce any right or remedy under this Indenture the provisions of any Loan Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any Securityrelease from any of the terms or provisions of, any other guarantee Loan Document or any other agreement, including with respect to any Loan Party under this Agreement; (iii) the failure to perfect any security interest in, or the exchange, substitution, release or any impairment of, any security held by the Collateral Agent or any waiver, modification or indulgence of any provision thereof, by other Secured Party for the Obligations; (iv) any default, failure or delay, willful or otherwise, in the performance of the Obligations, by any release of any other Guarantor pursuant to Section 1410 or by ; (v) any other act or omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any such Guarantor or that would otherwise operate as a discharge of any such Guarantor as a matter of law or equity (other than the payment in full in cash or immediately available funds of all the Obligations); provided; (vi) any illegality, howeverlack of validity or enforceability of any Obligation; (vii) any change in the corporate existence, that notwithstanding the foregoingstructure or ownership of any Loan Party, no such waiveror any insolvency, modification bankruptcy, reorganization or indulgence shall, without the consent of the Guarantors, increase the principal amount other similar proceeding affecting any Loan Party or any assets of such SecurityLoan Party or any resulting release or discharge of any Obligation; (viii) the existence of any claim, set-off or increase other rights that such Guarantor may have at any time against any Loan Party, the interest rate thereonCollateral Agent, change any redemption provisions thereof other Secured Party or any other person, whether in connection herewith or any unrelated transactions, provided that nothing herein will prevent the assertion of any such claim by separate suit or compulsory counterclaim; (ix) any action permitted or authorized hereunder; or (x) any other circumstance (including any change to increase any premium payable upon redemption thereofstatute of limitations) or change any existence of or reliance on any representation by the Stated Maturity of Collateral Agent or any payment thereonother Secured Party that might otherwise constitute a defense to, or increase the principal amount of a legal or equitable discharge of, such Guarantor or any Original Issue Discount Security that would be due and payable upon a declaration of acceleration other Loan Party or the maturity thereof pursuant to Section 502 of this Indentureany other guarantor or surety.

No Discharge or Diminishment of Guarantee. Subject to Section 1410(a) Except as otherwise provided for herein, the obligations of each of the Guarantors Guarantor hereunder shall be are unconditional and absolute and unconditional and not be subject to any reduction, limitation, termination, impairment or termination for any reason (other than the payment in full in cash of the Guaranteed Obligations), including including: (i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration alteration, or compromise of any of the Guaranteed Obligations, and shall by operation of law or otherwise; (ii) any judgment against the Guarantor; (iii) any change in the name, share capital, corporate or company existence, structure or ownership of the Obligated Parties, any Guarantor or any other guarantor of or other Person liable for any of the Guaranteed Obligations; (iv) any voluntary or involuntary liquidation, dissolution, winding-up, merger or amalgamation of the Issuer, the Guarantor or any other Obligated Party, by any sale or other disposition of all or substantially all of the assets of the Issuer, the Guarantor or such other Obligated Party, or by any judicial or extra-judicial receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, moratorium, arrangement, composition with creditors or other proceedings affecting the Issuer, the Guarantor or any other Obligated Party; or (v) the existence of any claim, setoff or other rights which any Guarantor may have at any time against any Obligated Party, any Guaranteed Party, or any other Person, whether in connection herewith or in any unrelated transactions. (b) The obligations of each Guarantor hereunder are not be subject to any defense defence or setoff, counterclaim, recoupment recoupment, or termination whatsoever by reason of the invalidity, illegality illegality, or unenforceability of this Guarantee, any other Note Document, any of the Securities, this Indenture or the Guaranteed Obligations or otherwise. Without limiting the generality , or any provision of applicable law or regulation purporting to prohibit payment by any Obligated Party, of the foregoingGuaranteed Obligations or any part thereof. (c) Further, the obligations of each of the Guarantors any Guarantor hereunder shall are not be discharged or impaired or otherwise affected by by: (i) the failure of the Trustee or any Holder of the Notes Guaranteed Party to assert any claim or demand or to enforce any remedy with respect to all or any part of the Guaranteed Obligations; (ii) any waiver or modification of or supplement to any provision of any agreement relating to the Guaranteed Obligations; (iii) any release, non-perfection, unenforceability or invalidity of any indirect or direct security or collateral for the obligations of the Obligated Parties for all or any part of the Guaranteed Obligations or any obligations of any other guarantor of or other Person liable for any of the Guaranteed Obligations under this Indenture or any SecurityGuarantee, any other guarantee of the Note Documents; (iv) any action or any other agreement, failure to act by any waiver, modification or indulgence Guaranteed Party with respect to any collateral securing any part of any provision thereof, by the Guaranteed Obligations; (v) any default, failure or delay, willful or otherwise, in the payment or performance of any of the Guaranteed Obligations, by any release of or any other Guarantor pursuant to Section 1410 or by any other act or circumstance, act, omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any such Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Guaranteed Obligations); provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent (vi) assignment of all or any part of the Guarantors, increase the principal amount of such Security, or increase the interest rate thereon, change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity of any payment thereon, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Section 502 benefits of this IndentureGuarantee.

No Discharge or Diminishment of Guarantee. Subject to Section 1410, the The obligations of each of the Guarantors Guarantor hereunder shall be absolute and unconditional and not be subject to any reduction, limitation, termination, impairment or termination for any reason (other than the payment in full in cash of the Guaranteed Obligations), including any claim of waiver, release, surrender, amendment, modification, alteration or compromise of any of the ObligationsGuaranteed Obligations or of any collateral security or guarantee or other accommodation in respect thereof, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Securities, Guaranteed Obligations or any Loan Document or any provision thereof (or of this Indenture Agreement or the Obligations any provision hereof) or otherwise. Without limiting the generality of the foregoing, the obligations of each of the Guarantors Guarantor hereunder shall not be discharged or impaired or otherwise affected by the failure any change of location, form or jurisdiction of any Applicant or any other Person, any merger, consolidation, or amalgamation of any Applicant or any other Person into or with any other Person, any sale, lease or transfer of any of the Trustee assets of any Applicant or any Holder of the Notes other Person to assert any claim or demand or to enforce any remedy under this Indenture or any Securityother Person, any other guarantee change of form, structure, or status under any law in respect of any Applicant or any other agreementPerson, by any waiver, modification or indulgence of any provision thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, by any release of any other Guarantor pursuant occurrence, circumstance, happening or event whatsoever, whether similar or dissimilar to Section 1410 or by any other act or omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the payment in full in cash of all the Obligations); provided, however, that notwithstanding the foregoing, no whether foreseen or unforeseen, that might otherwise constitute a legal or equitable defense, release, exoneration, or discharge or that might otherwise limit recourse against any Applicant, such waiver, modification Guarantor or indulgence shall, without the consent any other Person. The obligations of each Guarantor hereunder shall extend to all Obligations of the GuarantorsApplicants without limitation of amount, increase and each Guarantor agrees that it shall be obligated to honor its guarantee hereunder whether or not any other guarantor or any Person that has provided any collateral or that is the principal amount obligor in respect of any obligation that constitutes collateral for any Obligations of any Applicant (i) has been called to honor its guarantee or provide such Securitycollateral or honor any such obligation or, (ii) having been so called has failed to do so in whole or in part, or increase the interest rate thereon, change (iii) has been released for any redemption provisions thereof (including reason whatsoever from any change to increase any premium payable upon redemption thereof) or change the Stated Maturity of any payment thereon, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Section 502 of this Indenturesuch obligation.

No Discharge or Diminishment of Guarantee. Subject to Section 1410, the The obligations of each of the Guarantors hereunder Kimco under this guarantee shall be absolute and unconditional and not be subject to any reduction, limitation, termination, impairment or termination for any reason (other than the payment in full in cash and the relevant currency of the Guaranteed Obligations), including any claim of waiver, release, surrender, amendment, modification, alteration or compromise of any of the ObligationsGuaranteed Obligations or of any collateral security or guarantee or other accommodation in respect thereof, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Securities, Guaranteed Obligations or any Loan Document or any provision thereof (or of this Indenture Agreement or the Obligations any provision hereof) or otherwise. Without limiting the generality of the foregoing, the obligations of each of the Guarantors hereunder Kimco under this guarantee shall not be discharged or impaired or otherwise affected by the failure any change of location, form or jurisdiction of any Borrower or any other Person, any merger, consolidation or amalgamation of any Borrower or any other Person into or with any other Person, any sale, lease or transfer of any of the Trustee assets of any Borrower or any Holder of the Notes other Person to assert any claim or demand or to enforce any remedy under this Indenture or any Securityother Person, any other guarantee change of form, structure, or status under any law in respect of any Borrower or any other agreementPerson, by or any waiverother occurrence, modification circumstance, happening or indulgence event whatsoever, whether similar or dissimilar to the foregoing, whether foreseen or unforeseen, that might otherwise constitute a legal or equitable defense, release, exoneration, or discharge or that might otherwise limit recourse against any Borrower or Kimco or any other Person. The obligations of any provision thereofKimco under this guarantee shall extend to all Guaranteed Obligations without limitation of amount, by any default, failure and Kimco agrees that it shall be obligated to honor its guarantee hereunder whether or delay, willful or otherwise, in the performance of the Obligations, by any release of not any other Guarantor pursuant (i) has been called to Section 1410 honor its guarantee (ii) has failed to honor its guarantee in whole or by any other act or omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the payment in full in cash of all the Obligations); provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of such Securitypart, or increase the interest rate thereon, change (iii) has been released for any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity of any payment thereon, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Section 502 of this Indenturereason whatsoever from its obligations under its guarantee.

No Discharge or Diminishment of Guarantee. Subject to Section 1410, the The obligations of each of the Guarantors Guarantor hereunder shall be absolute and unconditional and shall not be subject to any reduction, limitation, termination, impairment or termination for any reason (other than the payment in full in cash of the Obligations)reason, including including, without limitation, any claim of waiver, release, surrender, alteration or compromise of any of the Obligationscompromise, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Securities, this Indenture or the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each of the Guarantors Guarantor hereunder shall not be discharged or impaired or otherwise affected by by: (a) the failure of the Trustee Administrative Agent or any Holder of the Notes Beneficiary to assert any claim or demand or to enforce any remedy under this Indenture or any Securitythe Credit Agreement, any other guarantee or any other agreement; (b) any lack of validity or enforceability of the Borrower’s obligations under the Credit Agreement; (c) any change in time, by any waivermanner or place of payment of, modification or indulgence of any provision thereof, by any default, failure or delay, willful or otherwise, in the performance principal amount, interest rate or any other term of, any of the Obligations, by or any release other amendment or waiver of, or any consent to or departure from any of the terms of, the Obligations or the Credit Agreement; (d) any change in ownership or control of the Borrower (it being expressly understood that Obligations incurred after the date of any other Guarantor pursuant such change shall continue to be covered by this Agreement to the extent provided in Section 1410 2.01); (e) any bankruptcy, insolvency, winding up or by reorganization of, or similar proceedings involving, the Borrower; or (f) any other act or act, omission or delay circumstance which might constitute a defense available to do any other act that may the Borrower or might in any manner or to any extent vary the risk of any the Guarantor or that would otherwise operate as a discharge of any the Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations); provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of such Security, or increase the interest rate thereon, change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity of any payment thereon, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Section 502 of this Indenture.

No Discharge or Diminishment of Guarantee. Subject (a) Except as otherwise provided for herein or set forth in any Guarantor Joinder (to Section 1410the extent that such Guarantor Joinder includes limitations and only in respect of the relevant Guarantor) or otherwise with the consent of the Required Lenders, the obligations of each of the Guarantors Guarantor hereunder shall be are unconditional and absolute and unconditional and not be subject to any reduction, limitation, termination, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Obligations), including including: (i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration or compromise of any of the Obligations, and shall by operation of law or otherwise; (ii) any change in the corporate existence, structure or ownership of any Borrower or any other guarantor of or other Person liable for any of the Obligations; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Obligated Party, or their assets or any resulting release or discharge of any obligation of any Obligated Party; or (iv) the existence of any claim, setoff or other rights which any Guarantor may have at any time against any Obligated Party, any Agent, any Issuing Bank, any Secured Party, or any other Person, whether in connection herewith or in any unrelated transactions. (b) Subject to Section 10.03(d), the obligations of each Guarantor hereunder are not be subject to any defense or setoff, counterclaim, recoupment recoupment, or termination whatsoever by reason of the invalidity, illegality illegality, or unenforceability of the Securities, this Indenture or any of the Obligations or otherwise. Without limiting the generality , or any provision of applicable law or regulation purporting to prohibit payment by any Obligated Party, of the foregoingObligations or any part thereof. (c) Further, subject to the limitations set forth in any Guarantor Joinder, the obligations of each of the Guarantors any Guarantor hereunder shall are not be discharged or impaired or otherwise affected by by: (i) the failure of the Trustee any Agent, any Issuing Bank or any Holder of the Notes Secured Party to assert any claim or demand or to enforce any remedy under this Indenture with respect to all or any Securitypart of the Obligations; (ii) any waiver or modification of or supplement to any provision of any agreement relating to the Obligations; (iii) any release, non-perfection, or invalidity of any indirect or direct security for the obligations of any Borrower for all or any part of the Obligations or any obligations of any other guarantor of or other Person liable for any of the Obligations; (iv) any action or failure to act by any Agent, any other guarantee Issuing Bank or any other agreement, by Secured Party with respect to any waiver, modification collateral securing any part of the Obligations; or indulgence of any provision thereof, by (v) any default, failure or delay, willful or otherwise, in the payment or performance of any of the Obligations, by any release of or any other Guarantor pursuant to Section 1410 or by any other act or circumstance, act, omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any such Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the payment in full in cash of all the Obligations); provided. (d) Notwithstanding any provision in the contrary contained in this Agreement, however, the Obligations and liabilities of each Subsidiary that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of such Security, or increase the interest rate thereon, change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity of any payment thereon, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon becomes a declaration of acceleration or the maturity thereof Guarantor by executing a Guarantor Joinder pursuant to Section 502 of this Indenture5.12 shall be limited by any applicable local law provisions and laws set forth in such Guarantor Joinder.

No Discharge or Diminishment of Guarantee. Subject to Section 1410To the fullest extent permitted by applicable law and except as otherwise expressly provided in this Agreement, the obligations Secured Obligations of each of the Guarantors Domestic Loan Party hereunder shall be absolute and unconditional and not be subject to any reduction, limitation, termination, impairment or termination for any reason (other than the payment in full in cash of the ObligationsSecured Obligations (other than contingent indemnity obligations with respect to then unasserted claims)), including any claim of waiver, release, surrender, alteration or compromise of any of the Secured Obligations, and shall not be subject to any defense (other than a defense of payment) or setoff, counterclaim, recoupment or termination whatsoever by reason 193 of the invalidity, illegality or unenforceability of the Securities, this Indenture or the Secured Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each of Domestic Loan Party hereunder shall, to the Guarantors hereunder shall fullest extent permitted by applicable law, not be discharged or impaired or otherwise affected by the failure of the Trustee Administrative Agent or any Holder of the Notes other Secured Party to assert any claim or demand or to enforce any remedy under this Indenture or any Securitythe Credit Agreement, any other Loan Document, any guarantee or any other agreementagreement or instrument, by any waiveramendment, waiver or modification or indulgence of any provision thereofof the Credit Agreement or any other Loan Document or other agreement or instrument, by any default, failure or delay, willful or otherwise, in the performance of the Secured Obligations, by any release of any other Guarantor pursuant to Section 1410 or by any other act or act, omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any Guarantor Domestic Loan Party or that would otherwise operate as a discharge of any Guarantor Domestic Loan Party as a matter of law or equity (other than the payment in full in cash of all the ObligationsSecured Obligations (other than contingent indemnity obligations with respect to then unasserted claims); provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of such Security, or increase the interest rate thereon, change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity which would impair or eliminate any right of any Domestic Loan Party to subrogation. If at any time any payment thereon, of a Secured Obligation is rescinded or increase must be otherwise restored or returned upon the principal amount insolvency or receivership of any Original Issue Discount Security that would Borrower or otherwise, the Guarantees shall be reinstated with respect thereto as though such payment had been due and payable upon a declaration of acceleration or the maturity thereof pursuant to Section 502 of this Indenturebut not made at such time.

No Discharge or Diminishment of Guarantee. Subject to Section 1410To the fullest extent permitted by applicable law and except as otherwise expressly provided in this Agreement, the obligations Facility Obligations of each of the Guarantors Guarantor hereunder shall be absolute and unconditional and not be subject to any reduction, limitation, termination, impairment or termination for any reason (other than the payment in full in cash of the ObligationsFacility Obligations (other than contingent indemnity obligations with respect to then unasserted claims)), including any claim of waiver, release, surrender, alteration or compromise of any of the Facility Obligations, and shall not be subject to any defense (other than a defense of payment) or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Securities, this Indenture or the Facility Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each of Guarantor hereunder shall, to the Guarantors hereunder shall fullest extent permitted by applicable law, not be discharged or impaired or otherwise affected by the failure of the Trustee Administrative Agent or any Holder of the Notes other Secured Party to assert any claim or demand or to enforce any remedy under this Indenture or any SecurityAgreement, any other Loan Document, any guarantee or any other agreementagreement or instrument, by any waiveramendment, waiver or modification or indulgence of any provision thereofof this Agreement or any other Loan Document or other agreement or instrument, by any default, failure or delay, willful or otherwise, in the performance of the Facility Obligations, by any release of any other Guarantor pursuant to Section 1410 or by any other act or act, omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the payment in full in cash of all the ObligationsFacility Obligations (other than contingent indemnity obligations with respect to then unasserted claims); provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of such Security, or increase the interest rate thereon, change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity which would impair or eliminate any right of any payment thereon, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant Guarantor to Section 502 of this Indenturesubrogation.

No Discharge or Diminishment of Guarantee. Subject to Section 1410Except for termination of a Guarantor’s obligations as expressly provided in this Article 9, the obligations of each of the Guarantors Guarantor hereunder shall be absolute and unconditional and not be subject to any reduction, limitation, termination, impairment or termination for any reason (other than the payment in full in cash of the Obligations)reason, including any claim of waiver, release, surrender, alteration or compromise of any of the Secured Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Securities, this Indenture or the Secured Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each of the Guarantors Guarantor hereunder shall not be discharged or impaired or otherwise affected by (a) the failure of the Trustee or any Holder of the Notes Lender to assert any claim or demand or to enforce any right or remedy under this Indenture the provisions of any Loan Document or otherwise, (b) any rescission, waiver, amendment or modification of, or any Securityrelease from any of the terms or provisions of, any other guarantee Loan Document or any other agreement, including with respect to any other Guarantor under this Credit Agreement, (c) the release of, or any impairment of or failure to perfect any Lien on or security interest in, any security held by the Lender for the Secured Obligations or any waiverof them, modification or indulgence of any provision thereof, by (d) any default, failure or delay, willful or otherwise, in the performance of the Secured Obligations, by any release of any other Guarantor pursuant to Section 1410 or by (e) any other act or omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the payment in full in cash of all the Obligations); provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the GuarantorsSecured Obligations (other than unasserted contingent indemnification and unasserted expense reimbursement obligations in each case not yet due and payable). Each Guarantor expressly authorizes the Lender to take and hold security for the payment and performance of the Secured Obligations, increase to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the principal amount of such Security, or increase the interest rate thereon, change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity order and manner of any payment thereonsale thereof in its sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Secured Obligations, or increase all without affecting the principal amount obligations of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Section 502 of this IndentureGuarantor hereunder.

No Discharge or Diminishment of Guarantee. Subject to Section 1410, the The obligations of each of the Guarantors Guarantor hereunder shall be absolute and unconditional and not be subject to any reduction, limitation, termination, impairment or termination for any reason (other than the performance or payment in full, or collateralization in full in cash a manner reasonably satisfactory to the Agent, of all of the Obligations), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Securities, this Indenture or the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each of the Guarantors Guarantor hereunder shall not be discharged or impaired or otherwise affected by the failure of the Trustee Agent or any Holder of the Notes other Secured Party to assert any claim or demand or to enforce any remedy under this Indenture or any Securitythe Credit Agreement, any other guarantee Loan Document, any Secured Hedging Agreement, any Bank Product Obligation Agreement or any other agreement, by any waiver, waiver or modification or indulgence of any provision of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, by or the failure to perfect any security interest in, or the release of the security held by or on behalf of the Collateral Agent or any other Guarantor pursuant to Section 1410 Secured Party, or by any other act or omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any Guarantor or that would otherwise operate as a discharge of any each Guarantor as a matter of law or equity (other than the performance or payment in full or collateralization in cash full in a manner reasonably satisfactory to the Agent of all the Obligations); provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of such Security, or increase the interest rate thereon, change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity of any payment thereon, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Section 502 of this Indenture.

No Discharge or Diminishment of Guarantee. Subject to Section 1410(a) Except as otherwise provided for herein, the obligations of each of the Guarantors Guarantor hereunder shall be are unconditional and absolute and unconditional and not be subject to any reduction, limitation, termination, impairment or termination for any reason (other than the payment in full in cash of the Guaranteed Obligations), including including: (i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration alteration, or compromise of any of the Guaranteed Obligations, by operation of law or otherwise; (ii) any judgment against the Guarantor; (iii) any change in the name, share capital, corporate or company existence, structure or ownership of the Obligated Parties, any Guarantor or any other guarantor of or other Person liable for any of the Guaranteed Obligations; (iv) any voluntary or involuntary liquidation, dissolution, winding-up, merger or amalgamation of the Issuer, the Guarantor or any other Obligated Party, by any sale or other disposition of all or substantially all of the assets of the Issuer, the Guarantor or such other Obligated Party, or by any judicial or extra-judicial receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, moratorium, arrangement, composition with creditors or other proceedings affecting the Issuer, the Guarantor or any other Obligated Party; (v) the existence of any claim, setoff or other rights which any Guarantor may have at any time against any Obligated Party, any Guaranteed Party, or any other Person, whether in connection herewith or in any unrelated transactions or (vi) to the fullest extent permitted by applicable law, any other circumstances which might otherwise constitute a defence available to, or a discharge of, any other Obligated Party in respect of the Guaranteed Obligations or of a Guarantor in respect of its guarantee it being the intent of the Guarantors that liability to the Guaranteed Parties under this Guarantee shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment in full in cash of the Guaranteed Obligations. (b) The obligations of each Guarantor hereunder are not subject to any defense defence or setoff, counterclaim, recoupment recoupment, or termination whatsoever by reason of the invalidity, illegality illegality, or unenforceability of this Guarantee, any other Note Document, any of the Securities, this Indenture or the Guaranteed Obligations or otherwise. Without limiting the generality , or any provision of applicable law or regulation purporting to prohibit payment by any Obligated Party, of the foregoingGuaranteed Obligations or any part thereof. (c) Further, the obligations of each of the Guarantors any Guarantor hereunder shall are not be discharged or impaired or otherwise affected by by: (i) the failure of the Trustee or any Holder of the Notes Guaranteed Party to assert any claim or demand or to enforce any remedy with respect to all or any part of the Guaranteed Obligations; (ii) any waiver or modification of or supplement to any provision of any agreement relating to the Guaranteed Obligations; (iii) any release, non-perfection, unenforceability or invalidity of any indirect or direct security or collateral for the obligations of the Obligated Parties for all or any part of the Guaranteed Obligations or any obligations of any other guarantor of or other Person liable for any of the Guaranteed Obligations under this Indenture Guarantee or any Security, of the Note Documents; (iv) any other guarantee action or any other agreement, failure to act by any waiver, modification or indulgence Guaranteed Party with respect to any collateral securing any part of any provision thereof, by the Guaranteed Obligations; (v) any default, failure or delay, willful or otherwise, in the payment or performance of any of the Guaranteed Obligations, by any release of or any other Guarantor pursuant to Section 1410 or by any other act or circumstance, act, omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any such Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Guaranteed Obligations); provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent (vi) assignment of all or any part of the Guarantors, increase the principal amount of such Security, or increase the interest rate thereon, change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity of any payment thereon, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Section 502 benefits of this IndentureGuarantee.

No Discharge or Diminishment of Guarantee. Subject (a) Except as otherwise provided for herein or set forth on Schedule 10.03 (to Section 1410the extent that such Schedule 10.03 includes limitations and only in respect of the relevant Guarantors) or otherwise with the consent of the Required Lenders, the obligations of each of the Guarantors Guarantor hereunder shall be are unconditional and absolute and unconditional and not be subject to any reduction, limitation, termination, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Bank Obligations), including including: (i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration or compromise of any of the Bank Obligations, and shall by operation of law or otherwise; (ii) any change in the corporate existence, structure or ownership of any Borrower or any other guarantor of or other Person liable for any of the Bank Obligations; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Obligated Party, or their assets or any resulting release or discharge of any obligation of any Obligated Party; or (iv) the existence of any claim, setoff or other rights which any Guarantor may have at any time against any Obligated Party, any Agent, any Issuing Bank, any Bank Secured Party, or any other Person, whether in connection herewith or in any unrelated transactions. (b) Subject to Section 10.03(d), the obligations of each Guarantor hereunder are not be subject to any defense or setoff, counterclaim, recoupment recoupment, or termination whatsoever by reason of the invalidity, illegality illegality, or unenforceability of any of the Securities, this Indenture or the Bank Obligations or otherwise. Without limiting the generality , or any provision of applicable law or regulation purporting to prohibit payment by any Obligated Party, of the foregoingBank Obligations or any part thereof. (c) Further, subject to the limitations in Schedule 10.03 the obligations of each of the Guarantors any Guarantor hereunder shall are not be discharged or impaired or otherwise affected by by: (i) the failure of the Trustee any Agent, any Issuing Bank or any Holder of the Notes Bank Secured Party to assert any claim or demand or to enforce any remedy under this Indenture with respect to all or any Securitypart of the Bank Obligations; (ii) any waiver or modification of or supplement to any provision of any agreement relating to the Bank Obligations; (iii) any release, non-perfection, or invalidity of any indirect or direct security for the obligations of any Borrower for all or any part of the Bank Obligations or any obligations of any other guarantor of or other Person liable for any of the Bank Obligations; (iv) any action or failure to act by any Agent, any other guarantee Issuing Bank or any other agreement, by Bank Secured Party with respect to any waiver, modification collateral securing any part of the Bank Obligations; or indulgence of any provision thereof, by (v) any default, failure or delay, willful or otherwise, in the payment or performance of any of the Bank Obligations, by any release of or any other Guarantor pursuant to Section 1410 or by any other act or circumstance, act, omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any such Guarantor or that would otherwise operate as a discharge of any [[5517420]] #93623000v7 Guarantor as a matter of law or equity (other than the payment in full in cash of all the Bank Obligations); provided, however, that notwithstanding . (d) Notwithstanding any provision to the foregoing, no contrary contained in this Agreement the Bank Obligations and liabilities of each applicable Guarantor shall be limited by the applicable local provisions and laws set forth in Schedule 10.03 with respect to such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of such Security, or increase the interest rate thereon, change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity of any payment thereon, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Section 502 of this IndentureGuarantor.

No Discharge or Diminishment of Guarantee. Subject to Section 1410, the a. The obligations of each of the Guarantors Parent hereunder shall be are unconditional and absolute and unconditional and not be subject to any reduction, limitation, termination, impairment or termination for any reason reason, including: (i) any change in the corporate existence, structure or ownership of Buyer; (ii) any insolvency, bankruptcy, reorganization or other than the payment in full in cash of the Obligations), including similar proceeding affecting Buyer or its assets or any claim of waiver, release, surrender, alteration resulting release or compromise discharge of any obligation of Buyer arising under applicable bankruptcy, insolvency or similar laws; or (iii) the Obligations, and shall not be subject to existence of any defense or setoffclaim, counterclaim, recoupment setoff or termination whatsoever by reason of the invalidityother rights or defenses which Parent may have at any time against Buyer or any other Person (without limiting Section 7), illegality whether in connection herewith or unenforceability of the Securities, this Indenture or the Obligations or otherwise. Without limiting the generality of the foregoingin any unrelated transactions. b. Further, the obligations of each of the Guarantors Parent hereunder shall are not be discharged or impaired or otherwise affected by by: (i) the failure of any Seller, the Trustee Company or any Holder of the Notes Sellers’ Representative to assert any claim or demand or to enforce any remedy under this Indenture with respect to all or any Security, part of the Guaranteed Obligations; (ii) any other guarantee waiver or modification of or supplement to any provision of the Purchase Agreement (or any other agreementAncillary Document) relating to the Guaranteed Obligations; provided, by that the Guaranteed Obligations shall be subject to any such waiver, modification or indulgence of any provision thereof, by supplement; or (iii) any default, failure or delay, willful or otherwise, in the payment or performance of any of the Guaranteed Obligations, by any release of or any other Guarantor pursuant to Section 1410 or by any other act or circumstance, act, omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any Guarantor Parent or that would otherwise operate as a discharge of any Guarantor Parent as a matter of law or equity (other than equity. c. Without limiting the payment in full in cash generality of all the Obligations); provided, however, that notwithstanding the foregoing, no such waiverto the extent permitted by applicable Law, modification Parent hereby expressly waives any and all benefits which might otherwise be available to it under any Law which states that a general release does not extend to a claim which the creditor does not know or indulgence shallsuspect to exist in its favor at the time of executing the release, without which if known by him or her must have materially affected its settlement with the consent of the Guarantors, increase the principal amount of such Security, or increase the interest rate thereon, change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity of any payment thereon, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Section 502 of this Indenturedebtor.

No Discharge or Diminishment of Guarantee. Subject to Section 1410, the The obligations of each of the Guarantors Guarantor hereunder shall be absolute and unconditional and not be subject to any reduction, limitation, termination, impairment or termination for any reason (other than the payment in full in cash of the Obligations), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Securities, this Indenture or the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each of the Guarantors Guarantor hereunder shall not be discharged or impaired or otherwise affected by by: (a) the failure of the Trustee or any Holder of the Notes Beneficiaries to assert any claim or demand or to enforce any remedy under this Indenture or the Notes, any Securityother Transaction Document, any other guarantee or any other agreement; (b) any compromise, by settlement, release, extension, indulgence, change, waiver or modification (including without limitation, a change in the principal amounts or in the interest rate) or termination of the Notes, any waiverother Transaction Document, modification any other guarantee or indulgence any other agreement; (c) the extension of the time for payment of the principal, interest or any provision thereof, by other sum due under the Notes; (d) any default, failure or delay, willful or otherwise, in the performance of the ObligationsObligations by the Borrower; (e) the voluntary or involuntary commencement of a case or proceeding under the United States Bankruptcy Code or under any state or foreign bankruptcy, insolvency or similar statute affecting the Borrower; the liquidation, dissolution, merger, consolidation, sale or other disposition of all or substantially all the assets of the Borrower; the marshaling of assets and liabilities; receivership, insolvency, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors or readjustment of debts; or other similar events or proceedings affecting the Borrower or any allegation or contest of the validity of this Guarantee or the Notes in any such proceeding; it being specifically understood, consented and agreed to that this Guarantee shall remain and continue in full force and effect and shall be enforceable against the Guarantor to the same extent and with the same force and effect as if such events and proceedings had not been instituted; and it is the intent and purpose of this Guarantee that the Guarantor shall and does hereby waive all rights and benefits which might accrue to the Guarantor by any release reason of any other Guarantor pursuant such proceedings; (f) any impairment, whether by negligence or otherwise, of any rights of subrogation of the Guarantor; (g) any failure of the Beneficiaries to Section 1410 mitigate damages resulting from any default by the Borrower under the Notes; (h) the actual or by purported assignment of any of the obligations, covenants and agreements contained in this Guarantee; or (i) any other act or omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any the Guarantor or that would otherwise operate as a discharge of any the Guarantor as a matter of law or equity (other than the payment in full in cash of all the Obligations); provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of such Security, or increase the interest rate thereon, change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity of any payment thereon, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Section 502 of this Indenture.

No Discharge or Diminishment of Guarantee. Subject to Section 14101310, to the fullest extent permitted by applicable law, the obligations of each of the Guarantors hereunder shall be absolute and unconditional and not be subject to any reduction, limitation, termination, impairment or for any reason (other than the payment in full in cash of the Obligations), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Securities, this Indenture or the Obligations or otherwise. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the obligations of each of the Guarantors hereunder shall not be discharged or impaired or otherwise affected by the failure of the Trustee or any Holder of the Notes Securities to assert any claim or demand or to enforce any remedy under this Indenture or any Security, any other guarantee or any other agreement, by any waiver, modification or indulgence of any provision thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, by any release of any other Guarantor pursuant to Section 1410 1310 or by any other act or omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the payment in full in cash of all the Obligations); provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of such Security, or increase the interest rate thereon, change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity of any payment thereon, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Section 502 of this Indenture.

No Discharge or Diminishment of Guarantee. Subject to Section 1410Except for termination of a Guarantor’s obligations as expressly provided in Article 9, the obligations of each of the Guarantors Guarantor hereunder shall be absolute and unconditional and not be subject to any reduction, limitation, termination, impairment or termination for any reason (other than the payment in full in cash of the Obligations)reason, including any claim of waiver, release, surrender, alteration or compromise of any of the Guaranteed Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Securities, this Indenture or the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each of the Guarantors Guarantor hereunder shall not be discharged or impaired or otherwise affected by (a) the failure of the Trustee Administrative Agent or any Holder of the Notes other Guaranteed Party to assert any claim or demand or to enforce any right or remedy under this Indenture the provisions of any Loan Document or otherwise, (b) any rescission, waiver, amendment or modification of, or any Securityrelease from any of the terms or provisions of, any other guarantee Loan Document or any other agreement, including with respect to any other Guarantor under this Guarantee Agreement, (c) the release of, or any impairment of or failure to perfect any Lien on or security interest in, any security held by the Administrative Agent or any waiverother Guaranteed Party for the Guaranteed Obligations or any of them, modification or indulgence of any provision thereof, by (d) any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations, by any release of any other Guarantor pursuant to Section 1410 or by (e) any other act or omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations); provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the GuarantorsGuaranteed Obligations (other than unasserted contingent indemnification and unasserted expense reimbursement obligations in each case not yet due and payable). Each Guarantor expressly authorizes the Administrative Agent to take and hold security for the payment and performance of the Guaranteed Obligations, increase to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the principal amount of such Security, or increase the interest rate thereon, change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity order and manner of any payment thereonsale thereof in its sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Guaranteed Obligations, or increase all without affecting the principal amount obligations of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Section 502 of this IndentureGuarantor hereunder.

No Discharge or Diminishment of Guarantee. Subject to Section 1410Except for termination of a Guarantor’s obligations as expressly provided in Article 9, the obligations of each of the Guarantors Guarantor hereunder shall be absolute and unconditional and not be subject to any reduction, limitation, termination, impairment or termination for any reason (other than the payment in full in cash of the Obligations)reason, including any claim of waiver, release, surrender, alteration or compromise of any of the Guaranteed Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Securities, this Indenture or the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, except for the termination or release of its obligations hereunder as expressly provided in Article 9, the obligations of each of the Guarantors Guarantor hereunder shall not be discharged or impaired or otherwise affected by (a) the failure of the Trustee Administrative Agent or any Holder of the Notes other Guaranteed Party to assert any claim or demand or to enforce any right or remedy under this Indenture the provisions of any Loan Document or otherwise, (b) any rescission, waiver, amendment or modification of, or any Securityrelease from any of the terms or provisions of, any other guarantee Loan Document or any other agreement, including with respect to any other Guarantor under this Guarantee Agreement, (c) the release of, or any impairment of or failure to perfect any Lien on or security interest in, any security held by the Administrative Agent or any waiverother Guaranteed Party for the Guaranteed Obligations or any of them, modification or indulgence of any provision thereof, by (d) any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations, by any release of any other Guarantor pursuant to Section 1410 or by (e) any other act or omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations); provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the GuarantorsGuaranteed Obligations (other than unasserted contingent indemnification and unasserted expense reimbursement obligations in each case not yet due and payable). Each Guarantor expressly authorizes the Administrative Agent to take and hold security for the payment and performance of the Guaranteed Obligations, increase to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the principal amount of such Security, or increase the interest rate thereon, change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity order and manner of any payment thereonsale thereof in its sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Guaranteed Obligations, or increase in accordance with the principal amount Security Agreement and the other Loan Documents and all without affecting the obligations of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Section 502 of this IndentureGuarantor hereunder.

No Discharge or Diminishment of Guarantee. Subject to Section 1410Except as contemplated by Sections 1(b) and 11 hereof, the obligations of each of the Guarantors Subsidiary Guarantor hereunder shall be absolute and unconditional and not be subject to any reduction, limitation, termination, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Second Priority Debt Obligations), including any claim of waiver, release, surrender, alteration or compromise of any of the Second Priority Debt Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Securities, this Indenture or the Second Priority Debt Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each of the Guarantors Subsidiary Guarantor hereunder shall not be discharged or impaired or otherwise affected by the failure of the Second Priority Collateral Trustee or any Holder of the Notes other Second Priority Debt Party to assert any claim or demand or to enforce any remedy under this Indenture or any Security, any other guarantee the Second Priority Debt Documents or any other agreement, by any waiver, waiver or modification or indulgence of any provision of any thereof, by any default, failure or delay, willful wilful or otherwise, in the performance of the Second Priority Debt Obligations, by any release of any other Guarantor pursuant to Section 1410 or by any other act or omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any Subsidiary Guarantor or that would otherwise operate as a discharge of any each Subsidiary Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Second Priority Debt Obligations); provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of such Security, or increase the interest rate thereon, change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity of any payment thereon, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Section 502 of this Indenture.

No Discharge or Diminishment of Guarantee. Subject to Section 1410, the The obligations of each of the Guarantors Subsidiary Guarantor hereunder shall be absolute and unconditional and not be subject to any reduction, limitation, termination, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Obligations), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations, and shall not be subject to any defense (other than a defense of payment) or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Securities, this Indenture or the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each of the Guarantors Subsidiary Guarantor hereunder shall not be discharged or impaired or otherwise affected by the failure of the Trustee U.S. Collateral Agent or any Holder of the Notes other Secured Party to assert any claim or demand or to enforce any remedy under this Indenture or any Securitythe Credit Agreement, any other guarantee Loan Document or any other agreement, by any waiver, waiver or modification or indulgence of any provision thereof, by any default, failure or delay, willful wilful or otherwise, in the performance of the Obligations, by any release of any other Guarantor pursuant to Section 1410 or by any other act or omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any Subsidiary Guarantor or that would otherwise operate as a discharge of any each Subsidiary Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations); provided. Notwithstanding anything contained herein to the contrary, howeverit is the intention of each Subsidiary Guarantor, the U.S. Collateral Agent and the other Secured Parties that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent amount of the GuarantorsObligations guaranteed by each Subsidiary Guarantor shall be in, increase but not in excess of, the principal maximum amount permitted by fraudulent conveyance, fraudulent transfer and other similar law, rule or regulation of any Governmental Authority applicable to such Subsidiary Guarantor. Accordingly, notwithstanding anything to the contrary contained in this Agreement or in any other agreement or instrument executed in connection with the payment of any of the Obligations, the amount of the Obligations guaranteed by each Subsidiary Guarantor under this Agreement shall be limited to an aggregate amount equal to the largest amount that would not render such Security, Subsidiary Guarantor’s obligations hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or increase the interest rate thereon, change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity comparable provision of any payment thereonother applicable Insolvency Law or other law, rule or increase the principal amount regulation of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Section 502 of this IndentureGovernmental Authority.

No Discharge or Diminishment of Guarantee. Subject to Section 1410, the The obligations of each of the Guarantors Guarantor hereunder shall be absolute and unconditional and not be subject to any reduction, limitation, termination, impairment or termination for any reason (other than the payment in full in cash of the Guarantied Obligations), including any claim of waiver, release, surrender, alteration or compromise of any of the Guarantied Obligations, and shall not be subject to any defense or setoff, counterclaimcounterclaim (other than a defense of payment in full in cash or performance), recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Securities, this Indenture or the Guarantied Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each of the Guarantors Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Trustee Administrative Agent or any Holder of the Notes Guarantied Party to assert any claim or demand or to enforce any remedy under this Indenture or any Security, any other guarantee the Credit Agreement or any other agreementLoan Document, by (ii) any waiverextensions, modification compromise, refinancing, consolidation or indulgence renewals of any provision thereofGuarantied Obligation, by (iii) any change in the time, place or manner of payment of any of the Guarantied Obligations or any rescissions, waivers, compromise, refinancing, consolidation or other amendments or modifications of any of the terms or provisions of the Credit Agreement or the other Loan Documents or any other agreement evidencing, securing or otherwise executed in connection with any of the Guarantied Obligations, (iv) any default, failure or delay, willful or otherwise, in the performance of the Guarantied Obligations, by any (v) the addition, substitution or release of any entity or other Guarantor pursuant Person primarily or secondarily liable for any Guarantied Obligation, (vi) the adequacy of any rights which the Administrative Agent or any Secured Creditor may have against any collateral security or other means of obtaining repayment of any of the Guarantied Obligations, (vii) the impairment of any collateral securing any of the Guarantied Obligations, including without limitation the failure to Section 1410 perfect or preserve any rights which the Administrative Agent or any Secured Creditor might have in such collateral security or the substitution, exchange, surrender, release, loss or destruction of any such collateral security, or (viii ) to the maximum extent permitted by applicable law, any other act or omission or delay to do any other act that may or might in any manner or to any the extent vary the risk of any Guarantor or that would otherwise operate as a discharge of any each Guarantor as a matter of law or equity (other than the payment in full in cash of all the Guarantied Obligations); provided. To the fullest extent permitted by law, howevereach Guarantor hereby expressly waives any and all rights or defenses arising by reason of (A) any “one action” or “anti-deficiency” law, that notwithstanding which would otherwise prevent the foregoingAdministrative Agent or any Secured Creditor from bringing any action, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of such Securityincluding any claim for a deficiency, or increase the interest rate thereon, change exercising any redemption provisions thereof other right or remedy (including any change to increase any premium payable upon redemption thereof) right of set-off), against such Guarantor before or change after the Stated Maturity Administrative Agent’s or such Secured Creditor’s commencement or completion of any payment thereonforeclosure action, whether judicially, by exercise of power of sale or otherwise, or increase (B) any other law which in any other way would otherwise require any election of remedies by the principal amount of Administrative Agent or any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Section 502 of this IndentureSecured Creditor.

No Discharge or Diminishment of Guarantee. Subject to Section 1410, the The obligations of each of the Guarantors Guarantor hereunder shall be absolute and unconditional and not be subject to any reduction, limitation, termination, impairment or termination for any reason (other than the payment in full in cash of the ObligationsGuaranteed Obligations (other than contingent indemnification obligations)), including any claim of waiver, release, surrender, alteration or compromise of any of the Guaranteed Obligations, and shall not be subject to (to the extent permitted by applicable law) any defense (other than payment in full in cash of the Guaranteed Obligations (other than contingent indemnification obligations)) or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Securities, this Indenture or the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each of the Guarantors Guarantor hereunder shall not be discharged or impaired or otherwise affected by the failure of the Trustee Administrative Agent or any Holder of the Notes Lender to assert any claim or demand or to enforce any remedy under this Indenture or any Securitythe Bridge Credit Agreement, any other guarantee Loan Document or any other agreement, by any waiver, waiver or modification or indulgence of any provision of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations, by any release of any other Guarantor pursuant to Section 1410 or by any other act or omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any Guarantor or that would otherwise operate as a discharge of any each Guarantor as a matter of law or equity (other than the payment in full in cash of all the ObligationsGuaranteed Obligations (other than contingent indemnification obligations); provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of such Security, or increase the interest rate thereon, change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity of any payment thereon, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Section 502 of this Indenture).

No Discharge or Diminishment of Guarantee. Subject to Section 1410(a) Except as otherwise provided for herein, the obligations of each of the Guarantors Guarantor hereunder shall be are unconditional, absolute and unconditional irrevocable and not be subject to any reduction, limitation, termination, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Guaranteed Obligations), including including: (i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration or compromise of any of the Guaranteed Obligations, and shall by operation of law or otherwise; (ii) any change in the existence, structure or ownership or any incapacity or lack of power, authority or legal personality of any Obligor or Guarantor liable for any of the Guaranteed Obligations; (iii) any insolvency, bankruptcy, liquidation, administration, reorganization or other similar proceeding affecting any Obligor or Guarantor or its assets or any resulting release or discharge of any obligation of any Obligor or Guarantor; or (iv) the existence of any claim, setoff or other rights which any Obligor or Guarantor may have at any time against any holder of the Notes or any other Person, whether in connection herewith or in any unrelated transactions. (b) The obligations of each Guarantor hereunder are not be subject to any defense defence or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the SecuritiesGuaranteed Obligations, the Notes, the Note Purchase Agreement, this Indenture Guarantee or otherwise, or any provision of applicable law or regulation purporting to prohibit payment by any Obligor or Guarantor, of the Guaranteed Obligations or otherwise. Without limiting the generality any part thereof. (c) The Guaranteed Obligations of the foregoing, the obligations of each of the Guarantors any Guarantor hereunder shall not be discharged or impaired or otherwise affected by by: (i) the failure of the Trustee or any Holder holder of the Notes to assert any claim or demand or to exercise or enforce any right or remedy under this Indenture with respect to all or any Securitypart of the Guaranteed Obligations; (ii) any change in the time, place or manner of payment of, or in any other guarantee term of, the Guaranteed Obligations or any other agreementobligation of any Obligor or Guarantor under any agreement relating to the Guaranteed Obligations, by or any rescission, waiver, amendment or other modification of the Note Purchase Agreement or indulgence other agreement relating to the Guaranteed Obligations, including any increase in the Guaranteed Obligations resulting from any extension of additional credit or otherwise; (iii) any taking, exchange, substitution, release, impairment or non-perfection of any provision collateral or any proceeds thereof, by (iv) any taking, release, impairment, amendment, waiver or other modification of any guarantee, for the Guaranteed Obligations; (v) creating new or additional Guaranteed Obligations after prior Guaranteed Obligations have been satisfied in whole or in part; (vi) any failure of any holder of the Notes to disclose to any Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Guarantor now or hereafter known to the holders of the Notes; each Guarantor waiving any duty of the holders of the Notes to disclose such information; or (vii) any default, failure or delay, willful or otherwise, in the payment or performance of any of the Guaranteed Obligations, by any release of or any other Guarantor pursuant to Section 1410 or by any other act or circumstance, act, omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any such Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Guaranteed Obligations); provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of such Security, or increase the interest rate thereon, change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity of any payment thereon, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Section 502 of this Indenture.

No Discharge or Diminishment of Guarantee. Subject (a) Except as otherwise provided for herein or set forth on Schedule 10.03 (to Section 1410the extent that such Schedule 10.03 includes limitations and only in respect of the relevant Guarantors) or otherwise with the consent of the Required Lenders, the obligations of each of the Guarantors Guarantor hereunder shall be are unconditional and absolute and unconditional and not be subject to any reduction, limitation, termination, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Bank Obligations), including including: (i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration or compromise of any of the Bank Obligations, and shall by operation of law or otherwise; (ii) any change in the corporate existence, structure or ownership of any Borrower or any other guarantor of or other Person liable for any of the Bank Obligations; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Obligated Party, or their assets or any resulting release or discharge of any obligation of any Obligated Party; or (iv) the existence of any claim, setoff or other rights which any Guarantor may IF " DOCVARIABLE "SWDocIDLocation" 1" = "1" " DOCPROPERTY "SWDocID" [[6026340]]" "" [[6026340]] have at any time against any Obligated Party, any Agent, any Issuing Bank, any Bank Secured Party, or any other Person, whether in connection herewith or in any unrelated transactions. (b) Subject to Section 10.03(d), the obligations of each Guarantor hereunder are not be subject to any defense or setoff, counterclaim, recoupment recoupment, or termination whatsoever by reason of the invalidity, illegality illegality, or unenforceability of any of the Securities, this Indenture or the Bank Obligations or otherwise. Without limiting the generality , or any provision of applicable law or regulation purporting to prohibit payment by any Obligated Party, of the foregoingBank Obligations or any part thereof. (c) Further, subject to the limitations in Schedule 10.03 the obligations of each of the Guarantors any Guarantor hereunder shall are not be discharged or impaired or otherwise affected by by: (i) the failure of the Trustee any Agent, any Issuing Bank or any Holder of the Notes Bank Secured Party to assert any claim or demand or to enforce any remedy under this Indenture with respect to all or any Securitypart of the Bank Obligations; (ii) any waiver or modification of or supplement to any provision of any agreement relating to the Bank Obligations; (iii) any release, non-perfection, or invalidity of any indirect or direct security for the obligations of any Borrower for all or any part of the Bank Obligations or any obligations of any other guarantor of or other Person liable for any of the Bank Obligations; (iv) any action or failure to act by any Agent, any other guarantee Issuing Bank or any other agreement, by Bank Secured Party with respect to any waiver, modification collateral securing any part of the Bank Obligations; or indulgence of any provision thereof, by (v) any default, failure or delay, willful or otherwise, in the payment or performance of any of the Bank Obligations, by any release of or any other Guarantor pursuant to Section 1410 or by any other act or circumstance, act, omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any such Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the payment in full in cash of all the Bank Obligations); provided, however, that notwithstanding . (d) Notwithstanding any provision to the foregoing, no contrary contained in this Agreement the Bank Obligations and liabilities of each applicable Guarantor shall be limited by the applicable local provisions and laws set forth in Schedule 10.03 with respect to such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of such Security, or increase the interest rate thereon, change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity of any payment thereon, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Section 502 of this IndentureGuarantor.

No Discharge or Diminishment of Guarantee. Subject to Section 1410, the The obligations of each of the Guarantors Guarantor hereunder shall be absolute and unconditional and shall not be subject to any reduction, limitation, termination, impairment or termination for any reason (other than the payment in full in cash of the Obligations)reason, including including, without limitation, any claim of waiver, release, surrender, alteration or compromise of any of the Obligationscompromise, and shall not be subject to any defense or setoff, counterclaim, recoupment deduction, diminution, abatement, suspension deferment, reduction, recoupment, termination or termination defense (other than full and strict indefeasible satisfaction of the Obligations) whatsoever by reason of the invalidity, illegality or unenforceability of the Securities, this Indenture or the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations no obligation of each of the Guarantors either Guarantor hereunder shall not be released, discharged or impaired or otherwise affected by any circumstance or condition whatsoever (whether or not the failure of Borrower, either Guarantor, the Trustee or any Holder of the Notes to assert any claim or demand or to enforce any remedy under this Indenture or any Security, any other guarantee Collateral Agent or any other agreement, by any waiver, modification or indulgence of any provision Secured Party has knowledge thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, by any release of any other Guarantor pursuant to Section 1410 or by any other act or omission or delay to do any other act ) that may or might in any manner or to any extent vary the risk of any either Guarantor or that would otherwise operate as a discharge of any either Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations); provided, howeverincluding, that notwithstanding without limitation: (a) any termination, amendment, modification, addition, deletion or supplement to or other change to any of the foregoingterms of any Credit Transaction Document or any other instrument or agreement applicable to any of the parties hereto or thereto, no such or any assignment or transfer of any thereof, or any furnishing or acceptance of security, or any release of any security, for any Obligations of the Borrower or either Guarantor hereunder or thereunder, or the failure of any security or the failure of any person to perfect any interest in any collateral; (b) any failure, forbearance, omission or delay on the part of the Borrower or either Guarantor or the Collateral Agent or any other Secured Party to conform or comply with any term of any Credit Transaction Document or any other instrument or agreement, or any failure to give notice to the Borrower or either Guarantor of the occurrence of an Event of Default or any Default occurring under the Credit Agreement or the Tranche A Exchange Note Purchase Agreements; (c) any waiver of the payment, performance or observance of any of the obligations, conditions, covenants or agreements contained in any Credit Transaction Document, or any other waiver, modification consent, extension, renewal, indulgence, compromise, release, settlement, refunding or indulgence shallother action or inaction under or in respect of any Credit Transaction Document or any other instrument or agreement, without the consent or under or in respect of any obligation or liability of the Guarantors, increase Borrower or either Guarantor or the principal amount of such Security, Collateral Agent or increase the interest rate thereon, change any redemption provisions thereof (including other Secured Party or any change to increase any premium payable upon redemption thereof) exercise or change the Stated Maturity non-exercise of any payment thereonright, remedy, power or increase the principal amount privilege under or in respect of any Original Issue Discount Security that would be due and payable upon a declaration such instrument of acceleration agreement or the maturity thereof pursuant to Section 502 of this Indenture.any such obligation or liability;

No Discharge or Diminishment of Guarantee. Subject to Section 1410, the The obligations of each of the Guarantors Guarantor hereunder shall be absolute and unconditional and not be subject to any reduction, limitation, termination, impairment or termination for any reason (other than the payment in full in cash of the Guarantied Obligations), including any claim of waiver, release, surrender, alteration or compromise of any of the Guarantied Obligations, and shall not be subject to any defense or setoff, counterclaimcounterclaim (other than a defense of payment in full in cash or performance), recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Securities, this Indenture or the Guarantied Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each of the Guarantors Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Trustee Administrative Agent or any Holder of the Notes Guarantied Party to assert any claim or demand or to enforce any remedy under this Indenture or any Security, any other guarantee the Credit Agreement or any other agreementLoan Document, by (ii) any waiverextensions, modification compromise, refinancing, consolidation or indulgence renewals of any provision thereofGuarantied Obligation, by (iii) any change in the time, place or manner of payment of any of the Guarantied Obligations or any rescissions, waivers, compromise, refinancing, consolidation or other amendments or modifications of any of the terms or provisions of the Credit Agreement or the other Loan Documents or any other agreement evidencing, securing or otherwise executed in connection with any of the Guarantied Obligations, (iv) any default, failure or delay, willful or otherwise, in the performance of the Guarantied Obligations, by any (v) the addition, substitution or release of any entity or other Guarantor pursuant Person primarily or secondarily liable for any Guarantied Obligation, (vi) the adequacy of any rights which the Administrative Agent or any Secured Creditor may have against any collateral security or other means of obtaining repayment of any of the Guarantied Obligations, (vii) the impairment of any collateral securing any of the Guarantied Obligations, including without limitation the failure to Section 1410 perfect or preserve any rights which the Administrative Agent or any Secured Creditor might have in such collateral security or the substitution, exchange, surrender, release, loss or destruction of any such collateral security, or (viii) to the maximum extent permitted by applicable law, any other act or omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the payment in full in cash of all the Guarantied Obligations); provided. To the fullest extent permitted by law, howevereach Guarantor hereby expressly waives any and all rights or defenses arising by reason of (A) any “one action” or “anti-deficiency” law, that notwithstanding which would otherwise prevent the foregoingAdministrative Agent or any Secured Creditor from bringing any action, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of such Securityincluding any claim for a deficiency, or increase the interest rate thereon, change exercising any redemption provisions thereof other right or remedy (including any change to increase any premium payable upon redemption thereof) right of set-off), against such Guarantor before or change after the Stated Maturity Administrative Agent's or such Secured Creditor's commencement or completion of any payment thereonforeclosure action, whether judicially, by exercise of power of sale or otherwise, or increase (B) any other law which in any other way would otherwise require any election of remedies by the principal amount of Administrative Agent or any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Section 502 of this IndentureSecured Creditor.

No Discharge or Diminishment of Guarantee. Subject to Section 1410(a) Except as otherwise provided for herein, the obligations of each of the Guarantors Borrower and each other Loan Party hereunder shall be are unconditional and absolute and unconditional and not be subject to any reduction, limitation, termination, impairment or termination for any reason (other than the payment in full in cash of the Guaranteed Obligations), including including: (i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration alteration, or compromise of any of the Guaranteed Obligations, by operation of law or otherwise; (ii) any change in the corporate existence, structure or ownership of any Borrower or any other Loan Party or any other guarantor of or other Person liable for any of the Guaranteed Obligations; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Obligated Party or its assets or any resulting release or discharge of any obligation of any Obligated Party; or (iv) the existence of any claim, setoff or other right which any Borrower may have at any time against any Obligated Party, the Administrative Agent, the Canadian Administrative Agent, any Issuing Bank, any Lender, or any other Person, whether in connection herewith or in any unrelated transaction. (b) The obligations of each Borrower and shall each other Loan Party hereunder are not be subject to any defense or setoff, counterclaim, recoupment recoupment, or termination whatsoever by reason of the invalidity, illegality illegality, or unenforceability of any of the Securities, this Indenture or the Guaranteed Obligations or otherwise. Without limiting the generality , or any provision of applicable law or regulation purporting to prohibit payment by any Obligated Party, of the foregoingGuaranteed Obligations or any part thereof. (c) Further, the obligations of any Borrower and each of the Guarantors other Loan Party hereunder shall are not be discharged or impaired or otherwise affected by by: (i) the failure of the Trustee Administrative Agent, the Canadian Administrative Agent, any Issuing Bank, any Lender or any Holder of the Notes other Lender Party to assert any claim or demand or to enforce any remedy under this Indenture with respect to all or any Securitypart of the Guaranteed Obligations; (ii) any waiver or modification of or supplement to any provision of any agreement relating to the Guaranteed Obligations; (iii) any release, non-perfection or invalidity of any indirect or direct security for the obligations of any Borrower for all or any part of the Guaranteed Obligations or any obligations of any other guarantor of or other Person liable for any of the Guaranteed Obligations; (iv) any action or failure to act by the Administrative Agent, the Canadian Administrative Agent, any other guarantee Issuing Bank, any Lender or any other agreement, by Lender Party with respect to any waiver, modification collateral securing any part of the Guaranteed Obligations; or indulgence of any provision thereof, by (v) any default, failure or delay, willful or otherwise, in the payment or performance of any of the Guaranteed Obligations, by any release of or any other Guarantor pursuant to Section 1410 or by any other act or circumstance, act, omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any Guarantor such Borrower, such other Loan Party or that would otherwise operate as a discharge of any Guarantor Borrower as a matter of law or equity (other than the payment in full in cash of all the Guaranteed Obligations); provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of such Security, or increase the interest rate thereon, change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity of any payment thereon, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Section 502 of this Indenture.

No Discharge or Diminishment of Guarantee. Subject to Section 1410, the The obligations of each of the Guarantors hereunder Kimco under this guarantee shall be absolute and unconditional and not be subject to any reduction, limitation, termination, impairment or termination for any reason (other than the payment in full in cash of the Guaranteed Obligations), including any claim of waiver, release, surrender, amendment, modification, alteration or compromise of any of the ObligationsGuaranteed Obligations or of any collateral security or guarantee or other accommodation in respect thereof, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Securities, Guaranteed Obligations or any Loan Document or any provision thereof (or of this Indenture Agreement or the Obligations any provision hereof) or otherwise. Without limiting the generality of the foregoing, the obligations of each of the Guarantors hereunder Kimco under this guarantee shall not be discharged or impaired or otherwise affected by the failure any change of location, form or jurisdiction of any Subsidiary Borrower or any other Person, any merger, consolidation or amalgamation of any Subsidiary Borrower or any other Person into or with any other Person, any sale, lease or transfer of any of the Trustee assets of any Subsidiary Borrower or any Holder of the Notes other Person to assert any claim or demand or to enforce any remedy under this Indenture or any Securityother Person, any other guarantee change of form, structure, or status under any law in respect of any Subsidiary Borrower or any other agreementPerson, by or any waiverother occurrence, modification circumstance, happening or indulgence event whatsoever, whether similar or dissimilar to the foregoing, whether foreseen or unforeseen, that might otherwise constitute a legal or equitable defense, release, exoneration, or discharge or that might otherwise limit recourse against any Subsidiary Borrower or Kimco or any other Person. The obligations of any provision thereofKimco under this guarantee shall extend to all Guaranteed Obligations without limitation of amount, by any default, failure and Kimco agrees that it shall be obligated to honor its guarantee hereunder whether or delay, willful or otherwise, in the performance of the Obligations, by any release of not any other Guarantor pursuant (i) has been called to Section 1410 honor its guarantee (ii) has failed to honor its guarantee in whole or by any other act or omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the payment in full in cash of all the Obligations); provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of such Securitypart, or increase the interest rate thereon, change (iii) has been released for any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity of any payment thereon, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Section 502 of this Indenturereason whatsoever from its obligations under its guarantee.

No Discharge or Diminishment of Guarantee. Subject to Section 141014.10, the obligations of each of the Guarantors hereunder shall be absolute and unconditional and not be subject to any reduction, limitation, termination, termination or impairment or for any reason (other than the payment in full in cash of the Obligations), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Securities, this Indenture or the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each of the Guarantors hereunder shall not be discharged or impaired or otherwise affected by the failure of the Trustee or any Holder of the Notes Securities to assert any claim or demand or to enforce any remedy under this Indenture or any Security, any other guarantee or any other agreement, by any waiver, modification or indulgence of any provision thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, by any release of any other Guarantor pursuant to Section 1410 14.10 or by any other act or omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the payment in full in cash of all the Obligations); provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of such Security, or increase the interest rate thereon, change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity of any payment thereon, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Section 502 5.02 of this Indenture.

No Discharge or Diminishment of Guarantee. Subject to Section 1410(a) Except as otherwise provided for herein, the obligations of each of the Guarantors Guarantor hereunder shall be are unconditional, absolute and unconditional irrevocable and not be subject to any reduction, limitation, termination, impairment or termination for any reason (other than the indefeasible payment in full in cash of the ObligationsGuaranteed Obligations and termination of the Note Purchase Agreement), including including: (i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration or compromise of any of the Guaranteed Obligations, and shall by operation of law or otherwise; (ii) any change in the existence, structure or ownership of any Obligated Party; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Obligated Party or its assets or any resulting release or discharge of any obligation of any Obligated Party; or (iv) the existence of any claim, setoff or other rights which any Guarantor may have at any time against any Obligated Party, any Noteholder or any other Person, whether in connection herewith or in any unrelated transactions. (b) The obligations of each Guarantor hereunder are not be subject to any defense defence or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the SecuritiesGuaranteed Obligations, the Note Purchase Agreement, the Notes, this Indenture Note Guarantee or otherwise, or any provision of applicable law or regulation purporting to prohibit payment by any Obligated Party, of the Guaranteed Obligations or otherwise. Without limiting the generality any part thereof. (c) The Guaranteed Obligations of the foregoing, the obligations of each of the Guarantors any Guarantor hereunder shall not be discharged or impaired or otherwise affected by by: (i) the failure of the Trustee or any Holder of the Notes Noteholder to assert any claim or demand or to exercise or enforce any right or remedy under this Indenture with respect to all or any Securitypart of the Guaranteed Obligations; (ii) any change in the time, place or manner of payment of, or in any other guarantee term of, the Guaranteed Obligations or any other agreementobligation of any Obligated Party under any agreement relating to the Guaranteed Obligations, by or any rescission, waiver, amendment or other modification of the Note Purchase Agreement, the Notes, any Financing Document or indulgence any other agreement relating to the Guaranteed Obligations; (iii) any taking, release, impairment, amendment, waiver or other modification of any provision guarantee, for the Guaranteed Obligations; (iv) creating new or additional Guaranteed Obligations after prior Guaranteed Obligations have been satisfied in whole or in part; (v) any failure of the Noteholders to disclose to any Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Guarantor now or hereafter known to such Noteholder; (vi) any taking, exchange, substitution, release, impairment or non-perfection of any collateral (if any) or any proceeds thereof, by ; (vii) each Guarantor waiving any duty of the Noteholders to disclose such information; or (viii) any default, failure or delay, willful or otherwise, in the payment or performance of any of the Guaranteed Obligations, by any release of or any other Guarantor pursuant to Section 1410 or by any other act or circumstance, act, omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any such Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Guaranteed Obligations); provided. (d) To the fullest extent permitted by applicable law, however, that each Guarantor hereby waives any right to revoke this Note Guarantee as to future Guaranteed Obligations. If such a revocation is effective notwithstanding the foregoingforegoing waiver, each Guarantor acknowledges and agrees that (i) no such waiverrevocation shall be effective until written notice thereof has been received by the Noteholders, modification or indulgence shall, without (ii) no such revocation shall apply to any Guaranteed Obligations in existence on the consent date of receipt by the Guarantors, increase the principal amount Noteholders of such Security, or increase the interest rate thereon, change any redemption provisions thereof written notice (including any change to increase any premium payable upon redemption subsequent continuation, extension, or renewal thereof) , or change in the Stated Maturity interest rate, payment terms, or other terms and conditions thereof), (iii) no such revocation shall apply to any Guaranteed Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of the Noteholders on the date of such revocation, (iv) no payment by any Guarantor, the Company, or from any other source, prior to the date of the Noteholders’ receipt of written notice of such revocation, shall reduce the maximum obligation of any Guarantor hereunder, and (v) any payment thereonby the Company or from any source other than the Guarantors subsequent to the date of such revocation shall first be applied to that portion of the Guaranteed Obligations as to which the revocation is effective and which are not, or increase therefore, guaranteed hereunder, and to the principal amount extent so applied shall not reduce the maximum obligation of any Original Issue Discount Security that would Guarantor hereunder. (e) Each default in the payment or performance of any of the Guaranteed Obligations shall give rise to a separate claim and cause of action hereunder, and separate claims or suits may be due made and payable upon a declaration of acceleration or brought, as the maturity thereof pursuant to Section 502 of this Indenturecase may be, hereunder as each such default occurs.

No Discharge or Diminishment of Guarantee. Subject to Section 1410, the The obligations of each of the Guarantors Guarantor hereunder are irrevocable and shall be absolute and unconditional and not be subject to any reduction, limitation, termination, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Obligations), including any regulatory change or other governmental action (whether or not adverse) or other change in applicable law, or any claim of waiver, release, surrender, alteration or compromise of any of the ObligationsObligations against any Borrower or any other Guarantor, and shall not be subject to any defense or defense, setoff, counterclaim, recoupment recoupment, abatement or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Securities, this Indenture or the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each of the Guarantors Guarantor hereunder shall not be discharged or impaired or otherwise affected by by: (a) the failure of the Trustee Collateral Agent or any Holder of the Notes other Secured Party to assert any claim or demand or to enforce any remedy under this Indenture or any Securitythe Credit Agreement, any other guarantee Loan Document or any other agreement, by (b) any waiver, waiver or modification or indulgence of any provision of any thereof, by (c) any default, failure or delay, willful or otherwise, in the performance of the Obligations, by (d) any release change in the existence, structure or ownership of any Borrower or any other Guarantor, (e) any liquidation or other similar proceeding (including the Cases) affecting any Borrower or any other Guarantor pursuant or its assets or any resulting disallowance, release or discharge of all or any portion of the Obligations, (f) any direction as to Section 1410 application of payment by any Borrower or any other Guarantor or any other Person, (g) the failure by any Borrower or any Guarantor or any other Person to sign this Agreement or a guaranty similar to this Agreement or (h) any other act or omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any Guarantor or that would otherwise operate as a discharge of any each Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations); provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of such Security, or increase the interest rate thereon, change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity of any payment thereon, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Section 502 of this Indenture.

No Discharge or Diminishment of Guarantee. Subject to Section 1410, the The obligations of each of the Guarantors Guarantor hereunder shall be absolute and unconditional and not be subject to any reduction, limitation, termination, impairment or termination for any reason (other than the payment in full in cash of the Guaranteed Obligations), including any claim of waiver, release, surrender, amendment, modification, alteration or compromise of any of the ObligationsGuaranteed Obligations or of any collateral security or guarantee or other accommodation in respect thereof, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Securities, Guaranteed Obligations or any Loan Document or any provision thereof (or of this Indenture Credit Agreement or the Obligations any provision hereof) or otherwise. Without limiting the generality of the foregoing, the obligations of each of the Guarantors Guarantor hereunder shall not be discharged or impaired or otherwise affected by the failure any change of location, form or jurisdiction of the Trustee Borrower or any Holder other Person, any merger, consolidation or amalgamation of the Notes to assert any claim or demand or to enforce any remedy under this Indenture Borrower or any Securityother Person into or with any other Person, any sale, lease or transfer of any of the assets of the Borrower or any other Person to any other Person, any other guarantee change of form, structure, or status under any law in respect of the Borrower or any other agreementPerson, by any waiver, modification or indulgence of any provision thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, by any release of any other Guarantor pursuant occurrence, circumstance, happening or event whatsoever, whether similar or dissimilar to Section 1410 or by any other act or omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the payment in full in cash of all the Obligations); provided, however, that notwithstanding the foregoing, no such waiverwhether foreseen or unforeseen, modification that might otherwise constitute a legal or indulgence shallequitable defense, without release, exoneration, or discharge or that might otherwise limit recourse against the consent Borrower, any Guarantor, or any other Person. The obligations of each Guarantor hereunder shall extend to all Obligations of the GuarantorsBorrower without limitation of amount, increase and each Guarantor agrees that it shall be obligated to honor its guarantee hereunder whether or not any other guarantor or any Person that has provided any collateral or that is the principal amount obligor in respect of any obligation that constitutes collateral for any Obligations of the Borrower (i) has been called to honor its guarantee or provide such Securitycollateral or honor any such obligation or, (ii) having been so called has failed to do so in whole or in part, or increase the interest rate thereon, change (iii) has been released for any redemption provisions thereof (including reason whatsoever from any change to increase any premium payable upon redemption thereof) or change the Stated Maturity of any payment thereon, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Section 502 of this Indenturesuch obligation.

No Discharge or Diminishment of Guarantee. Subject to Section 1410, the The obligations of each of the Guarantors Subsidiary Guarantor hereunder shall be absolute and unconditional and not be subject to any reduction, limitation, termination, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Guaranteed Obligations), including any claim of waiver, release, surrender, alteration or compromise of any of the Guaranteed Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Securities, this Indenture or the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each of the Guarantors Subsidiary Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Trustee Collateral Agent or any Holder of the Notes other Secured Party to assert any claim or demand or to enforce any right or remedy under this Indenture or any Securitythe Existing Credit Agreement, the New Credit Agreement, any other guarantee Loan Document, any Guarantee or any other agreement or instrument; (ii) any recission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement, by including with respect to any waiver, modification or indulgence other Subsidiary Guarantor under this Agreement; (iii) the release of any provision thereof, security held by the Collateral Agent or any other Secured Party for the Guaranteed Obligations or any of them; (iv) by any default, failure or delay, willful wilful or otherwise, in the performance of the Guaranteed Obligations, by any release of any other Guarantor pursuant to Section 1410 ; or (v) by any other act or act, omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any Subsidiary Guarantor or that would otherwise operate as a discharge of any Subsidiary Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Guaranteed Obligations); provided, however, that notwithstanding the foregoing, no such waiver, modification ) or indulgence shall, without the consent of the Guarantors, increase the principal amount which would impair or eliminate any right of such Security, or increase the interest rate thereon, change any redemption provisions thereof (including any change Subsidiary Guarantor to increase any premium payable upon redemption thereof) or change the Stated Maturity of any payment thereon, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Section 502 of this Indenturesubrogation.

No Discharge or Diminishment of Guarantee. Subject to Section 1410, the The obligations of each of the Guarantors Guarantor hereunder shall be absolute and unconditional and not be subject to any reduction, limitation, termination, impairment or termination for any reason (other than the payment in full in cash of the Guarantied Obligations), including any claim of waiver, release, surrender, alteration or compromise of any of the Guarantied Obligations, and shall not be subject to any defense or setoff, counterclaimcounterclaim (other than a defense of payment in full in cash or performance), recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Securities, this Indenture or the Guarantied Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each of the Guarantors Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Trustee Administrative Agent or any Holder of the Notes Guarantied Party to assert any claim or demand or to enforce any remedy under this Indenture or any Security, any other guarantee the Credit Agreement or any other agreementLoan Document, by (ii) any waiverextensions, modification compromise, refinancing, consolidation or indulgence renewals of any provision thereofGuarantied Obligation, by (iii) any change in the time, place or manner of payment of any of the Guarantied Obligations or any rescissions, waivers, compromise, refinancing, consolidation or other amendments or modifications of any of the terms or provisions of the Credit Agreement or the other Loan Documents or any other agreement evidencing, securing or otherwise executed in connection with any of the Guarantied Obligations, (iv) any default, failure or delay, willful or otherwise, in the performance of the Guarantied Obligations, by any (v) the addition, substitution or release of any entity or other Guarantor pursuant Person primarily or secondarily liable for any Guarantied Obligation, (vi) the adequacy of any rights which the Administrative Agent or any Secured Creditor may have against any collateral security or other means of obtaining repayment of any of the Guarantied Obligations, (vii) the impairment of any collateral securing any of the Guarantied Obligations, including without limitation the failure to Section 1410 perfect or preserve any rights which the Administrative Agent or any Secured Creditor might have in such collateral security or the substitution, exchange, surrender, release, loss or destruction of any such collateral security, or (viii) to the maximum extent permitted by applicable law, any other act or omission or delay to do any other act that may or might in any manner or to any the extent vary the risk of any Guarantor or that would otherwise operate as a discharge of any each Guarantor as a matter of law or equity (other than the payment in full in cash of all the Guarantied Obligations); provided. To the fullest extent permitted by law, howevereach Guarantor hereby expressly waives any and all rights or defenses arising by reason of (A) any “one action” or “anti-deficiency” law, that notwithstanding which would otherwise prevent the foregoingAdministrative Agent or any Secured Creditor from bringing any action, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of such Securityincluding any claim for a deficiency, or increase the interest rate thereon, change exercising any redemption provisions thereof other right or remedy (including any change to increase any premium payable upon redemption thereof) right of set-off), against such Guarantor before or change after the Stated Maturity Administrative Agent’s or such Secured Creditor’s commencement or completion of any payment thereonforeclosure action, whether judicially, by exercise of power of sale or otherwise, or increase (B) any other law which in any other way would otherwise require any election of remedies by the principal amount of Administrative Agent or any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Section 502 of this IndentureSecured Creditor.