Common use of No Limitations, Etc Clause in Contracts

No Limitations, Etc. (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 7.14, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, 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 Loan Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Agent or any other Loan Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Loan Document or otherwise, (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document (other than pursuant to the terms of a waiver, amendment, modification or release of this Agreement in accordance with the terms hereof) or any other agreement, including with respect to the release of any other Guarantor under this Agreement and so long as any such amendment, modification or waiver of any Loan Document is made in accordance with Section 9.08 of the Credit Agreement, (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, any security held by the Collateral Agent or any other Loan Secured Party for the Loan Obligations, (iv) any default, failure or delay, willful or otherwise, in the performance of the Loan Obligations, or (v) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the occurrence of the Termination Date). Each Guarantor expressly authorizes the Collateral Agent, in accordance with the Credit Agreement and applicable law, to take and hold security for the payment and performance of the Loan Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Loan Obligations, all without affecting the obligations of any Guarantor hereunder. (b) To the fullest extent permitted by applicable law, each Guarantor waives any defense (other than payment or performance of the Loan Obligations (other than contingent obligations), in full) based on or arising out of any defense of the Borrower or any other Grantor or the unenforceability of the Loan Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other Grantor, other than the occurrence of the Termination Date. The Collateral Agent and the other Loan Secured Parties may, in accordance with the Credit Agreement and applicable law, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Loan Obligations, make any other accommodation with the Borrower or any other Grantor or exercise any other right or remedy available to them against the Borrower or any other Grantor, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Termination Date has occurred. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Borrower or any other Grantor, as the case may be, or any security.

No Limitations, Etc. (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 7.1420, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Loan Obligations, any impossibility in the performance of any of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral any Agent or any other Loan Secured Party Lender to assert any claim or demand or to enforce any right or remedy against any Loan Party under the provisions of any Loan Document or otherwise, ; (ii) any extension or renewal of any of the Obligations; (iii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document (other than pursuant to the terms of a waiver, amendment, modification or release of this Agreement in accordance with the terms hereof) or any other agreement, including with respect to the release of any other Guarantor under this Agreement and so long as any such amendment, modification or waiver of any Loan Document is made in accordance with Section 9.08 of the Credit Agreement, (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, any security held by the Collateral Agent or any other Loan Secured Party for the Loan Obligations, ; (iv) any default, failure or delay, willful or otherwise, in the performance of the Loan Obligations, ; or (v) any other act, omission or delay to do any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the occurrence payment in full in cash of all the Termination Date). Each Guarantor expressly authorizes Obligations guaranteed hereunder by such Guarantor) or which would impair or limit the Collateral Agent, in accordance with the Credit Agreement and applicable law, to take and hold security for the payment and performance of the Loan Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Loan Obligations, all without affecting the obligations right of any Guarantor hereunderto subrogation. (b) To the fullest extent permitted by applicable law, each Guarantor waives any defense (other than payment or performance of the Loan Obligations (other than contingent obligations), in full) based on or arising out of any (i) law or regulation of any jurisdiction or any other event affecting any term of an Obligation or (ii) defense of the Borrower Borrowers or any other Grantor Loan Party or the unenforceability of the Loan Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower Borrowers or any other GrantorLoan Party, other than the occurrence payment in full in cash of all the Termination DateObligations guaranteed hereunder by such Guarantor. The Collateral Agent Agents and the other Loan Secured Parties Lenders may, in accordance with the Credit Agreement and applicable law, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Loan Obligations, make any other accommodation with any of the Borrower Borrowers or any other Grantor Loan Party or exercise any other right or remedy available to them against any of the Borrower Borrowers or any other GrantorLoan Party, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Termination Date has occurredObligations guaranteed hereunder by such Guarantor have been fully paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against any of the Borrower Borrowers or any other GrantorLoan Party, as the case may be, or any security.

No Limitations, Etc. (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided for in Section 7.147.15 and except as provided in Section 2.07, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, 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 Loan Obligations or otherwiseotherwise (other than defense of payment or performance). Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder hereunder, to the 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 Collateral Administrative Agent or any other Loan Secured Party to assert any claim or demand or to exercise or enforce any right or remedy under the provisions of any Loan Document or otherwise, ; (ii) any rescission, waiver, amendment or modification of, increase in the Obligations with respect to, or any release from any of the terms or provisions of, any Loan Document (other than pursuant to the terms of a waiver, amendment, modification or release of this Agreement in accordance with the terms hereof) or any other agreement, including with respect to the release of any other Guarantor under this Agreement and so long as any such amendment, modification or waiver of any Loan Document is made in accordance with Section 9.08 of the Credit Agreement, ; (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, or the exchange, substitution, release or any impairment of, any security held by the Collateral Administrative Agent or any other Loan Secured Party for the Loan Obligations, ; (iv) any default, failure or delay, willful or otherwise, in the performance of the Loan Obligations, or ; (v) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the occurrence payment in full in cash or immediately available funds of all the Termination DateObligations); (vi) any illegality, lack of validity or enforceability of any Obligation; (vii) any change in the corporate existence, structure or ownership of any Loan Party, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Party or its assets or any resulting release or discharge of any Obligation; (viii) the existence of any claim, set-off or other rights that the Guarantors may have at any time against the Borrower, the Administrative Agent, any 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 without limitation, any statute of limitations) or any existence of or reliance on any representation by the Administrative Agent or any other Secured Party that might otherwise constitute a defense to, or a legal or equitable discharge of, the Borrower or any Guarantor or any other guarantor or surety. Each Guarantor expressly authorizes the Collateral Agent, in accordance with the Credit Agreement and applicable law, Secured Parties to take and hold security for the payment and performance of the Loan Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its their sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Loan Obligations, all without affecting the obligations of any Guarantor hereunder. (b) To the fullest extent permitted by applicable law, each Guarantor waives any defense (other than payment or performance of the Loan Obligations (other than contingent obligations), in full) based on or arising out of any defense of the Borrower or any other Grantor Loan Party or the unenforceability of the Loan Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other GrantorLoan Party, other than the occurrence payment in full in cash or immediately available funds of all the Termination DateObligations (other than contingent or unliquidated obligations or liabilities). The Collateral Administrative Agent and the other Loan Secured Parties may, in accordance with the Credit Agreement and applicable law, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Loan Obligations, make any other accommodation with the Borrower or any other Grantor Loan Party or exercise any other right or remedy available to them against the Borrower or any other GrantorLoan Party, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Termination Date has occurredObligations (other than contingent or unliquidated obligations or liabilities) have been paid in full in cash or immediately available funds. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Borrower or any other GrantorLoan Party, as the case may be, or any security.

No Limitations, Etc. (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 7.149.13, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, 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 Loan Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by by, and each Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to (i) the failure of the Collateral Agent or any other Loan Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions provisions, or any lack of validity or enforceability of, of any Loan Document or otherwise, (ii) any rescission, waiver, amendment or modification of, or any consent to departure from, or any release from any of the terms or provisions of, any Loan Document (other than pursuant to the terms of a waiver, amendment, modification or release of this Agreement in accordance with the terms hereof) or any other agreement, including with respect to the release of any other Guarantor under this Agreement and so long as any such amendment, modification or waiver of any Loan Document is made in accordance with Section 9.08 of the Credit Agreement, (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, any security held by the Collateral Agent or any other Loan Secured Party for the Loan ObligationsObligations or any of them, or any defense based on right of setoff or counterclaim against or in respect of such Guarantor’s obligations hereunder, (iv) any default, failure or delay, willful or otherwise, in the performance of the Loan Obligations, or (v) any changes to, or restructuring or termination of the corporate structure or existence of any Loan Party or Subsidiary, or (vi) any failure on the part of any Secured Party or Agent to disclose to any Loan Party any information relating to the financial condition, operations, properties or prospects of any Loan Party, or any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the occurrence indefeasible payment in full in cash of all the Termination DateObligations). Each Guarantor hereby unconditionally waives any right to revoke this Agreement and acknowledges that this Agreement is continuing in nature and applies to all Obligations, whether existing now or in the future. Each Guarantor expressly authorizes the Collateral Agent, in accordance with the Credit Agreement and applicable law, Agent to take and hold security for the payment and performance of the Loan Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Loan Obligations, all without affecting the obligations of any Guarantor hereunder. (b) To the fullest extent permitted by applicable law, each Guarantor waives any defense (other than payment or performance of the Loan Obligations (other than contingent obligations), in full) based on or arising out of any defense of the Borrower or any other Grantor Loan Party or the unenforceability of the Loan Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other GrantorLoan Party, other than the occurrence indefeasible payment in full in cash of all the Termination DateObligations. The Collateral Agent and the other Loan Secured Parties may, in accordance with the Credit Agreement and applicable law, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Loan Obligations, make any other accommodation with the Borrower or any other Grantor Loan Party or exercise any other right or remedy available to them against the Borrower or any other GrantorLoan Party, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Termination Date has occurredObligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Borrower or any other GrantorLoan Party, as the case may be, or any security.

No Limitations, Etc. (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 7.1420, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Loan Obligations, any impossibility in the performance of any of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Administrative Agent or any other Loan Secured Party Lender to assert any claim or demand or to enforce any right or remedy against any Loan Party under the provisions of any Loan Document or otherwise, ; (ii) any extension or renewal of any of the Obligations; (iii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document (other than pursuant to the terms of a waiver, amendment, modification or release of this Agreement in accordance with the terms hereof) or any other agreement, including with respect to the release of any other Guarantor under this Agreement and so long as any such amendment, modification or waiver of any Loan Document is made in accordance with Section 9.08 of the Credit Agreement, (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, any security held by the Collateral Agent or any other Loan Secured Party for the Loan Obligations, ; (iv) any default, failure or delay, willful or otherwise, in the performance of the Loan Obligations, ; or (v) any other act, omission or delay to do any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the occurrence payment in full in cash of all the Termination Date). Each Guarantor expressly authorizes Obligations guaranteed hereunder by such Guarantor) or which would impair or limit the Collateral Agent, in accordance with the Credit Agreement and applicable law, to take and hold security for the payment and performance of the Loan Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Loan Obligations, all without affecting the obligations right of any Guarantor hereunderto subrogation. (b) To the fullest extent permitted by applicable law, each Guarantor waives any defense (other than payment or performance of the Loan Obligations (other than contingent obligations), in full) based on or arising out of any defense of the Borrower or any other Grantor Loan Party or the unenforceability of the Loan Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other GrantorLoan Party, other than the occurrence payment in full in cash of all the Termination DateObligations guaranteed hereunder by such Guarantor. The Collateral Administrative Agent and the other Loan Secured Parties Lenders may, in accordance with the Credit Agreement and applicable law, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Loan Obligations, make any other accommodation with the Borrower or any other Grantor Loan Party or exercise any other right or remedy available to them against the Borrower or any other GrantorLoan Party, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Termination Date has occurredObligations guaranteed hereunder by such Guarantor have been fully paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Borrower or any other GrantorLoan Party, as the case may be, or any security.

No Limitations, Etc. (a) Except for termination of a such Guarantor’s 's obligations hereunder as expressly provided for in Section 7.146.16, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, 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 Loan its Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor none of the Guarantors hereunder shall not be discharged or impaired or otherwise affected by by: (i) the failure of the Administrative Agent, the Collateral Agent or any other Loan Secured Party to assert any claim or demand or to exercise or enforce any right or remedy under the provisions of any Loan Document or otherwise, ; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document (other than pursuant to the terms of a waiver, amendment, modification or release of this Agreement in accordance with the terms hereof) or any other agreement, agreement (including with respect to the release of any other Guarantor under this Agreement and so long as any such amendment, modification or waiver of any Loan Document is made in accordance with Section 9.08 of the Credit Agreement, hereunder); (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, or the exchange, substitution, release or any impairment of, any security held by the Collateral Agent or any other Loan Secured Party for the Loan Secured Obligations, ; (iv) any default, failure or delay, willful or otherwise, in the performance of the Loan Secured Obligations, or ; (v) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the occurrence indefeasible payment in full in cash of all the Secured Obligations); (vi) any illegality, lack of validity or enforceability of any Secured Obligation; (vii) any change in the corporate existence, structure or ownership of any Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Borrower or its assets or any resulting release or discharge of any Secured Obligation; (viii) the existence of any claim, set-off or other rights that any Guarantor may have at any time against any Borrower, the Collateral Agent, or any other corporation or 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 law, regulation, decree or order of any jurisdiction, or any other event, affecting any term of any of its Guaranteed Obligations or the Collateral Agent's rights with respect thereto, including, without limitation: (A) the application of any such law, regulation, decree or order, including any prior approval, which would prevent the exchange of a foreign currency for Dollars or any other currency in which any of the Termination DateGuaranteed Obligations is to be paid or the remittance of funds outside of such jurisdiction or the unavailability of Dollars or such other currency in any legal exchange market in such jurisdiction in accordance with normal commercial practice; or (B) a declaration of banking moratorium or any suspension of payments by banks in such jurisdiction or the imposition by such jurisdiction or any governmental authority thereof of any moratorium on, the required rescheduling or restructuring of, or required approval of payments on, any indebtedness in such jurisdiction; or (C) any expropriation, confiscation, nationalization or requisition by such country or any governmental authority that directly or indirectly deprives a Borrower of any assets or their use, or of the ability to operate its business or a material part thereof; or (D) any war (whether or not declared), insurrection, revolution, hostile act, civil strife or similar events occurring in such jurisdiction which has the same effect as the events described in clause (A), (B) or (C) above (in each of the cases contemplated in clauses (A) through (D) above, to the extent occurring or existing on or at any time after the date of this Agreement); and (x) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Collateral Agent that might otherwise constitute a defense to, or a legal or equitable discharge of, any Borrower or any Guarantor or any other guarantor or surety. Each Guarantor expressly authorizes the Collateral Agent, in accordance with the Credit Agreement and applicable law, Secured Parties to take and hold security for the payment and performance of the Loan Guaranteed Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its their sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Loan Guaranteed Obligations, all without affecting the obligations of any the Guarantor hereunder. Without limiting the generality of the foregoing, with respect to any Guaranteed Obligations that, in accordance with the express terms of any agreement pursuant to which such Guaranteed Obligations were created, were denominated in Dollars or any currency other than the currency of the jurisdiction where a Borrower is principally located, the Guarantor guarantees that it shall pay the Collateral Agent strictly in accordance with the express terms of such agreement, including in the amounts and in the currency expressly agreed to thereunder, irrespective of and without giving effect to any laws of the jurisdiction where any Borrower is principally located in effect from time to time, or any order, decree or regulation in the jurisdiction where any Borrower is principally located. (b) To the fullest extent permitted by applicable law, each Guarantor waives any defense (other than payment or performance of the Loan Obligations (other than contingent obligations), in full) based on or arising out of any defense of the any Borrower or any other Grantor Loan Party or the unenforceability of the Loan Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the any Borrower or any other GrantorLoan Party, other than the occurrence indefeasible payment in full in cash of all the Termination DateGuaranteed Obligations. The Collateral Agent and the other Loan Secured Parties may, in accordance with the Credit Agreement and applicable law, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Loan Guaranteed Obligations, make any other accommodation with the any Borrower or any other Grantor Guarantor or exercise any other right or remedy available to them against the any Borrower or any other GrantorGuarantor, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Termination Date has occurredGuaranteed Obligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such any Guarantor against the Borrower or any other GrantorBorrower, as the case may be, or any security.

No Limitations, Etc. (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 7.147.15, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, 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 Loan Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Agent or any other Loan Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Loan Document or otherwise, ; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document (other than pursuant to the terms of a waiver, amendment, modification or release of this Agreement in accordance with the terms hereof) or any other agreement, including with respect to the release of any other Guarantor under this Agreement and so long as any such amendment, modification or waiver of any Loan Document is made in accordance with Section 9.08 of the Credit Agreement, ; (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, any security held by the Collateral Agent or any other Loan Secured Party for the Loan Obligations, Obligations or any of them; (iv) any default, failure or delay, willful wilful or otherwise, in the performance of the Loan Obligations; (v) any law, regulation, decree or order of any jurisdiction or any other event, to the extent such Guarantor can lawfully waive application thereof; or (vvi) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the occurrence indefeasible payment in full in cash of all the Termination DateObligations). Each Guarantor expressly authorizes the Collateral Agent, in accordance with Agent and the Credit Agreement and applicable law, other Secured Parties to take and hold security for the payment and performance of the Loan Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its their sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Loan Obligations, all without affecting the obligations of any Guarantor hereunder. (b) To the fullest extent permitted by applicable law, each Guarantor waives any defense (other than payment or performance of the Loan Obligations (other than contingent obligations), in full) based on or arising out of any defense of the any Borrower or any other Grantor Loan Party or the unenforceability of the Loan Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the any Borrower or any other GrantorLoan Party, other than the occurrence indefeasible payment in full in cash of all the Termination DateObligations. The Collateral Agent and the other Loan Secured Parties may, in accordance with the Credit Agreement and applicable law, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Loan Obligations, make any other accommodation with the any Borrower or any other Grantor Loan Party or exercise any other right or remedy available to them against the any Borrower or any other GrantorLoan Party, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Termination Date has occurredObligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the any Borrower or any other GrantorLoan Party, as the case may be, or any security.

No Limitations, Etc. (a) Except for termination of a Guarantor’s 's obligations hereunder as expressly provided in Section 7.149.14 of the Credit Agreement, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, 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 Loan Borrower Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Administrative Agent, the Collateral Agent or any other Loan Secured Party to assert any claim or demand or to exercise or enforce any right or remedy under the provisions of any Loan Document or otherwise, ; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document (other than pursuant to the terms of a waiver, amendment, modification or release of this Agreement in accordance with the terms hereof) or any other agreement, including with respect to the release of any other Guarantor under this Agreement and so long as any such amendment, modification or waiver of any Loan Document is made in accordance with Section 9.08 of the Credit Agreement, ; (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, or the release of, any security held by the Collateral Agent or any other Loan Secured Party for the Loan Borrower Obligations, ; (iv) any default, failure or delay, willful wilful or otherwise, in the performance of the Loan Borrower Obligations, ; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the occurrence indefeasible payment in full in cash of all the Termination DateBorrower Obligations). Each Guarantor expressly authorizes the Collateral Agent, in accordance with the Credit Agreement and applicable law, Secured Parties to take and hold security for the payment and performance of the Loan Borrower Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its their sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Loan Borrower Obligations, all without affecting the obligations of any Guarantor hereunder. (b) To the fullest extent permitted by applicable law, each Guarantor waives any defense (other than payment or performance of the Loan Obligations (other than contingent obligations), in full) based on or arising out of any defense of the Borrower or any other Grantor Loan Party or the unenforceability of the Loan Borrower Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other GrantorLoan Party, other than the occurrence indefeasible payment in full in cash of all the Termination DateBorrower Obligations. The Collateral Agent and the other Loan Secured Parties may, in accordance with the Credit Agreement and applicable law, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Loan Borrower Obligations, make any other accommodation with the Borrower or any other Grantor Loan Party or exercise any other right or remedy available to them against the Borrower or any other GrantorLoan Party, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Termination Date has occurredBorrower Obligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Borrower or any other GrantorLoan Party, as the case may be, or any security.

No Limitations, Etc. (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 7.1420, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Loan Obligations, any impossibility in the performance of any of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Administrative Agent or any other Loan Secured Party Lender to assert any claim or demand or to enforce any right or remedy against any Loan Party under the provisions of any Loan Document or otherwise, ; (ii) any extension or renewal of any of the Obligations; (iii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document (other than pursuant to the terms of a waiver, amendment, modification or release of this Agreement in accordance with the terms hereof) or any other agreement, including with respect to the release of any other Guarantor under this Agreement and so long as any such amendment, modification or waiver of any Loan Document is made in accordance with Section 9.08 of the Credit Agreement, (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, any security held by the Collateral Agent or any other Loan Secured Party for the Loan Obligations, ; (iv) any default, failure or delay, willful or otherwise, in the performance of the Loan Obligations, ; or (v) any other act, omission or delay to do any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the occurrence payment in full in cash of all the Termination Date). Each Guarantor expressly authorizes Obligations guaranteed hereunder by such Guarantor) or which would impair or limit the Collateral Agent, in accordance with the Credit Agreement and applicable law, to take and hold security for the payment and performance of the Loan Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Loan Obligations, all without affecting the obligations right of any Guarantor hereunderto subrogation. (b) To the fullest extent permitted by applicable law, each Guarantor waives any defense (other than payment or performance of the Loan Obligations (other than contingent obligations), in full) based on or arising out of any (i) law or regulation of any jurisdiction or any other event affecting any term of an Obligation or (ii) defense of the Borrower Borrowers or any other Grantor Loan Party or the unenforceability of the Loan Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower Borrowers or any other GrantorLoan Party, other than the occurrence payment in full in cash of all the Termination DateObligations guaranteed hereunder by such Guarantor. The Collateral Administrative Agent and the other Loan Secured Parties Lenders may, in accordance with the Credit Agreement and applicable law, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Loan Obligations, make any other accommodation with any of the Borrower Borrowers or any other Grantor Loan Party or exercise any other right or remedy available to them against any of the Borrower Borrowers or any other GrantorLoan Party, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Termination Date has occurredObligations guaranteed hereunder by such Guarantor have been fully paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against any of the Borrower Borrowers or any other GrantorLoan Party, as the case may be, or any security.

No Limitations, Etc. (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided for in Section 7.14, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, 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 Loan Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by by: (i) the failure of the Collateral Administrative Agent or any other Loan Secured Party to assert any claim or demand or to exercise or enforce any right or remedy under the provisions of any Loan Document or otherwise, ; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document (other than pursuant to the terms of a waiver, amendment, modification or release of this Agreement in accordance with the terms hereof) or any other agreement, including with respect to the release of any other Guarantor under this Agreement and so long as any such amendment, modification or waiver of any Loan Document is made in accordance with Section 9.08 of the Credit Agreement, ; (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, or the exchange, substitution, release or any security held by the impairment of, any Collateral Agent or any other Loan Secured Party for collateral securing the Loan Guaranteed Obligations, ; (iv) any default, failure or delay, willful or otherwise, in the performance of the Loan Guaranteed Obligations, or ; (v) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the occurrence indefeasible payment in full in cash of all the Termination DateGuaranteed Obligations); (vi) any illegality, lack of validity or enforceability of any Guaranteed Obligation; (vii) any change in the corporate, limited liability company or other existence, structure or ownership of any Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Borrower or its assets or any resulting release or discharge of any Guaranteed Obligation; (viii) the existence of any claim, set-off or other rights that the Guarantor may have at any time against any Borrower, the Administrative Agent, 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; and (ix) any other circumstance (including without limitation, the expiration of any statute of limitations) or any existence of or reliance on any representation by the Administrative Agent that might otherwise constitute a defense to, or a legal or equitable discharge of, the Borrowers or the Guarantors or any other guarantor or surety. Each Guarantor expressly authorizes the Collateral Agent, in accordance with the Credit Agreement and applicable law, Secured Parties to take and hold security for the payment and performance of the Loan Guaranteed Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its their sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Loan Guaranteed Obligations, all without affecting the obligations of any Guarantor hereunder. Each Guarantor acknowledges that its guarantee is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future. Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Loan Documents and that the waivers set forth in this Article II are knowingly made in contemplation of such benefits. (b) To the fullest extent permitted by applicable law, each Guarantor waives any defense (other than payment or performance of the Loan Obligations (other than contingent obligations), in full) based on or arising out of any defense of the any Borrower or any other Grantor Loan Party or the unenforceability of the Loan Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the any Borrower or any other GrantorLoan Party, other than the occurrence indefeasible payment in full in cash of all the Termination DateGuaranteed Obligations. The Collateral Administrative Agent and the other Loan Secured Parties may, in accordance with the Credit Agreement and applicable law, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Loan Guaranteed Obligations, make any other accommodation with the any Borrower or any other Grantor Loan Party or exercise any other right or remedy available to them against the any Borrower or any other GrantorLoan Party, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Termination Date has occurredGuaranteed Obligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the any Borrower or any other GrantorLoan Party, as the case may be, or any security.

No Limitations, Etc. (a) Except for termination of a Guarantor’s 's obligations hereunder as expressly provided in Section 7.1420, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Loan Obligations, any impossibility in the performance of any of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral any Agent or any other Loan Secured Party Lender to assert any claim or demand or to enforce any right or remedy against any Loan Party under the provisions of any Loan Document or otherwise, ; (ii) any extension or renewal of any of the Obligations; (iii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document (other than pursuant to the terms of a waiver, amendment, modification or release of this Agreement in accordance with the terms hereof) or any other agreement, including with respect to the release of any other Guarantor under this Agreement and so long as any such amendment, modification or waiver of any Loan Document is made in accordance with Section 9.08 of the Credit Agreement, (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, any security held by the Collateral Agent or any other Loan Secured Party for the Loan Obligations, ; (iv) any default, failure or delay, willful wilful or otherwise, in the performance of the Loan Obligations, ; or (v) any other act, omission or delay to do any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the occurrence payment in full in cash of all the Termination Date). Each Guarantor expressly authorizes Obligations guaranteed hereunder by such Guarantor) or which would impair or limit the Collateral Agent, in accordance with the Credit Agreement and applicable law, to take and hold security for the payment and performance of the Loan Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Loan Obligations, all without affecting the obligations right of any Guarantor hereunderto subrogation. (b) To the fullest extent permitted by applicable law, each Guarantor waives any defense (other than payment or performance of the Loan Obligations (other than contingent obligations), in full) based on or arising out of any defense of the Borrower Borrowers or any other Grantor Loan Party or the unenforceability of the Loan Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower Borrowers or any other GrantorLoan Party, other than the occurrence payment in full in cash of all the Termination DateObligations guaranteed hereunder by such Guarantor. The Collateral Agent Agents and the other Loan Secured Parties Lenders may, in accordance with the Credit Agreement and applicable law, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Loan Obligations, make any other accommodation with any of the Borrower Borrowers or any other Grantor Loan Party or exercise any other right or remedy available to them against any of the Borrower Borrowers or any other GrantorLoan Party, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Termination Date has occurredObligations guaranteed hereunder by such Guarantor have been fully paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against any of the Borrower Borrowers or any other GrantorLoan Party, as the case may be, or any security.

No Limitations, Etc. (a) Except for termination of a GuarantorGrantor’s obligations hereunder as expressly provided for in Section 7.147.15 or, with respect to any Subsidiary Grantor that becomes a party hereto pursuant to Section 7.16 or otherwise, in any Supplement to this Agreement, the obligations of each Guarantor Grantor hereunder and grant of security interests by such Grantor shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of, and all rights of the Collateral Agent hereunder, the Security Interest in the Article 9 Collateral, the security interest in the Pledged Collateral and all obligations of each Grantor hereunder shall be absolute and unconditional irrespective of, the invalidity, illegality or unenforceability of the Loan Secured Obligations (including with respect to any guarantee under the Indenture) or otherwiseotherwise (other than defense of payment or performance). Without limiting the generality of the foregoing, all rights of the Collateral Agent hereunder, the Security Interest in the Article 9 Collateral, the security interest in the Pledged Collateral and all obligations of each Guarantor hereunder Grantor hereunder, to the fullest extent permitted by applicable law, shall not be discharged or impaired or otherwise affected by, and shall be absolute and unconditional irrespective of, and each Grantor hereby waives any defense to the enforcement hereof by reason of: (i) the failure of the Collateral Agent or any other Loan Secured Party to assert any claim or demand or to exercise or enforce any right or remedy under the provisions of any Loan Note Document or otherwise, ; (ii) any rescission, waiver, amendment or modification of, increase in the Secured Obligations with respect to, or any release from any of the terms or provisions of, any Loan Note Document (other than pursuant to the terms of a waiver, amendment, modification or release of this Agreement in accordance with the terms hereof) or any other agreement, including with respect to the release of any other Guarantor Grantor under this Agreement and so long as any such amendment, modification or waiver of any Loan Document is made in accordance with Section 9.08 of the Credit Agreement, ; (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, or the exchange, substitution, release or any impairment of, any security held by the Collateral Agent or any other Loan Secured Party for the Loan Secured Obligations, including with respect to any Grantor under this Agreement; (iv) any default, failure or delay, willful or otherwise, in the performance of the Loan Secured Obligations, or including with respect to any Grantor under this Agreement; (v) any other act or omission that may or might in any manner or to any extent vary the risk of the Company or any Guarantor Grantor or otherwise operate as a discharge of the Company or any Guarantor Grantor as a matter of law or equity (other than the occurrence payment in full in cash or immediately available funds of all the Termination DateSecured Obligations). Each Guarantor expressly authorizes ; (vi) any illegality, lack of validity or enforceability of any Secured Obligation, including with respect to any Grantor under this Agreement; (vii) any change in the corporate existence, structure or ownership of any Grantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting a Grantor or its assets or any resulting release or discharge of any Secured Obligation, including with respect to any Grantor under the Indenture; (viii) the existence of any claim, set-off or other rights that the Grantor may have at any time against any other Grantor, the Collateral Agent, the Trustee or any other corporation or person, whether in accordance with connection herewith or any unrelated transactions, provided that nothing herein will prevent the Credit Agreement and applicable lawassertion of any such claim by separate suit or compulsory counterclaim; (ix) any action permitted or authorized hereunder; or (x) any other circumstance (including without limitation, any statute of limitations) or any existence of or reliance on any representation by the Collateral Agent or the Trustee that might otherwise constitute a defense to, or a legal or equitable discharge of, the Company or the Grantor or any other guarantor or surety. Each Grantor expressly authorizes the Secured Parties to take and hold security for the payment and performance of the Loan Secured Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its their sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Loan Secured Obligations, all without affecting the obligations of any Guarantor Grantor hereunder. (b) To the fullest extent permitted by applicable law, each Guarantor Grantor waives any defense (other than payment or performance of the Loan Obligations (other than contingent obligations), in full) based on or arising out of any defense of the Borrower or any other Grantor or the unenforceability of the Loan Obligations Secured Obligations, including with respect to any Guarantor under the Indenture, or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other Grantor, other than the occurrence payment in full in cash or immediately available funds of all the Termination DateSecured Obligations (other than contingent or unliquidated obligations or liabilities). The Collateral Agent and the other Loan Secured Parties may, in accordance with the Credit Agreement and applicable law, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Loan Secured Obligations, make any other accommodation with the Borrower or any other Grantor or exercise any other right or remedy available to them against the Borrower or any other Grantor, without affecting or impairing in any way the liability of any Guarantor Grantor hereunder except to the extent the Termination Date has occurredSecured Obligations (other than contingent or unliquidated obligations or liabilities) have been paid in full in cash or immediately available funds. To the fullest extent permitted by applicable law, each Guarantor Grantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor Grantor against the Borrower or any other Grantor, as the case may be, or any security.

No Limitations, Etc. (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 7.1420, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Loan Obligations, any impossibility in the performance of any of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral any Agent or any other Loan Secured Party Lender to assert any claim or demand or to enforce any right or remedy against any Loan Party under the provisions of any Loan Document or otherwise, ; (ii) any extension or renewal of any of the Obligations; (iii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document (other than pursuant to the terms of a waiver, amendment, modification or release of this Agreement in accordance with the terms hereof) or any other agreement, including with respect to the release of any other Guarantor under this Agreement and so long as any such amendment, modification or waiver of any Loan Document is made in accordance with Section 9.08 of the Credit Agreement, (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, any security held by the Collateral Agent or any other Loan Secured Party for the Loan Obligations, ; (iv) any default, failure or delay, willful or otherwise, in the performance of the Loan Obligations, ; or (v) any other act, omission or delay to do any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the occurrence payment in full in cash of all the Termination Date). Each Guarantor expressly authorizes Obligations guaranteed hereunder by such Guarantor) or which would impair or limit the Collateral Agent, in accordance with the Credit Agreement and applicable law, to take and hold security for the payment and performance of the Loan Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Loan Obligations, all without affecting the obligations right of any Guarantor hereunderto subrogation. (b) To the fullest extent permitted by applicable law, each Guarantor waives any defense (other than payment or performance of the Loan Obligations (other than contingent obligations), in full) based on or arising out of any defense of the Borrower Borrowers or any other Grantor Loan Party or the unenforceability of the Loan Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower Borrowers or any other GrantorLoan Party, other than the occurrence payment in full in cash of all the Termination DateObligations guaranteed hereunder by such Guarantor. The Collateral Agent Agents and the other Loan Secured Parties Lenders may, in accordance with the Credit Agreement and applicable law, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Loan Obligations, make any other accommodation with any of the Borrower Borrowers or any other Grantor Loan Party or exercise any other right or remedy available to them against any of the Borrower Borrowers or any other GrantorLoan Party, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Termination Date has occurredObligations guaranteed hereunder by such Guarantor have been fully paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against any of the Borrower Borrowers or any other GrantorLoan Party, as the case may be, or any security.

No Limitations, Etc. (a) Except for termination of a GuarantorGrantor’s obligations hereunder as expressly provided for in Section 7.147.15 and except for the limitations set forth in Section 2.06 or, with respect to any Subsidiary Loan Party that becomes a party hereto pursuant to Section 7.16 or otherwise, in any Supplement to this Agreement, the obligations of each Guarantor Grantor hereunder and grant of security interests by such Grantor shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of, and all rights of the Administrative Agent hereunder, the Security Interest in the Article 9 Collateral, the security interest in the Pledged Collateral and all obligations of each Guarantor and Grantor hereunder shall be absolute and unconditional irrespective of, the invalidity, illegality or unenforceability of the Loan Obligations (including with respect to any guarantee under this Agreement) or otherwiseotherwise (other than defense of payment or performance). Without limiting the generality of the foregoing, all rights of the Administrative Agent hereunder, the Security Interest in the Article 9 Collateral, the security interest in the Pledged Collateral and all obligations of each Guarantor hereunder and Grantor hereunder, to the fullest extent permitted by applicable law, shall not be discharged or impaired or otherwise affected by, and shall be absolute and unconditional irrespective of, and each Grantor hereby waives any defense to the enforcement hereof by reason of: (i) the failure of the Collateral Administrative Agent or any other Loan Secured Party to assert any claim or demand or to exercise or enforce any right or remedy under the provisions of any Loan Document or otherwise, ; (ii) any rescission, waiver, amendment or modification of, increase in the Loan Obligations with respect to, or any release from any of the terms or provisions of, any Loan Document (other than pursuant to the terms of a waiver, amendment, modification or release of this Agreement in accordance with the terms hereof) or any other agreement, including with respect to the release of any other Guarantor under this Agreement and so long as any such amendment, modification or waiver of any Loan Document is made in accordance with Section 9.08 of the Credit Agreement, ; (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, or the exchange, substitution, release or any impairment of, any security held by the Collateral Administrative Agent or any other Loan Secured Party for the Loan Obligations, including with respect to any Guarantor under this Agreement; (iv) any default, failure or delay, willful or otherwise, in the performance of the Loan Obligations, or including with respect to any Guarantor under this Agreement; (v) any other act or omission that may or might in any manner or to any extent vary the risk of the Borrower or any Guarantor Grantor or otherwise operate as a discharge of the Borrower or any Guarantor Grantor as a matter of law or equity (other than the occurrence payment in full in cash or immediately available funds of all the Termination DateLoan Obligations); (vi) any illegality, lack of validity or enforceability of any Loan Obligation, including with respect to any Guarantor under this Agreement; (vii) any change in the corporate existence, structure or ownership of any Loan Party, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting a Loan Party or its assets or any resulting release or discharge of any Loan Obligation, including with respect to any Guarantor under this Agreement; (viii) the existence of any claim, set-off or other rights that the Grantor may have at any time against the Borrower, the Administrative Agent, or any other corporation or 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 without limitation, any statute of limitations) or any existence of or reliance on any representation by the Administrative Agent that might otherwise constitute a defense to, or a legal or equitable discharge of, the Borrower or the Grantor or any other guarantor or surety. Each Guarantor Grantor expressly authorizes the Collateral Agent, in accordance with the Credit Agreement and applicable law, Secured Parties to take and hold security for the payment and performance of the Loan Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its their sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Loan Obligations, all without affecting the obligations of any Guarantor Grantor hereunder. (b) To the fullest extent permitted by applicable law, each Guarantor Grantor waives any defense (other than payment or performance of the Loan Obligations (other than contingent obligations), in full) based on or arising out of any defense of the Borrower or any other Grantor Loan Party or the unenforceability of the Loan Obligations Obligations, including with respect to any Guarantor under this Agreement, or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other GrantorLoan Party, other than the occurrence payment in full in cash or immediately available funds of all the Termination DateLoan Obligations (other than contingent or unliquidated obligations or liabilities). The Collateral Administrative Agent and the other Loan Secured Parties may, in accordance with the Credit Agreement and applicable law, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Loan Obligations, make any other accommodation with the Borrower or any other Grantor Loan Party or exercise any other right or remedy available to them against the Borrower or any other GrantorLoan Party, without affecting or impairing in any way the liability of any Guarantor Grantor hereunder except to the extent the Termination Date has occurredLoan Obligations (other than contingent or unliquidated obligations or liabilities) have been paid in full in cash or immediately available funds. To the fullest extent permitted by applicable law, each Guarantor Grantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor Grantor against the Borrower or any other GrantorLoan Party, as the case may be, or any security.

No Limitations, Etc. (a) Except for termination of a Foreign Guarantor’s obligations hereunder as expressly provided in Section 7.144.13, the obligations of each Foreign Guarantor hereunder are continuing, unconditional and absolute and, without limiting the generality of the foregoing, shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, 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 Loan Foreign Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Foreign Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Agent or any other Loan Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Loan Credit Document or otherwise, ; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Credit Document (other than pursuant to the terms of a waiver, amendment, modification or release of this Agreement in accordance with the terms hereof) or any other agreement, including with respect to the release of any other Foreign Guarantor under this Agreement and so long as any such amendment, modification or waiver of any Loan Document is made in accordance with Section 9.08 of the Credit Agreement, ; (iii) the release ofrelease, nonperfection or any impairment invalidity of or failure to perfect any Lien on or security interest in, any security held by the Collateral Agent or any other Loan Secured Party for the Loan Obligations, Foreign Obligations or any of them; (iv) any default, failure or delay, willful wilful or otherwise, in the performance of the Loan Foreign Obligations; (v) any extension, other indulgence, renewal, settlement, discharge, compromise, waiver, subordination or release in respect of any Foreign Obligation, security, Person or otherwise; (vi) any increase or decrease in the principal, the rates of interest or other amounts payable in respect of the Foreign Obligations; (vii) any change in the existence, structure, constitution, name, objects, powers, business, control or ownership of any Foreign Borrower or Foreign Credit Party or any other Person, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Foreign Borrower or Foreign Credit Party or any other Person or its assets; (viii) the existence of any claim, set-off or other rights that the Foreign Guarantor may have at any time against any Foreign Borrower or Foreign Credit Party, the Administrative Agent, any Lender, or any other Person, whether in connection herewith or any unrelated transactions; (ix) any limitation, postponement, prohibition, subordination or other restriction on the rights of the Collateral Agent, the Administrative Agent, any other Agent or any other Secured Party to payment of the Foreign Obligations; (x) any release, substitution or addition of any cosigner, endorser or other Foreign Guarantor of the Foreign Obligations; (xi) any defense arising by reason of any failure of the Collateral Agent, the Administrative Agent, any other Agent or any other Secured Party to make any presentment, demand for performance, notice of nonperformance, protest, and any other notice, including notice of all of the following: acceptance of this Foreign Guaranty, partial payment or non-payment of all or any part of the Foreign Obligations and the existence, creation, or incurring of new or additional Foreign Obligations; (xii) any defense arising by reason of any failure of the Collateral Agent, the Administrative Agent, any other Agent or any other Secured Party to proceed against any Foreign Borrower or Foreign Credit Party or any other Person, to proceed against, apply or exhaust any security held from any Foreign Borrower or Foreign Credit Party or any other Person for the Foreign Obligations, to proceed against, apply or exhaust any security held from the Foreign Guarantor or any other Person for this Foreign Guaranty or to pursue any other remedy in the power of the Collateral Agent, the Administrative Agent, any other Agent or any other Secured Party whatsoever; (xiii) any law that provides that the Foreign Obligation of a Foreign Guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal Foreign Obligation or that reduces a Foreign Guarantor’s Foreign Obligation in proportion to the principal Foreign Obligation; (xiv) any defense arising by reason of any incapacity, lack of authority, or other defense of any Foreign Borrower or Foreign Credit Party or any other Person, or by reason of the cessation from any cause whatsoever of the liability of any Foreign Borrower or Foreign Credit Party or any other Person with respect to all or any part of the Foreign Obligations; (xv) any defense arising by reason of any failure by the Collateral Agent, the Administrative Agent, any other Agent or any other Secured Party to obtain, perfect or maintain a perfected or prior (or any) security interest in or lien or encumbrance upon any property of any Foreign Borrower or Foreign Credit Party or any other Person, or by reason of any interest of the Collateral Agent, the Administrative Agent, any other Agent or any other Secured Party in any property, whether as owner thereof or the holder of a security interest therein or lien or encumbrance thereon, being invalidated, voided, declared fraudulent or preferential or otherwise set aside, or by reason of any impairment by the Collateral Agent, the Administrative Agent, any other Agent or any other Secured Party of any right to recourse or collateral; (xvi) any defense arising by reason of the failure of the Collateral Agent, the Administrative Agent, any other Agent or any other Secured Party to marshal( any assets; (xvii) any defense based upon any failure of the Collateral Agent, the Administrative Agent, any other Agent or any other Secured Party to give to any Foreign Borrower or Foreign Credit Party or the Foreign Guarantor notice of any sale or other disposition of any property securing any or all of the Foreign Obligations or any guarantee thereof, or any defect in any notice that may be given in connection with any sale or other disposition of any such property, or any failure of the Collateral Agent, the Administrative Agent, any other Agent or any other Secured Party to comply with any provision of applicable law in enforcing any security interest in or lien upon any such property, including any failure by the Collateral Agent, the Administrative Agent, any other Agent or any other Secured Party to dispose of any such property in a commercially reasonable manner; (xviii) any dealing whatsoever with any Foreign Borrower or Foreign Credit Party or other Person or any security, whether negligently or not, or any failure to do so; (xix) any defense based upon or arising out of any bankruptcy, insolvency, reorganization, moratorium, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Foreign Borrower or Foreign Credit Party or any other Person, including any discharge of, or bar against collecting, any of the Foreign Obligations, in or as a result of any such proceeding; or (vxx) any other act or omission that may or might in any manner or to any extent vary the risk of any Foreign Guarantor or otherwise operate as a discharge of any Foreign Guarantor as a matter of law or equity (other than the occurrence indefeasible payment in full in cash of all the Termination DateForeign Obligations). Each Guarantor expressly authorizes The foregoing provisions apply (and the foregoing waivers will be effective) even if the effect of any action (or failure to take action) by the Collateral Agent, in accordance with the Administrative Agent, any other Agent or any other Secured Party is to destroy or diminish the Foreign Guarantor’s subrogation rights, the Foreign Guarantor’s right to proceed against any Foreign Borrower or Foreign Credit Party for reimbursement, the Foreign Guarantor’s right to recover contribution from any other Foreign Guarantor or any other right or remedy. The taking and holding of security (to the extent permitted by the Credit Agreement and applicable law, to take and hold security Documents) for the payment and performance of this Agreement and the Loan Obligationsother Foreign Obligations (other than obligations in respect of the Canadian Intercompany Note, to the Canadian LP Intercompany Notes and the UK Intercompany Note), the exchange, waive waiver or release of any or all such security (with or without consideration), to enforce the enforcement or apply application of such security and direct the direction of the order and manner of any sale thereof in its their sole discretion or to the release or substitute substitution of any one or more other guarantors or obligors upon or in respect of the Loan Obligations, all without affecting Foreign Obligations will not affect the obligations of any Foreign Guarantor hereunder. (b) To the fullest extent permitted by applicable law, each Foreign Guarantor waives any defense (other than payment or performance of the Loan Obligations (other than contingent obligations), in full) based on or arising out of any defense of the any Foreign Borrower or any other Grantor Foreign Credit Party or the unenforceability of the Loan Foreign Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the any Foreign Borrower or any other GrantorForeign Credit Party, other than the occurrence indefeasible payment in full in cash of all the Termination DateForeign Obligations. The Collateral Agent and the other Loan Secured Parties may, in accordance with the Credit Agreement and applicable law, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Loan Foreign Obligations, make any other accommodation with the any Foreign Borrower or any other Grantor Credit Party or exercise any other right or remedy available to them against the any Foreign Borrower or any other GrantorCredit Party, without affecting or impairing in any way the liability of any Foreign Guarantor hereunder except to the extent the Termination Date has occurredForeign Obligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Foreign Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Foreign Guarantor against the any Foreign Borrower or any other GrantorCredit Party, as the case may be, or any security.

No Limitations, Etc. (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided for in Section 7.147.15 and except as provided in Section 2.07, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, 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 Loan Obligations or otherwiseotherwise (other than defense of payment or performance). Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder hereunder, to the 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 Collateral Administrative Agent or any other Loan Secured Party to assert any claim or demand or to exercise or enforce any right or remedy under the provisions of any Loan Document or otherwise, ; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document (other than pursuant to the terms of a waiver, amendment, modification or release of this Agreement in accordance with the terms hereof) or any other agreement, including with respect to the release of any other Guarantor under this Agreement and so long as any such amendment, modification or waiver of any Loan Document is made in accordance with Section 9.08 of the Credit Agreement, ; (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, or the exchange, substitution, release or any impairment of, any security held by the Collateral Administrative Agent or any other Loan Secured Party for the Loan Obligations, ; (iv) any default, failure or delay, willful or otherwise, in the performance of the Loan Obligations, or ; (v) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the occurrence payment in full in cash or immediately available funds of all the Obligations); (vi) any illegality, lack of validity or enforceability of any Obligation; (vii) any change in the corporate existence, structure or ownership of the Termination Date)Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any Obligation; (viii) the existence of any claim, set-off or other rights that the Guarantors may have at any time against the Company, the Administrative Agent, or any other corporation or 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 without limitation, any statute of limitations) or any existence of or reliance on any representation by the Administrative Agent that might otherwise constitute a defense to, or a legal or equitable discharge of, the Company or the Guarantors or any other guarantor or surety. Each Guarantor expressly authorizes the Collateral Agent, in accordance with the Credit Agreement and applicable law, Secured Parties to take and hold security for the payment and performance of the Loan Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its their sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Loan Obligations, all without affecting the obligations of any Guarantor hereunder. (b) To the fullest extent permitted by applicable law, each Guarantor waives any defense (other than payment or performance of the Loan Obligations (other than contingent obligations), in full) based on or arising out of any defense of the Borrower or any other Grantor Loan Party or the unenforceability of the Loan Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other GrantorLoan Party, other than the occurrence payment in full in cash or immediately available funds of all the Termination DateObligations (other than contingent indemnity or expense reimbursement obligations as to which no claim has been made). The Collateral Administrative Agent and the other Loan Secured Parties may, in accordance with the Credit Agreement and applicable law, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Loan Obligations, make any other accommodation with the Borrower or any other Grantor Loan Party or exercise any other right or remedy available to them against the Borrower or any other GrantorLoan Party, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Termination Date Obligations (other than contingent indemnity or expense reimbursement obligations as to which no claim has occurredbeen made) have been paid in full in cash or immediately available funds. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Borrower or any other GrantorLoan Party, as the case may be, or any security.

No Limitations, Etc. (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 7.14, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, 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 Loan Obligations or Parent Borrower Guaranteed Obligations, as applicable, or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Agent or any other Loan Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Loan Document or otherwise, (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document (other than pursuant to the terms of a waiver, amendment, modification or release of this Agreement in accordance with the terms hereof) or any other agreement, including with respect to the release of any other Guarantor under this Agreement and so long as any such amendment, modification or waiver of any Loan Document is made in accordance with Section 9.08 of the Credit Agreement, (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, any security held by the Collateral Agent or any other Loan Secured Party for the Loan Obligations or Parent Borrower Guaranteed Obligations, as applicable, or any of them, (iv) any default, failure or delay, willful or otherwise, in the performance of the Loan Obligations or Parent Borrower Guaranteed Obligations, as applicable, or (v) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the occurrence of the Termination Date). Each Guarantor expressly authorizes the Collateral Agent, in accordance with the Credit Agreement and applicable law, to take and hold security for the payment and performance of the Loan Obligations or Parent Borrower Guaranteed Obligations, as applicable, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Loan Obligations (other than the Parent Borrower Guaranteed Obligations), all without affecting the obligations of any Guarantor hereunder. (b) To the fullest extent permitted by applicable law, each Guarantor waives any defense (other than payment or performance of the Loan Obligations or Parent Borrower Guaranteed Obligations, as applicable (other than contingent obligations), in full) based on or arising out of any defense of the either Borrower or any other Grantor Loan Party or the unenforceability of the Loan Obligations or Parent Borrower Guaranteed Obligations, as applicable, or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower Borrowers or any other GrantorLoan Party, other than the occurrence of the Termination Date. The Collateral Agent and the other Loan Secured Parties may, in accordance with the Credit Agreement and applicable law, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Loan Obligations or Parent Borrower Guaranteed Obligations, as applicable, make any other accommodation with the either Borrower or any other Grantor Loan Party or exercise any other right or remedy available to them against the either Borrower or any other GrantorLoan Party, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Termination Date has occurred. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the either Borrower or any other GrantorLoan Party, as the case may be, or any security.

No Limitations, Etc. (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 7.147.15, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, 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 Loan Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Administrative Agent or any other Loan Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Loan Document or otherwise, ; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document (other than pursuant to the terms of a waiver, amendment, modification or release of this Agreement in accordance with the terms hereof) or any other agreement, including with respect to the release of any other Guarantor under this Agreement and so long as any such amendment, modification or waiver of any Loan Document is made in accordance with Section 9.08 of the Credit Agreement, ; (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, any security held by the Collateral Administrative Agent or any other Loan Secured Party for the Loan Obligations, Obligations or any of them; (iv) any default, failure or delay, willful wilful or otherwise, in the performance of the Loan Obligations, ; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the occurrence indefeasible payment in full in cash of all the Termination DateObligations). Each Guarantor expressly authorizes the Collateral Agent, in accordance with the Credit Agreement and applicable law, Administrative Agent to take and hold security for the payment and performance of the Loan Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Loan Obligations, all without affecting the obligations of any Guarantor hereunder. (b) To the fullest extent permitted by applicable law, each Guarantor waives any defense (other than payment or performance of the Loan Obligations (other than contingent obligations), in full) based on or arising out of any defense of the Borrower or any other Grantor Loan Party or the unenforceability of the Loan Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other GrantorLoan Party, other than the occurrence indefeasible payment in full in cash of all the Termination DateObligations. The Collateral Administrative Agent and the other Loan Secured Parties may, in accordance with the Credit Agreement and applicable law, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Loan Obligations, make any other accommodation with the Borrower or any other Grantor Loan Party or exercise any other right or remedy available to them against the Borrower or any other GrantorLoan Party, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Termination Date has occurredObligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Borrower or any other GrantorLoan Party, as the case may be, or any security.

No Limitations, Etc. (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 7.147.15, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, 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 Loan Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Agent or any other Loan Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Loan Document or otherwise, (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document (other than pursuant to the terms of a waiver, amendment, modification or release of this Agreement in accordance with the terms hereof) or any other agreement, including with respect to the release of any other Guarantor under this Agreement and so long as any such amendment, modification or waiver of any Loan Document is made in accordance with Section 9.08 of the Credit Agreement, (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, any security held by the Collateral Agent or any other Loan Secured Party for the Loan ObligationsObligations or any of them, (iv) any default, failure or delay, willful wilful or otherwise, in the performance of the Loan Obligations, Obligations or (v) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the occurrence indefeasible payment in full in cash of all the Termination DateObligations (other than unasserted contingent indemnity obligations)). Each To the fullest extent permitted by applicable law, each Guarantor expressly authorizes the Collateral Agent, in accordance with the Credit Agreement and applicable law, Agent to take and hold security for the payment and performance of the Loan Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Loan Obligations, all without affecting the obligations of any Guarantor hereunder. (b) To the fullest extent permitted by applicable law, each Guarantor waives any defense (other than payment or performance of the Loan Obligations (other than contingent obligations), in full) based on or arising out of any defense of the Borrower or any other Grantor Loan Party or the unenforceability of the Loan Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other GrantorLoan Party, other than the payment in full in cash of all the Obligations. To the fullest extent permitted by applicable law, upon the occurrence and during the continuance of an Event of Default, the Termination Date. The Collateral Agent and the other Loan Secured Parties may, in accordance with the Credit Agreement and applicable law, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Loan Obligations, make any other accommodation with the Borrower or any other Grantor Loan Party or exercise any other right or remedy available to them against the Borrower or any other GrantorLoan Party, without adversely affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Termination Date has occurredObligations have been paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Borrower or any other GrantorLoan Party, as the case may be, or any security.

No Limitations, Etc. (a) Except for termination of a the Guarantor’s obligations hereunder as expressly provided for in Section 7.147.15 and except as provided in Section 2.07, the obligations of each the Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, 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 Loan Obligations or otherwiseotherwise (other than defense of payment or performance). Without limiting the generality of the foregoing, the obligations of each the Guarantor hereunder hereunder, to the fullest extent permitted by applicable law, shall not be discharged or impaired or otherwise affected by, and the Guarantor hereby waives any defense to the enforcement hereof by reason of: (i) the failure of the Collateral Administrative Agent or any other Loan Secured Party to assert any claim or demand or to exercise or enforce any right or remedy under the provisions of any Loan Document or otherwise, ; (ii) any rescission, waiver, amendment or modification of, increase in the Obligations with respect to, or any release from any of the terms or provisions of, any Loan Document (other than pursuant to the terms of a waiver, amendment, modification or release of this Agreement in accordance with the terms hereof) or any other agreement, including with respect to the release of any other Guarantor under this Agreement and so long as any such amendment, modification or waiver of any Loan Document is made in accordance with Section 9.08 of the Credit Agreement, ; (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, or the exchange, substitution, release or any impairment of, any security held by the Collateral Agent or any other Loan Secured Party for the Loan Obligations, ; (iv) any default, failure or delay, willful or otherwise, in the performance of the Loan Obligations, or ; (v) any other act or omission that may or might in any manner or to any extent vary the risk of any the Guarantor or otherwise operate as a discharge of any the Guarantor as a matter of law or equity (other than the occurrence payment in full in cash or immediately available funds of all the Termination DateObligations); (vi) any illegality, lack of validity or enforceability of any Obligation; (vii) any change in the corporate existence, structure or ownership of either the Borrower or the Guarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting such person or its assets or any resulting release or discharge of any Obligation; (viii) the existence of any claim, set-off or other rights that the Guarantor may have at any time against the Borrower, the Administrative Agent, any 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 without limitation, any statute of limitations) or any existence of or reliance on any representation by the Administrative Agent or any other Secured Party that might otherwise constitute a defense to, or a legal or equitable discharge of, the Borrower or the Guarantor or any other guarantor or surety. Each The Guarantor expressly authorizes the Collateral Agent, in accordance with the Credit Agreement and applicable law, Secured Parties to take and hold security for the payment and performance of the Loan Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its their sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Loan Obligations, all without affecting the obligations of any the Guarantor hereunder. (b) To the fullest extent permitted by applicable law, each the Guarantor waives any defense (other than payment or performance of the Loan Obligations (other than contingent obligations), in full) based on or arising out of any defense of the Borrower or any other Grantor or the unenforceability of the Loan Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other GrantorBorrower, other than the occurrence payment in full in cash or immediately available funds of all the Termination DateObligations (other than contingent or unliquidated obligations or liabilities). The Collateral Agent and the other Loan Secured Parties may, in accordance with the Credit Agreement and applicable law, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Loan Obligations, make any other accommodation with the Borrower or any other Grantor or exercise any other right or remedy available to them against the Borrower or any other GrantorBorrower, without affecting or impairing in any way the liability of any the Guarantor hereunder except to the extent the Termination Date has occurredObligations (other than contingent or unliquidated obligations or liabilities) have been paid in full in cash or immediately available funds. To the fullest extent permitted by applicable law, each the Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such the Guarantor against the Borrower or any other GrantorBorrower, as the case may be, or any security.

No Limitations, Etc. (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided for in Section 7.149.15 and except as provided in Section 2.07, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, 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 Loan Credit Agreement Obligations or otherwiseotherwise (other than defense of payment or performance). Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder hereunder, to the 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 Collateral Administrative Agent or any other Loan Credit Agreement Secured Party to assert any claim or demand or to exercise or enforce any right or remedy under the provisions of any Loan Document or otherwise, ; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document (other than pursuant to the terms of a waiver, amendment, modification or release of this Agreement in accordance with the terms hereof) or any other agreement, including with respect to the release of any other Guarantor under this Agreement and so long as any such amendment, modification or waiver of any Loan Document is made in accordance with Section 9.08 of the Credit Agreement, ; (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, or the exchange, substitution, release or any impairment of, any security held by the Collateral Administrative Agent or any other Loan Credit Agreement Secured Party for the Loan Credit Agreement Obligations, ; (iv) any default, failure or delay, willful or otherwise, in the performance of the Loan Credit Agreement Obligations, or ; (v) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the occurrence payment in full in cash or immediately available funds of all the Credit Agreement Obligations), (vi) any illegality, lack of validity or enforceability of any Credit Agreement Obligation, (vii) any change in the corporate existence, structure or ownership of the Termination Date)Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any Credit Agreement Obligation, (viii) the existence of any claim, set-off or other rights that the Guarantors may have at any time against the Company, the Administrative Agent, or any other corporation or 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 without limitation, any statute of limitations) or any existence of or reliance on any representation by the Administrative Agent that might otherwise constitute a defense to, or a legal or equitable discharge of, the Company or the Guarantors or any other guarantor or surety. Each Guarantor expressly authorizes the Collateral Agent, in accordance with the Credit Agreement and applicable law, Secured Parties to take and hold security for the payment and performance of the Loan Credit Agreement Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its their sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Loan Credit Agreement Obligations, all without affecting the obligations of any Guarantor hereunder. (b) To the fullest extent permitted by applicable law, each Guarantor waives any defense (other than payment or performance of the Loan Obligations (other than contingent obligations), in full) based on or arising out of any defense of the Borrower or any other Grantor Loan Party or the unenforceability of the Loan Credit Agreement Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other GrantorLoan Party, other than the occurrence payment in full in cash or immediately available funds of all the Termination DateCredit Agreement Obligations (other than contingent indemnity or expense reimbursement obligations as to which no claim has been made). The Collateral Administrative Agent and the other Loan Credit Agreement Secured Parties may, in accordance with the Credit Agreement and applicable law, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Loan Credit Agreement Obligations, make any other accommodation with the Borrower or any other Grantor Loan Party or exercise any other right or remedy available to them against the Borrower or any other GrantorLoan Party, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Termination Date Credit Agreement Obligations (other than contingent indemnity or expense reimbursement obligations as to which no claim has occurredbeen made) have been paid in full in cash or immediately available funds. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Borrower or any other GrantorLoan Party, as the case may be, or any security.

No Limitations, Etc. (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 7.146.14, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, 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 Loan Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Agent or any other Loan Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Loan Document or otherwise, (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document (other than pursuant to the terms of a waiver, amendment, modification or release of this Agreement in accordance with the terms hereof) or any other agreement, including with respect to the release of any other Guarantor under this Agreement and so long as any such amendment, modification or waiver of any Loan Document is made in accordance with Section 9.08 of the Credit Agreement, (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, any security held by the Collateral Agent or any other Loan Secured Party for the Loan ObligationsObligations or any of them, (iv) any default, failure or delay, willful or otherwise, in the performance of the Loan Obligations, or (v) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the occurrence of the Termination Date). Each Guarantor expressly authorizes the Collateral Agent, in accordance with the Credit Agreement and applicable law, to take and hold security for the payment and performance of the Loan Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Loan Obligations, all without affecting the obligations of any Guarantor hereunder. (b) To the fullest extent permitted by applicable law, each Guarantor waives any defense (other than payment or performance of the Loan Obligations (other than contingent obligations), in full) based on or arising out of any defense of the Borrower or any other Grantor Loan Party or the unenforceability of the Loan Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other GrantorLoan Party, other than the occurrence of the Termination Date. The Collateral Agent and the other Loan Secured Parties may, in accordance with the Credit Agreement and applicable law, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Loan Obligations, make any other accommodation with the Borrower or any other Grantor Loan Party or exercise any other right or remedy available to them against the Borrower or any other GrantorLoan Party, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Termination Date has occurred. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Borrower or any other GrantorLoan Party, as the case may be, or any security.

No Limitations, Etc. (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 7.147.15, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, 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 Loan Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Agent or any other Loan Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Loan Document or otherwise, (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document (other than pursuant to the terms of a waiver, amendment, modification or release of this Agreement in accordance with the terms hereof) or any other agreement, including with respect to the release of any other Guarantor under this Agreement and so long as any such amendment, modification or waiver of any Loan Document is made in accordance with Section 9.08 of the Credit Agreement, (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, any security held by the Collateral Agent or any other Loan Secured Party for the Loan ObligationsObligations or any of them, (iv) any default, failure or delay, willful wilful or otherwise, in the performance of the Loan Obligations, or (v) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the occurrence indefeasible payment in full in cash of all the Termination DateObligations). Each Guarantor expressly authorizes the Collateral Agent, in accordance with the Credit Agreement and applicable law, Agent to take and hold security for the payment and performance of the Loan Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Loan Obligations, all without affecting the obligations of any Guarantor hereunder. (b) To the fullest extent permitted by applicable law, each Guarantor waives any defense (other than payment or performance of the Loan Obligations (other than contingent obligations), in full) based on or arising out of any defense of the any Borrower or any other Grantor Loan Party or the unenforceability of the Loan Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the any Borrower or any other GrantorLoan Party, other than the occurrence indefeasible payment in full in cash of all the Termination DateObligations. The Collateral Agent and the other Loan Secured Parties may, in accordance with the Credit Agreement and applicable law, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Loan Obligations, make any other accommodation with the any Borrower or any other Grantor Loan Party or exercise any other right or remedy available to them against the any Borrower or any other GrantorLoan Party, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Termination Date has occurredObligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the any Borrower or any other GrantorLoan Party, as the case may be, or any security.

No Limitations, Etc. (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 7.146.15, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, 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 Loan Obligations or otherwise, other than the defense of payment of such obligations in accordance with the terms thereof. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Administrative Agent or any other Loan Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Loan Document or otherwise, ; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document (other than pursuant to the terms of a waiver, amendment, modification or release of this Agreement in accordance with the terms hereof) or any other agreement, including with respect to the release of any other Guarantor under this Agreement and so long as any such amendment, modification or waiver of any Loan Document is made in accordance with Section 9.08 of the Credit Agreement, ; (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, any security held by the Collateral Administrative Agent or any other Loan Secured Party for the Loan Obligations, Obligations or any of them; (iv) any default, failure or delay, willful or otherwise, in the performance of the Loan Obligations, ; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the occurrence payment in full of all the Termination DateLoan Document Obligations (other than unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case for which no claim has been made)). Each Guarantor expressly authorizes the Collateral Agent, in accordance with the Credit Agreement and applicable law, Secured Parties to take and hold security for the payment and performance of the Loan Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security (in accordance with the Loan Documents) and direct the order and manner of any sale thereof in its their sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Obligations, in each case in accordance with the Loan ObligationsDocuments, all without affecting the obligations of any Guarantor (in its capacity as such) hereunder. (b) To the fullest extent permitted by applicable law, each Guarantor waives any defense (other than payment or performance of the Loan Obligations (other than contingent obligations), in full) based on or arising out of any defense of the Borrower or any other Grantor Loan Party or the unenforceability of the Loan Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other GrantorLoan Party, other than the occurrence payment in full of all the Termination DateLoan Document Obligations (other than unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case for which no claim has been made). The Collateral Administrative Agent and the other Loan Secured Parties may, at their election, and in each case in accordance with the Credit Agreement and applicable law, at their electionLoan Documents, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Loan Obligations, make any other accommodation with the Borrower or any other Grantor Loan Party or exercise any other right or remedy available to them against the Borrower or any other GrantorLoan Party, without affecting or impairing in any way the liability of any Guarantor (in its capacity as such) hereunder except to the extent the Termination Date Loan Document Obligations have been paid in full (other than unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case for which no claim has occurredbeen made). To the fullest extent permitted by applicable law, each Guarantor (in its capacity as such) waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Borrower or any other GrantorLoan Party, as the case may be, or any security.

No Limitations, Etc. (a) Except for termination of a Guarantor’s 's obligations hereunder as expressly provided for in Section 7.14, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, 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 Loan Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by by: (i) the failure of the Administrative Agent, the Collateral Agent or any other Loan Secured Party to assert any claim or demand or to exercise or enforce any right or remedy under the provisions of any Loan Document or otherwise, ; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document (other than pursuant to the terms of a waiver, amendment, modification or release of this Agreement in accordance with the terms hereof) or any other agreement, including with respect to the release of any other Guarantor under this Agreement and so long as any such amendment, modification or waiver of any Loan Document is made in accordance with Section 9.08 of the Credit Agreement, ; (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, or the exchange, substitution, release or any security held by the impairment of, any Collateral Agent or any other Loan Secured Party for collateral securing the Loan Guaranteed Obligations, ; (iv) any default, failure or delay, willful or otherwise, in the performance of the Loan Guaranteed Obligations, or ; (v) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the occurrence indefeasible payment in full in cash of all the Termination DateGuaranteed Obligations); (vi) any illegality, lack of validity or enforceability of any Guaranteed Obligation; (vii) any change in the corporate existence, structure or ownership of any Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Borrower or its assets or any resulting release or discharge of any Guaranteed Obligation; (viii) the existence of any claim, set-off or other rights that the Guarantor may have at any time against any Borrower, the Collateral Agent, or any other corporation or 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; and (ix) any other circumstance (including without limitation, the expiration of any statute of limitations) or any existence of or reliance on any representation by the Collateral Agent that might otherwise constitute a defense to, or a legal or equitable discharge of, the Domestic Borrower or the Guarantor or any other guarantor or surety. Each Guarantor expressly authorizes the Collateral Agent, in accordance with the Credit Agreement and applicable law, Secured Parties to take and hold security for the payment and performance of the Loan Guaranteed Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its their sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Loan Guaranteed Obligations, all without affecting the obligations of any Guarantor hereunder. Each Guarantor acknowledges that its guarantee is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future. Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Loan Documents and that the waivers set forth in this Article II are knowingly made in contemplation of such benefits. (b) To the fullest extent permitted by applicable law, each Guarantor waives any defense (other than payment or performance of the Loan Obligations (other than contingent obligations), in full) based on or arising out of any defense of the any Borrower or any other Grantor Loan Party or the unenforceability of the Loan Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the any Borrower or any other GrantorLoan Party, other than the occurrence indefeasible payment in full in cash of all the Termination DateGuaranteed Obligations. The Collateral Agent and the other Loan Secured Parties may, in accordance with the Credit Agreement and applicable law, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Loan Guaranteed Obligations, make any other accommodation with the any Borrower or any other Grantor Loan Party or exercise any other right or remedy available to them against the any Borrower or any other GrantorLoan Party, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Termination Date has occurredGuaranteed Obligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the any Borrower or any other GrantorLoan Party, as the case may be, or any security.

No Limitations, Etc. (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 7.147.15, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, 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 Loan Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Administrative Agent, the Collateral Agent or any other Loan Secured Party to assert any claim or demand or to exercise or enforce any right or remedy under the provisions of any Loan Document or otherwise, ; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document (other than pursuant to the terms of a waiver, amendment, modification or release of this Agreement in accordance with the terms hereof) or any other agreement, including with respect to the release of any other Guarantor under this Agreement and so long as any such amendment, modification or waiver of any Loan Document is made in accordance with Section 9.08 of the Credit Agreement, ; (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, or the release of, any security held by the Collateral Agent or any other Loan Secured Party for the Loan Obligations, ; (iv) any default, failure or delay, willful wilful or otherwise, in the performance of the Loan Obligations, or ; (v) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the occurrence indefeasible payment in full in cash of all the Termination Date)Obligations) or (vi) any law or regulation of any jurisdiction or any other event affecting any term of a guaranteed obligation. Each Guarantor expressly authorizes the Collateral Agent, in accordance with the Credit Agreement and applicable law, Secured Parties to take and hold security for the payment and performance of the Loan Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its their sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Loan Obligations, all without affecting the obligations of any Guarantor hereunder. (bi) To the fullest extent permitted by applicable law, each Guarantor waives any defense (other than payment or performance of the Loan Obligations (other than contingent obligations), in full) based on or arising out of any defense of the Borrower Borrowers or any other Grantor Loan Party or the unenforceability of the Loan Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower Borrowers or any other GrantorLoan Party, other than the occurrence indefeasible payment in full in cash of all the Termination DateObligations. The Collateral Agent and the other Loan Secured Parties may, in accordance with the Credit Agreement and applicable law, at their its election, foreclose on any security held by one or more of them it by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Loan Obligations, make any other accommodation with the Borrower Borrowers or any other Grantor Loan Party or exercise any other right or remedy available to them against the Borrower Borrowers or any other GrantorLoan Party, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Termination Date has occurredObligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Borrower Borrowers or any other GrantorLoan Party, as the case may be, or any security. (ii) Each Guarantor waives any right it may have to require the Collateral Agent or the Lenders to proceed against any Borrower or any other Guarantor, proceed against or exhaust any security held from any Borrower or any other Guarantor, or pursue any other remedy in their respective power to pursue, as well as any defense based on any claim that Guarantor’s obligations exceed or are more burdensome than those of any Borrower. To the extent that the laws of the State of California may be deemed to apply to the Guarantees, the rights which each Guarantor hereby waives include all rights of subordination, reimbursement, indemnification and contribution and any other rights and defenses that are or may become available to such Guarantor by reason of Section 2787 to 2855, inclusive, of the California Civil Code; provided that these waivers shall not limit the express rights of the Guarantors that are set forth in Sections 6.01 and 6.02 hereof. (iii) Each Guarantor understands and acknowledges that if the Collateral Agent forecloses judicially or nonjudicially against any real property security for the Obligations, such foreclosure could impair or destroy any right or ability that any Guarantor may have to seek reimbursement, contribution or indemnification for any amounts paid by such Guarantor under its Guarantee. To the extent that the laws of the State of California may be deemed to apply to the Guarantees, each Guarantor further understands and acknowledges that, in the absence of this waiver, such potential impairment or destruction of the Guarantor’s rights, if any, may entitle the Guarantor to assert a defense to its Guarantee based on California Code of Civil Procedure §580d as interpreted in Union Bank v. Xxxxxxx, (1968) 265 CA 2d 40, 71 CR 64, on the grounds, among others, that a lender should be estopped from pursuing a guarantor when the lender’s election to foreclose has impaired or destroyed the guarantor’s rights of subrogation, reimbursement, contribution or indemnification rights. By execution of this Agreement, each Guarantor intentionally, freely, irrevocably, and unconditionally: (A) waives and relinquishes that defense and agrees that such Guarantor will be liable under its Guarantee even though the Collateral Agent had foreclosed judicially or nonjudicially against any real or personal property collateral for the Obligations or any of the Guarantees; and (B) agrees that such Guarantor will not assert that defense in any action or proceeding which the Collateral Agent or the Lenders may commence to enforce its Guarantee. Without limiting the foregoing, each Guarantor waives all rights and defenses arising out of an election of remedies by the Collateral Agent or the Lenders, even though that election of remedies, such as nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Guarantor’s rights of subrogation and reimbursement against the principal or another Guarantor by the operation of Section 580d of the California Code of Civil Procedure. (iv) To the extent that the laws of the State of California may be deemed to apply to the Guarantees, each Guarantor intentionally, freely, irrevocably and unconditionally waives and relinquishes all rights which may be available to it under any provision of California law or under any California judicial decision, including Section 580a and 726(b) of the California Code of Civil Procedure, to seek to limit the amount of any deficiency judgment or other judgment which may be obtained against such Guarantor under its Guarantee to not more than the amount by which the unpaid Obligations guaranteed hereby exceed the fair market value or fair value of any real or personal property securing said Obligations, including, without limitation, all rights to an appraisement of, judicial or other hearing on, or other determination of the value of said property. (v) To the extent that the laws of the State of California may be deemed to apply to the Guarantees, and without limiting any of the other waivers and provisions set forth herein, if the debt of any Borrower or another Guarantor’s Guarantee is secured by real property, each Guarantor hereby intentionally, freely, irrevocably and unconditionally waives all rights and defenses that Guarantor may have because the debt of such Borrower or another Guarantor’s Guarantee is secured by real property; this means, among other things: (A) the Collateral Agent and the Lenders may collect from that Guarantor without first foreclosing on any real or personal property collateral pledged by any Borrower or another Guarantor; (B) the amount of the Obligations may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is determined to be worth more than the sale price; and (C) the Collateral Agent and the Lenders may collect from that Guarantor even if the Collateral Agent, by foreclosing on the real property collateral, has destroyed any right the Guarantor may have to collect from such Borrower or another Guarantor. This is an unconditional and irrevocable waiver of any rights and defenses that such Guarantor may have under circumstances where the debt of any Borrower or another Guarantor’s Guarantee is secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure.

No Limitations, Etc. (a) Except for termination or release of a Guarantor’s obligations hereunder as expressly provided in Section 7.149.13, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, 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 Loan Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by by, and each Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to (i) the failure of the Collateral Agent or any other Loan Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions provisions, or any lack of validity or enforceability of, of any Loan Document or otherwise, (ii) any rescission, waiver, amendment or modification of, or any consent to departure from, or any release from any of the terms or provisions of, any Loan Document (other than pursuant to the terms of a waiver, amendment, modification or release of this Agreement in accordance with the terms hereof) or any other agreement, including with respect to the release of any other Guarantor under this Agreement and so long as any such amendment, modification or waiver of any Loan Document is made in accordance with Section 9.08 of the Credit Agreement, (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, any security held by the Collateral Agent or any other Loan Secured Party for the Loan ObligationsObligations or any of them, or any defense based on right of setoff or counterclaim against or in respect of such Guarantor’s obligations hereunder, (iv) any default, failure or delay, willful or otherwise, in the performance of the Obligations, (v) any changes to, or restructuring or termination of the corporate structure or existence of any Loan ObligationsParty or Subsidiary, or (vvi) any failure on the part of any Secured Party or Agent to disclose to any Loan Party any information relating to the financial condition, operations, properties or prospects of any Loan Party, or any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the occurrence indefeasible payment in full in cash of all the Termination DateObligations). Each Guarantor hereby unconditionally waives any right to revoke this Agreement and acknowledges that this Agreement is continuing in nature and applies to all Obligations, whether existing now or in the future. Each Guarantor expressly authorizes the Collateral Agent, in accordance with the Credit Agreement and applicable law, Agent to take and hold security for the payment and performance of the Loan Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Loan Obligations, all without affecting the obligations of any Guarantor hereunder. (b) To the fullest extent permitted by applicable law, each Guarantor waives any defense (other than payment or performance of the Loan Obligations (other than contingent obligations), in full) based on or arising out of any defense of the any Borrower or any other Grantor Loan Party or the unenforceability of the Loan Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the any Borrower or any other GrantorLoan Party, other than the occurrence indefeasible payment in full in cash of all the Termination DateObligations. The Collateral Agent and the other Loan Secured Parties may, in accordance with the Credit Agreement and applicable law, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Loan Obligations, make any other accommodation with the any Borrower or any other Grantor Loan Party or exercise any other right or remedy available to them against the any Borrower or any other GrantorLoan Party, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Termination Date has occurredObligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the any Borrower or any other GrantorLoan Party, as the case may be, or any security.

No Limitations, Etc. (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 7.14, the The obligations of each Guarantor Loan Party hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, 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 Loan Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by by: (i) the failure of the Collateral Agent or any other Loan Secured Party Lender to assert any claim or demand or to exercise or enforce any right or remedy under the provisions of any Loan Document or otherwise, ; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document (other than pursuant to the terms of a waiver, amendment, modification or release of this Agreement in accordance with the terms hereof) or any other agreement, including with respect to the release of any other Guarantor Loan Party under this Agreement and so long as any such amendment, modification or waiver of any Loan Document is made in accordance with Section 9.08 of the Credit Agreement, ; (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, or the exchange, substitution, release or any impairment of, any security held by the Collateral Agent or any other Loan Secured Party Lender for the Loan Obligations, ; (iv) any default, failure or delay, willful or otherwise, in the performance of the Loan Obligations, or ; (v) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor Loan Party or otherwise operate as a discharge of any Guarantor Loan Party as a matter of law or equity (other than the occurrence indefeasible payment in full in cash of all the Termination DateObligations). Each Guarantor expressly authorizes ; (vi) the Collateral Agent, in accordance with the Credit Agreement and applicable law, to take and hold security for the payment and performance of the Loan Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner existence of any sale thereof claim, set-off or other rights that the Guarantor may have at any time against Borrower, Lender, or any other entity or Person, whether in its sole discretion connection herewith or to release or substitute any one or more other guarantors or obligors upon or in respect of unrelated transactions, provided that nothing herein will prevent the Loan Obligations, all without affecting the obligations assertion of any such claim by separate suit or compulsory counterclaim; and (vii) any other circumstance (including without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that might otherwise constitute a defense to, or a legal or equitable discharge of, Borrower or the Guarantor hereunderor any other guarantor or surety. (b) To the fullest extent permitted by applicable law, each Guarantor Loan Party waives any defense (other than payment or performance of the Loan Obligations (other than contingent obligations), in full) based on or arising out of any defense of the Borrower or any other Grantor Loan Party or the unenforceability of the Loan Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other GrantorLoan Party, other than the occurrence indefeasible payment in full in cash of all the Termination DateObligations. The Collateral Agent and the other Loan Secured Parties Lender may, in accordance with the Credit Agreement and applicable law, at their its election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Loan Obligations, make any other accommodation with the Borrower or any other Grantor Loan Party or exercise any other right or remedy available to them against the Borrower or any other GrantorLoan Party, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Termination Date has occurredObligations have been fully and indefeasibly paid in full in cash and discharged. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Borrower or any other GrantorLoan Party, as the case may be, or any security.

No Limitations, Etc. (a1) Except for termination of a Guarantor’s obligations hereunder as expressly provided for in Section 7.147.15 and except as provided in Section 2.07, the obligations of each Guarantor hereunder shall will not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall will not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Loan Secured Obligations or otherwiseotherwise (other than defense of payment or performance of Secured Obligations). Without limiting the generality of the foregoing, except for termination or release of a Guarantor’s obligations hereunder in accordance with the terms of Section 7.15 the obligations of each Guarantor hereunder shall hereunder, to the fullest extent permitted by applicable law, will not be discharged or impaired or otherwise affected by, and each Guarantor hereby waives any defense to the enforcement hereof by reason of: (ia) the failure of the Collateral Agent or any other Loan Secured Party to assert any claim or demand or to exercise or enforce any right or remedy under the provisions of any Loan Document or otherwise, ; (iib) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document (other than pursuant to the terms of a waiver, amendment, modification or release of this Agreement in accordance with the terms hereof) or any other agreement, including with respect to the release of any other Guarantor under this Agreement and so long as Agreement; (c) the failure to perfect any such amendmentsecurity interest in, modification or waiver of any Loan Document is made in accordance with Section 9.08 of the Credit Agreement, (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, any security the Collateral held by or on behalf of the Collateral Agent or any other Loan Secured Party for the Loan Secured Obligations, ; (ivd) any default, failure or delay, willful or otherwise, in the performance of the Secured Obligations; (e) any illegality, lack of validity or enforceability of any Secured Obligation; (f) any change in the corporate existence, structure or ownership of any Loan ObligationsParty, or any insolvency, bankruptcy or reorganization of any Loan Party; (vg) the existence of any claim, set-off or other rights that the Guarantors may have at any time against the Borrower, the Collateral Agent, any other Secured Party or any other person, whether in connection herewith, the other Loan Documents or any unrelated transactions; provided that nothing herein will prevent the assertion of any such claim by separate suit or compulsory counterclaim; (h) any action permitted or authorized hereunder; or (i) any other circumstance (including any statute of limitations) or any act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a defense to, or a legal or equitable discharge of of, the Borrower or any Guarantor as a matter of law or equity any other guarantor or surety (other than the occurrence Payment in Full or performance of the Termination DateSecured Obligations). . (2) Each Guarantor expressly authorizes the Collateral Agent, in accordance with the Credit Agreement and applicable law, Secured Parties to take and hold security for the payment and performance of the Loan Secured Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its their sole discretion or to release release, substitute or substitute add any one or more other guarantors or obligors upon or in respect of the Loan Secured Obligations, all without affecting the obligations of any Guarantor hereunder. (b3) To the fullest extent permitted by applicable lawlaw and except for termination or release of a Guarantor’s obligations hereunder in accordance with the terms of Section 7.15 hereof, each Guarantor waives any defense (other than payment or performance of the Loan Obligations (other than contingent obligations), in full) based on or arising out of any defense of the Borrower or any other Grantor Loan Party or the unenforceability of the Loan Secured Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other GrantorLoan Party, other than than, after all Commitments have been terminated, the occurrence Payment in Full or performance of all the Termination DateSecured Obligations. The Collateral Agent and the other Loan Secured Parties may, in accordance with the Credit Agreement and applicable law, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Loan Obligations, make any other accommodation with the Borrower or any other Grantor or may exercise any other right or remedy available to them against the Borrower or any other GrantorLoan Party pursuant to this Agreement or the other Loan Documents, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Termination Date has occurredthat after giving effect thereto there shall have been Payment in Full in respect of all Secured Obligations. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Borrower or any other GrantorLoan Party, as the case may be, or any security.

No Limitations, Etc. (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided for in Section 7.14, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, 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 Loan Secured Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by by: (i) the failure of the Administrative Agent, the Collateral Agent or any other Loan Secured Party to assert any claim or demand or to exercise or enforce any right or remedy under the provisions of any Loan Document or otherwiseotherwise against the Borrower, any other Obligor or any other guarantor or surety; (ii) the creation of any Secured Obligation and any rescission, waiver, amendment amendment, restatement, supplement or modification of, or any release from any of the terms or provisions of, any Loan Document (other than pursuant to the terms of a waiver, amendment, modification or release of this Agreement in accordance with the terms hereof) or any other agreement, including with respect to (x) any of the release of foregoing that extends the maturity of, or increases the amount of, any Secured Obligations and (y) any other Guarantor under this Agreement and so long as any such amendment, modification or waiver of any Loan Document is made in accordance with Section 9.08 of the Credit Agreement, ; (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, or the exchange, substitution, release or any security held by the impairment of, any Collateral Agent or any other Loan collateral securing the Secured Party for the Loan Obligations, ; (iv) any default, failure or delay, willful or otherwise, in the performance of the Loan Secured Obligations, or ; (v) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the occurrence indefeasible payment in full in cash of all the Secured Obligations); (vi) any illegality, lack of validity or enforceability of any Secured Obligation; (vii) any change in the corporate existence, structure or ownership of the Termination Date)Borrower or any other Obligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or any other Obligor or the Property of any Obligor or any resulting release or discharge of any Secured Obligation; (viii) any assignment or other transfer, in whole or in part, of any Secured Party’s interests in and rights under this Agreement, any other Loan Document, including any such Secured Party’s right to receive payment of the Secured Obligations, or any assignment or other transfer, in whole or in part, of any Secured Party’s interests in and to any of the Collateral; (ix) the existence of any claim, set-off or other rights that such Guarantor may have at any time against the Borrower or any other Obligor, the Collateral Agent, 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; or (x) any other circumstance (including without limitation, the expiration of any statute of limitations) or any existence of or reliance on any representation by the Collateral Agent or any other Person that might otherwise constitute a defense to, or a legal or equitable discharge of, the Borrower, such Guarantor, any other Obligor or any other guarantor or surety. Each Guarantor expressly authorizes the Collateral Agent, in accordance with the Credit Agreement and applicable law, Agent to take and hold security security, for the benefit of the Secured Parties, for the payment and performance of the Loan Secured Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its sole discretion or thereof, subject to the terms hereof, upon the written direction of the Administrative Agent and to release or substitute any one or more other guarantors or obligors upon or in respect of the Loan Secured Obligations, all without affecting the obligations of any Guarantor hereunder. Each Guarantor acknowledges that its guarantee is continuing in nature and applies to all Secured Obligations, whether existing now or in the future. Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Loan Documents, and that the waivers set forth in this Article 2 are knowingly made in contemplation of such benefits. (b) To the fullest extent permitted by applicable law, each Guarantor waives any defense (other than payment or performance of the Loan Obligations (other than contingent obligations), in full) based on or arising out of any defense of the Borrower or any other Grantor Obligor or the unenforceability of the Loan Secured Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other GrantorObligor, other than the occurrence indefeasible payment in full in cash of all the Termination DateSecured Obligations. The Collateral Agent and Agent, on behalf of the other Loan Secured Parties Parties, may, in accordance with upon the Credit Agreement and applicable law, at their electionwritten direction of the Administrative Agent, foreclose on any security held by one or more of them the Secured Parties by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Loan Secured Obligations, make any other accommodation with the Borrower or any other Grantor Obligor or exercise any other right or remedy available to them against the Borrower or any other GrantorObligor, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Termination Date has occurredSecured Obligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Borrower or any other GrantorObligor, as the case may be, or any security.

No Limitations, Etc. (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 7.149.14, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, 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 Loan Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Administrative Agent or any other Loan Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Loan Document or otherwise, (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document (other than pursuant to the terms of a waiver, amendment, modification or release of this Agreement in accordance with the its terms hereof) or any other agreement, including with respect to the release of any other Guarantor under this Agreement and so long as any such amendment, modification or waiver of any Loan Document is made in accordance with Section 9.08 of the Credit Agreement, (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, any security held by the Collateral Administrative Agent or any other Loan Secured Party for the Loan ObligationsObligations or any of them, (iv) any default, failure or delay, willful or otherwise, in the performance of the Loan Obligations, or (v) any illegality, lack of validity or enforceability of any Obligation, (vi) any change in the corporate existence, structure or ownership of any Loan Party, or any insolvency, bankruptcy or reorganization of any Loan Party (other than any insolvency, bankruptcy or reorganization of such Guarantor), (vii) the existence of any claim, set-off or other rights that such Guarantor may have at any time against the Borrower, the Collateral Agent, any other Secured Party or any other person, whether in connection herewith, the other Loan Documents or any unrelated transactions or (viii) any other circumstances or any act or omission that may or might in any manner or to any extent vary the risk of any such Guarantor or otherwise operate as a defense to or discharge of any such Guarantor as a matter of law or equity (other than the occurrence payment in full in cash of all the Termination DateObligations). Each Guarantor expressly authorizes the Collateral Agent, in accordance with the Credit Agreement and applicable law, Administrative Agent to take and hold security for the payment and performance of the Loan Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Loan Obligations, all without affecting the obligations of any Guarantor hereunder. (b) To the fullest extent permitted by applicable law, each Guarantor waives any defense (other than payment or performance of the Loan Obligations (other than contingent obligations), in full) based on or arising out of any defense of the Borrower or any other Grantor Loan Party or the unenforceability of the Loan Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other GrantorLoan Party, other than the occurrence Discharge of the Termination DateObligations or a release of guarantee in accordance with Section 9.14. The Collateral Administrative Agent and the other Loan Secured Parties may, in accordance with the Credit Agreement and applicable law, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Loan Obligations, make any other accommodation with the Borrower or any other Grantor Loan Party or exercise any other right or remedy available to them against the Borrower or any other GrantorLoan Party, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Termination Date Discharge of Obligations has occurred. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Borrower or any other GrantorLoan Party, as the case may be, or any security.

No Limitations, Etc. (a) Except for termination of a Guarantor’s 's obligations hereunder as expressly provided in Section 7.1420, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Loan Obligations, any impossibility in the performance of any of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral any Agent or any other Loan Secured Party Lender to assert any claim or demand or to enforce any right or remedy against any Loan Party under the provisions of any Loan Document or otherwise, ; (ii) any extension or renewal of any of the Obligations; (iii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document (other than pursuant to the terms of a waiver, amendment, modification or release of this Agreement in accordance with the terms hereof) or any other agreement, including with respect to the release of any other Guarantor under this Agreement and so long as any such amendment, modification or waiver of any Loan Document is made in accordance with Section 9.08 of the Credit Agreement, (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, any security held by the Collateral Agent or any other Loan Secured Party for the Loan Obligations, ; (iv) any default, failure or delay, willful or otherwise, in the performance of the Loan Obligations, ; or (v) any other act, omission or delay to do any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the occurrence payment in full in cash of all the Termination Date). Each Guarantor expressly authorizes Obligations guaranteed hereunder by such Guarantor) or which would impair or limit the Collateral Agent, in accordance with the Credit Agreement and applicable law, to take and hold security for the payment and performance of the Loan Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Loan Obligations, all without affecting the obligations right of any Guarantor hereunderto subrogation. (b) To the fullest extent permitted by applicable law, each Guarantor waives any defense (other than payment or performance of the Loan Obligations (other than contingent obligations), in full) based on or arising out of any defense of the Borrower Borrowers or any other Grantor Loan Party or the unenforceability of the Loan Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower Borrowers or any other GrantorLoan Party, other than the occurrence payment in full in cash of all the Termination DateObligations guaranteed hereunder by such Guarantor. The Collateral Agent Agents and the other Loan Secured Parties Lenders may, in accordance with the Credit Agreement and applicable law, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Loan Obligations, make any other accommodation with any of the Borrower Borrowers or any other Grantor Loan Party or exercise any other right or remedy available to them against any of the Borrower Borrowers or any other GrantorLoan Party, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Termination Date has occurredObligations guaranteed hereunder by such Guarantor have been fully paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against any of the Borrower Borrowers or any other GrantorLoan Party, as the case may be, or any security.

No Limitations, Etc. (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 7.146.15, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, 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 Loan Obligations or otherwise, other than the defense of payment of such obligations in accordance with the terms thereof. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Administrative Agent or any other Loan Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Loan Document or otherwise, ; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document (other than pursuant to the terms of a waiver, amendment, modification or release of this Agreement in accordance with the terms hereof) or any other agreement, including with respect to the release of any other Guarantor under this Agreement and so long as any such amendment, modification or waiver of any Loan Document is made in accordance with Section 9.08 of the Credit Agreement, ; (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, any security held by the Collateral Administrative Agent or any other Loan Secured Party for the Loan Obligations, Obligations or any of them; (iv) any default, failure or delay, willful or otherwise, in the performance of the Loan Obligations, ; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the occurrence payment in full of all the Termination DateLoan Document Obligations (other than unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case for which no claim has been made)). Each Guarantor expressly authorizes the Collateral Agent, in accordance with the Credit Agreement and applicable law, Secured Parties to take and hold security for the payment and performance of the Loan Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security (in accordance with the Loan Documents) and direct the order and manner of any sale thereof in its their sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Obligations, in each case in accordance with the Loan ObligationsDocuments, all without affecting the obligations of any Guarantor (in its capacity as such) hereunder. (b) To the fullest extent permitted by applicable law, each Guarantor waives any defense (other than payment or performance of the Loan Obligations (other than contingent obligations), in full) based on or arising out of any defense of the Borrower or any other Grantor Loan Party or the unenforceability of the Loan Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other GrantorLoan Party, other than the occurrence payment in full of all the Termination Date. The Collateral Agent and the Loan Document Obligations (other Loan Secured Parties maythan unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in accordance with the Credit Agreement and applicable law, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Loan Obligations, make any other accommodation with the Borrower or any other Grantor or exercise any other right or remedy available to them against the Borrower or any other Grantor, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Termination Date each case for which no claim has occurred. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Borrower or any other Grantor, as the case may be, or any security.been

No Limitations, Etc. (a1) Except for termination of a Guarantor’s obligations hereunder as expressly provided for in Section 7.147.15 and except as provided in Section 2.07, the obligations of each Guarantor hereunder shall will not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall will not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Loan Secured Obligations or otherwiseotherwise (other than defense of payment or performance). Without limiting the generality of the foregoing, except for termination or release of a Guarantor’s obligations hereunder in accordance with the terms of Section 7.15 the obligations of each Guarantor hereunder shall hereunder, to the fullest extent permitted by applicable law, will not be discharged or impaired or otherwise affected by, and each Guarantor hereby waives any defense to the enforcement hereof by reason of: (ia) the any failure or omission of the Collateral Agent or any other Loan Secured Party to assert or enforce or agreement or election not to assert or enforce, delay in enforcement, or stay or enjoining, by the order of court, by operation of law or otherwise, the exercise or enforcement of, any claim or demand or to exercise or enforce any right right, power or remedy (whether arising under the provisions of or in connection with any Loan Document Document, any Specified Hedge Agreement or any Cash Management Obligation, at law, in equity or otherwise) with respect to the Secured Obligations or any agreements relating thereto, or with respect to any other guaranty of or security for the payment of the Secured Obligations; (iib) the validity or enforceability or any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document (other than pursuant to the terms of a waiver, amendment, modification or release of this Agreement in accordance with the terms hereof) or any other agreement, including with respect to the release of any other Guarantor under this Agreement and so long as Agreement; (c) any such renewal, extension or acceleration of, or any increase in the amount of the Secured Obligations, or any amendment, supplement, modification or waiver of of, or any consent to departure from, the Loan Document is made Documents or any Specified Hedge Agreement or Cash Management Obligation; (d) the validity, perfection, the failure to perfect (or lapse in accordance with Section 9.08 of the Credit Agreementperfection) any security interest in, (iii) or the release of, or any impairment of or failure to perfect any Lien on or security interest in, any security the Collateral held by or on behalf of the Collateral Agent or any other Loan Secured Party for the Loan Secured Obligations, ; (ive) any default, failure or delay, willful or otherwise, in the performance of the Secured Obligations; (f) any illegality, lack of validity or enforceability of any Secured Obligation; (g) any change in the corporate existence, structure or ownership of any Loan ObligationsParty, or any insolvency, bankruptcy or reorganization of any Loan Party and any corresponding restructuring of the Secured Obligations; (vh) the existence of any claim, set-off or other rights that the Guarantors may have at any time against the Borrower, the Collateral Agent, any other Secured Party or any other person, whether in connection herewith, the other Loan Documents 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 statute of limitations) or any act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a defense to, or a legal or equitable discharge of of, the Borrower or any Guarantor as a matter of law or equity any other guarantor or surety (other than the occurrence payment in full in cash or immediately available funds of the Termination DateSecured Obligations). . (2) Each Guarantor expressly authorizes the Collateral Agent, in accordance with the Credit Agreement and applicable law, Secured Parties to take and hold security for the payment and performance of the Loan Secured Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its their sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Loan Secured Obligations, all without affecting the obligations of any Guarantor hereunder. (b3) To the fullest extent permitted by applicable lawlaw and except for termination or release of a Guarantor’s obligations hereunder in accordance with the terms of Section 7.15 hereof, each Guarantor waives any defense (other than payment or performance of the Loan Obligations (other than contingent obligations), in full) based on or arising out of any defense of the Borrower or any other Grantor Loan Party or the unenforceability of the Loan Secured Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other GrantorLoan Party, other than, after all Commitments have been terminated, the return of all Letters of Credit (or cash collateralization thereof on terms satisfactory to the Issuing Bank), the payment in full in cash or immediately available funds of all the Secured Obligations (other than the occurrence Secured Obligations in respect of the Termination DateSpecified Hedge Agreements, Cash Management Obligations and contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted). The Collateral Agent and the other Loan Secured Parties may, in accordance with the Credit Agreement and applicable law, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Loan Obligations, make any other accommodation with the Borrower or any other Grantor or may exercise any other right or remedy available to them against the Borrower or any other GrantorLoan Party pursuant to this Agreement or the other Loan Documents, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Termination Date that after giving effect thereto all Secured Obligations have been terminated and paid in full (other than contingent indemnity or expense reimbursement obligations that are not yet due and payable and for which no claim has occurredbeen made). To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Borrower or any other GrantorLoan Party, as the case may be, or any security.

No Limitations, Etc. (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 7.147.15, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, 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 Loan Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Agent or any other Loan Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Loan Document or otherwise, (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document (other than pursuant to the terms of a waiver, amendment, modification or release of this Agreement in accordance with the terms hereof) or any other agreement, including with respect to the release of any other Guarantor under this Agreement and so long as any such amendment, modification or waiver of any Loan Document is made in accordance with Section 9.08 of the Credit Agreement, (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, any security held by the Collateral Agent or any other Loan Secured Party for the Loan ObligationsObligations or any of them, (iv) any default, failure or delay, willful wilful or otherwise, in the performance of the Loan Obligations, or (v) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the occurrence indefeasible payment in full in cash of all the Termination DateObligations). Each Guarantor expressly authorizes the Collateral Agent, in accordance with the Credit Agreement and applicable law, Agent to take and hold security for the payment and performance of the Loan Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Loan Obligations, all without affecting the obligations of any Guarantor hereunder. (b) To the fullest extent permitted by applicable law, each Guarantor waives any defense (other than payment or performance of the Loan Obligations (other than contingent obligations), in full) based on or arising out of any defense of the Borrower or any other Grantor Loan Party or the unenforceability of the Loan Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other GrantorLoan Party, other than the occurrence indefeasible payment in full in cash of all the Termination DateObligations. The Collateral Agent and the other Loan Secured Parties may, in accordance with the Credit Agreement and applicable law, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Loan Obligations, make any other accommodation with the Borrower or any other Grantor Loan Party or exercise any other right or remedy available to them against the Borrower or any other GrantorLoan Party, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Termination Date has occurredObligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Borrower or any other GrantorLoan Party, as the case may be, or any security.

No Limitations, Etc. (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 7.1420, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Loan Obligations, any impossibility in the performance of any of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Administrative Agent or any other Loan Secured Party Lender to assert any claim or demand or to enforce any right or remedy against any Loan Party under the provisions of any Loan Document or otherwise, ; (ii) any extension or renewal of any of the Obligations; (iii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document (other than pursuant to the terms of a waiver, amendment, modification or release of this Agreement in accordance with the terms hereof) or any other agreement, including with respect to the release of any other Guarantor under this Agreement and so long as any such amendment, modification or waiver of any Loan Document is made in accordance with Section 9.08 of the Credit Agreement, (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, any security held by the Collateral Agent or any other Loan Secured Party for the Loan Obligations, ; (iv) any default, failure or delay, willful or otherwise, in the performance of the Loan Obligations, ; or (v) any other act, omission or delay to do any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the occurrence payment in full in cash of all the Termination Date). Each Guarantor expressly authorizes Obligations guaranteed hereunder by such Guarantor) or which would impair or limit the Collateral Agent, in accordance with the Credit Agreement and applicable law, to take and hold security for the payment and performance of the Loan Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Loan Obligations, all without affecting the obligations right of any Guarantor hereunderto subrogation. (b) To the fullest extent permitted by applicable law, each Guarantor waives any defense (other than payment or performance of the Loan Obligations (other than contingent obligations), in full) based on or arising out of any defense of the Borrower Borrowers or any other Grantor Loan Party or the unenforceability of the Loan Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower Borrowers or any other GrantorLoan Party, other than the occurrence payment in full in cash of all the Termination DateObligations guaranteed hereunder by such Guarantor. The Collateral Administrative Agent and the other Loan Secured Parties Lenders may, in accordance with the Credit Agreement and applicable law, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Loan Obligations, make any other accommodation with any of the Borrower Borrowers or any other Grantor Loan Party or exercise any other right or remedy available to them against any of the Borrower Borrowers or any other GrantorLoan Party, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Termination Date has occurredObligations guaranteed hereunder by such Guarantor have been fully paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against any of the Borrower Borrowers or any other GrantorLoan Party, as the case may be, or any security.

No Limitations, Etc. (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 7.147.15, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, 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 Loan Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Agent or any other Loan Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Pari Passu Agreement, any Loan Document or otherwise, (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Pari Passu Agreement, any Loan Document (other than pursuant to the terms of a waiver, amendment, modification or release of this Agreement in accordance with the terms hereof) or any other agreement, including with respect to the release of any other Guarantor under this Agreement and so long as any such amendment, modification or waiver of any Loan Document is made in accordance with Section 9.08 of the Credit Agreement, (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, any security held by the Collateral Agent or any other Loan Secured Party for the Loan ObligationsObligations or any of them, (iv) any default, failure or delay, willful wilful or otherwise, in the performance of the Loan Obligations, Obligations or (v) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the occurrence indefeasible payment in full in cash of all the Termination DateObligations (other than unasserted contingent indemnity obligations)). Each To the fullest extent permitted by applicable law, each Guarantor expressly authorizes the Collateral Agent, in accordance with the Credit Agreement and applicable law, Agent to take and hold security for the payment and performance of the Loan Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Loan Obligations, all without affecting the obligations of any Guarantor hereunder. (b) To the fullest extent permitted by applicable law, each Guarantor waives any defense (other than payment or performance of the Loan Obligations (other than contingent obligations), in full) based on or arising out of any defense of the Borrower or any other Grantor Loan Party or the unenforceability of the Loan Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other GrantorLoan Party, other than the payment in full in cash of all the Obligations. To the fullest extent permitted by applicable law, upon the occurrence and during the continuance of an Event of Default, the Termination Date. The Collateral Agent and the other Loan Secured Parties may, in accordance with the Credit Agreement and applicable law, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Loan Obligations, make any other accommodation with the Borrower or any other Grantor Loan Party or exercise any other right or remedy available to them against the Borrower or any other GrantorLoan Party, without adversely affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Termination Date has occurredObligations have been paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Borrower or any other GrantorLoan Party, as the case may be, or any security.

No Limitations, Etc. (ai) Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 7.147.15, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, 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 Loan Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Agent or any other Loan Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Loan Credit Document or otherwise, ; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Credit Document (other than pursuant to the terms of a waiver, amendment, modification or release of this Agreement in accordance with the terms hereof) or any other agreement, including with respect to the release of any other Guarantor under this Agreement and so long as any such amendment, modification or waiver of any Loan Document is made in accordance with Section 9.08 of the Credit Agreement, ; (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, any security held by the Collateral Agent or any other Loan Secured Party for the Loan Obligations, Obligations or any of them; (iv) any default, failure or delay, willful wilful or otherwise, in the performance of the Loan Obligations, ; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the occurrence indefeasible payment in full in cash of all the Termination DateObligations). Each Guarantor expressly authorizes The taking and holding of security to the Collateral Agent, in accordance with extent permitted by the Credit Agreement and applicable law, to take and hold security for the payment and performance of this Agreement and the Loan other Obligations, to the exchange, waive waiver or release of any or all such security (with or without consideration), to enforce the enforcement or apply application of such security and direct direction of the order and manner of any sale thereof in its their sole discretion or to the release or substitute substitution of any one or more other guarantors or obligors upon or in respect of the Loan Obligations, all without affecting Obligations will not affect the obligations of any Guarantor hereunder. (b) To the fullest extent permitted by applicable law, each Guarantor waives any defense (other than payment or performance of the Loan Obligations (other than contingent obligations), in full) based on or arising out of any defense of the Borrower or any other Grantor or the unenforceability of the Loan Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other Grantor, other than the occurrence of the Termination Date. The Collateral Agent and the other Loan Secured Parties may, in accordance with the Credit Agreement and applicable law, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Loan Obligations, make any other accommodation with the Borrower or any other Grantor or exercise any other right or remedy available to them against the Borrower or any other Grantor, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Termination Date has occurred. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Borrower or any other Grantor, as the case may be, or any security.

No Limitations, Etc. (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided for in Section 7.147.15 and except as provided in Section 2.07, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, 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 Loan Obligations or otherwiseotherwise (other than defense of payment or performance). Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder hereunder, to the 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 Collateral Administrative Agent or any other Loan Secured Party to assert any claim or demand or to exercise or enforce any right or remedy under the provisions of any Loan Document or otherwise, ; (ii) any rescission, waiver, amendment or modification of, increase in the Obligations with respect to, or any release from any of the terms or provisions of, any Loan Document (other than pursuant to the terms of a waiver, amendment, modification or release of this Agreement in accordance with the terms hereof) or any other agreement, including with respect to the release of any other Guarantor under this Agreement and so long as any such amendment, modification or waiver of any Loan Document is made in accordance with Section 9.08 of the Credit Agreement, ; (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, or the exchange, substitution, release or any impairment of, any security held by the Collateral Agent or any other Loan Secured Party for the Loan Obligations, ; (iv) any default, failure or delay, willful or otherwise, in the performance of the Loan Obligations, or ; (v) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the occurrence payment in full in cash or immediately available funds of all the Termination DateObligations); (vi) any illegality, lack of validity or enforceability of any Obligation; (vii) any change in the corporate existence, structure or ownership of any Loan Party, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Party or its assets or any resulting release or discharge of any Obligation; (viii) the existence of any claim, set-off or other rights that the Guarantors may have at any time against the Borrower, the Administrative Agent, any 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 without limitation, any statute of limitations) or any existence of or reliance on any representation by the Administrative Agent or any other Secured Party that might otherwise constitute a defense to, or a legal or equitable discharge of, the Borrower or any Guarantor or any other guarantor or surety. Each Guarantor expressly authorizes the Collateral Agent, in accordance with the Credit Agreement and applicable law, Secured Parties to take and hold security for the payment and performance of the Loan Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its their sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Loan Obligations, all without affecting the obligations of any Guarantor hereunder. (b) To the fullest extent permitted by applicable law, each Guarantor waives any defense (other than payment or performance of the Loan Obligations (other than contingent obligations), in full) based on or arising out of any defense of the Borrower or any other Grantor Loan Party or the unenforceability of the Loan Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other GrantorLoan Party, other than the occurrence payment in full in cash or immediately available funds of all the Termination DateObligations (other than contingent or unliquidated obligations or liabilities). The Collateral Agent and the other Loan Secured Parties may, in accordance with the Credit Agreement and applicable law, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Loan Obligations, make any other accommodation with the Borrower or any other Grantor Loan Party or exercise any other right or remedy available to them against the Borrower or any other GrantorLoan Party, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Termination Date has occurredObligations (other than contingent or unliquidated obligations or liabilities) have been paid in full in cash or immediately available funds. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Borrower or any other GrantorLoan Party, as the case may be, or any security.

No Limitations, Etc. (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 7.147.15, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, 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 Loan Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Agent or any other Loan Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Loan Document or otherwise, ; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document (other than pursuant to the terms of a waiver, amendment, modification or release of this Agreement in accordance with the terms hereof) or any other agreement, including with respect to the release of any other Guarantor under this Agreement and so long as any such amendment, modification or waiver of any Loan Document is made in accordance with Section 9.08 of the Credit Agreement, ; (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, any security held by the Collateral Agent or any other Loan Secured Party for the Loan Obligations, Obligations or any of them; (iv) any default, failure or delay, willful wilful or otherwise, in the performance of the Loan Obligations; (v) any law, regulation, decree or order of any jurisdiction or any other event, to the extent such Guarantor can lawfully waive application thereof; or (vvi) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the occurrence indefeasible payment in full in cash of all the Termination DateObligations). Each Guarantor expressly authorizes the Collateral Agent, in accordance with the Credit Agreement and applicable law, Secured Parties to take and hold security for the payment and performance of the Loan Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its their sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Loan Obligations, all without affecting the obligations of any Guarantor hereunder. (b) To the fullest extent permitted by applicable law, each Guarantor waives any defense (other than payment or performance of the Loan Obligations (other than contingent obligations), in full) based on or arising out of any defense of the any Borrower or any other Grantor Loan Party or the unenforceability of the Loan Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the any Borrower or any other GrantorLoan Party, other than the occurrence indefeasible payment in full in cash of all the Termination DateObligations. The Collateral Agent and the other Loan Secured Parties may, in accordance with the Credit Agreement and applicable law, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Loan Obligations, make any other accommodation with the any Borrower or any other Grantor Loan Party or exercise any other right or remedy available to them against the any Borrower or any other GrantorLoan Party, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Termination Date has occurredObligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the any Borrower or any other GrantorLoan Party, as the case may be, or any security.

No Limitations, Etc. (a) Except for termination of a Guarantor’s 's obligations hereunder as expressly provided for in Section 7.142.07 or Section 7.15, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, 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 Loan Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by by: (i) the failure of the Administrative Agent, the Collateral Agent or any other Loan Secured Party to assert any claim or demand or to exercise or enforce any right or remedy under the provisions of any Loan Document or otherwise, ; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document (other than pursuant to the terms of a waiver, amendment, modification or release of this Agreement in accordance with the terms hereof) or any other agreement, including with respect to the release of any other Guarantor under this Agreement and so long as any such amendment, modification or waiver of any Loan Document is made in accordance with Section 9.08 of the Credit Agreement, ; (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, or the release of, any security held by the Collateral Agent or any other Loan Secured Party for the Loan Guaranteed Obligations, ; (iv) any default, failure or delay, willful wilful or otherwise, in the performance of the Loan Guaranteed Obligations, ; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the occurrence indefeasible payment in full in cash of all the Termination DateGuaranteed Obligations). Each Guarantor expressly authorizes the Collateral Agent, in accordance with the Credit Agreement and applicable law, Secured Parties to take and hold security for the payment and performance of the Loan Guaranteed Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its their sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Loan Guaranteed Obligations, all without affecting the obligations of any Guarantor hereunder. (b) To the fullest extent permitted by applicable law, each Guarantor waives any defense (other than payment or performance of the Loan Obligations (other than contingent obligations), in full) based on or arising out of any defense of the any Borrower or any other Grantor Loan Party or the unenforceability of the Loan Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the any Borrower or any other GrantorLoan Party, other than the occurrence indefeasible payment in full in cash of all the Termination DateGuaranteed Obligations. The Collateral Agent and the other Loan Secured Parties may, in accordance with the Credit Agreement and applicable law, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Loan Guaranteed Obligations, make any other accommodation with the any Borrower or any other Grantor Loan Party or exercise any other right or remedy available to them against the any Borrower or any other GrantorLoan Party, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Termination Date has occurredGuaranteed Obligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the any Borrower or any other GrantorLoan Party, as the case may be, or any security.

No Limitations, Etc. (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 7.147.15, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, 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 Loan Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Administrative Agent or any other Loan Secured Lender Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Loan Document or otherwise, ; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document (other than pursuant to the terms of a waiver, amendment, modification or release of this Agreement in accordance with the terms hereof) or any other agreement, including with respect to the release of any other Guarantor under this Agreement and so long as any such amendment, modification or waiver of any Loan Document is made in accordance with Section 9.08 of the Credit Agreement, ; (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, any security held by the Collateral Agent or any other Loan Secured Party for the Loan Obligations, (iv) any default, failure or delay, willful wilful or otherwise, in the performance of the Loan Obligations; (iv) any law, regulation, decree or order of any jurisdiction or any other event, to the extent such Guarantor can lawfully waive application thereof; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the occurrence indefeasible payment in full in cash of all the Termination DateObligations). Each Guarantor expressly authorizes the Collateral Agent, in accordance with the Credit Agreement and applicable law, to take and hold security for the payment and performance of the Loan Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Loan Obligations, all without affecting the obligations of any Guarantor hereunder. (b) To the fullest extent permitted by applicable law, each Guarantor waives any defense (other than payment or performance of the Loan Obligations (other than contingent obligations), in full) based on or arising out of any defense of the any Borrower or any other Grantor Loan Party or the unenforceability of the Loan Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the any Borrower or any other GrantorLoan Party, other than the occurrence indefeasible payment in full in cash of all the Termination DateObligations. The Collateral Administrative Agent and the other Loan Secured Lender Parties may, in accordance with the Credit Agreement and applicable law, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Loan Obligations, make any other accommodation with the any Borrower or any other Grantor Loan Party or exercise any other right or remedy available to them against the any Borrower or any other GrantorLoan Party, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Termination Date has occurredObligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the any Borrower or any other GrantorLoan Party, as the case may be, or any security.

No Limitations, Etc. (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 7.149.15, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, 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 Loan Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Administrative Agent or any other Loan Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Loan Document or otherwise, (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document (other than pursuant to the terms of a waiver, amendment, modification or release of this Agreement in accordance with the terms hereof) or any other agreement, including with respect to the release of any other Guarantor under this Agreement and so long as any such amendment, modification or waiver of any Loan Document is made in accordance with Section 9.08 of the Credit Agreement, (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, any security held by the Collateral Administrative Agent or any other Loan Secured Party for the Loan ObligationsObligations or any of them, (iv) any default, failure or delay, willful wilful or otherwise, in the performance of the Loan Obligations, or (v) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the occurrence payment in full in cash of all the Termination DateObligations). Each Guarantor expressly authorizes the Collateral Agent, in accordance with the Credit Agreement and applicable law, Administrative Agent to take and hold security for the payment and performance of the Loan Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Loan Obligations, all without affecting the obligations of any Guarantor hereunder. (b) To the fullest extent permitted by applicable law, each Guarantor waives any defense (other than payment or performance of the Loan Obligations (other than contingent obligations), in full) based on or arising out of any defense of the Borrower or any other Grantor Loan Party or the unenforceability of the Loan Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other GrantorLoan Party, other than the occurrence payment in full in cash of all the Termination DateObligations. The Collateral Administrative Agent and the other Loan Secured Parties may, in accordance with the Credit Agreement and applicable law, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Loan Obligations, make any other accommodation with the Borrower or any other Grantor Loan Party or exercise any other right or remedy available to them against the Borrower or any other GrantorLoan Party, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Termination Date has occurredObligations have been paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Borrower or any other GrantorLoan Party, as the case may be, or any security.

No Limitations, Etc. (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 7.147.15, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, 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 Loan Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Agent or any other Loan Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Loan Document or otherwise, ; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document (other than pursuant to the terms of a waiver, amendment, modification or release of this Agreement in accordance with the terms hereof) or any other agreement, including with respect to the release of any other Guarantor under this Agreement and so long as any such amendment, modification or waiver of any Loan Document is made in accordance with Section 9.08 of the Credit Agreement, ; (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, any security held by the Collateral Agent or any other Loan Secured Party for the Loan Obligations, Obligations or any of them; (iv) any default, failure or delay, willful wilful or otherwise, in the performance of the Loan Obligations, ; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the occurrence payment in full in cash of all the Termination DateObligations). Each Guarantor expressly authorizes the Collateral Agent, in accordance with the Credit Agreement and applicable law, Agent to take and hold security for the payment and performance of the Loan Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Loan Obligations, all without affecting the obligations of any Guarantor hereunder. (b) To the fullest extent permitted by applicable law, each Guarantor waives any defense (other than payment or performance of the Loan Obligations (other than contingent obligations), in full) based on or arising out of any defense of the Borrower or any other Grantor Loan Party or the unenforceability of the Loan Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other GrantorLoan Party, other than the occurrence payment in full in cash of all the Termination DateObligations. The Collateral Agent and the other Loan Secured Parties may, in accordance with the Credit Agreement and applicable law, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Loan Obligations, make any other accommodation with the Borrower or any other Grantor Loan Party or exercise any other right or remedy available to them against the Borrower or any other GrantorLoan Party, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Termination Date has occurredObligations have been fully and paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Borrower or any other GrantorLoan Party, as the case may be, or any security.

No Limitations, Etc. (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided for in Section 7.147.15, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, 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 Loan its Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by by: (i) the failure of the Administrative Agent, the Collateral Agent or any other Loan Secured Party Person to assert any claim or demand or to exercise or enforce any right or remedy under the provisions of any Loan Document or otherwise, ; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document (other than pursuant to the terms of a waiver, amendment, modification or release of this Agreement in accordance with the terms hereof) or any other agreement, including with respect to the release of any other Guarantor under this Agreement and so long as any such amendment, modification or waiver of any Loan Document is made in accordance with Section 9.08 of the Credit Agreement, ; (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, any security held by the Collateral Agent or any other Loan Secured Party for the Loan Obligations, (iv) any default, failure or delay, willful or otherwise, in the performance of the Loan Obligations, or ; (viv) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the occurrence indefeasible payment in full in cash of all the Obligations), (v) any illegality, lack of validity or enforceability of any Obligation, (vi) any change in the corporate existence, structure or ownership of any Loan Party, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Party or its assets or any resulting release or discharge of any Obligation, (vii) the existence of any claim, set-off or other rights that the Guarantor may have at any time against any Loan Party, the Collateral Agent, or any other corporation or 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, (viii) any law, regulation, decree or order of any jurisdiction, or any other event, affecting any term of any of its Guaranteed Obligations or the Collateral Agent’s rights with respect thereto, including, without limitation: (A) the application of any such law, regulation, decree or order, including any prior approval, which would prevent the exchange of a foreign currency for Dollars or such other currency in which its Guaranteed Obligations are due, or the remittance of funds outside of such jurisdiction or the unavailability of Dollars or any such other currency in any legal exchange market in such jurisdiction in accordance with normal commercial practice; or (B) a declaration of banking moratorium or any suspension of payments by banks in such jurisdiction or the imposition by such jurisdiction or any governmental authority thereof of any moratorium on, the required rescheduling or restructuring of, or required approval of payments on, any indebtedness in such jurisdiction; or (C) any expropriation, confiscation, nationalization or requisition by such country or any governmental authority that directly or indirectly deprives any Borrower of any assets or their use, or of the Termination Dateability to operate its business or a material part thereof; or (D) any war (whether or not declared), insurrection, revolution, hostile act, civil strife or similar events occurring in such jurisdiction which has the same effect as the events described in clause (A), (B) or (C) above (in each of the cases contemplated in clauses (A) through (D) above, to the extent occurring or existing on or at any time after the date of this Agreement), and (ix) any other circumstance (including without limitation, any statute of limitations) or any existence of or reliance on any representation by the Collateral Agent that might otherwise constitute a defense to, or a legal or equitable discharge of, any Loan Party or the Guarantor or any other guarantor or surety. Each Guarantor expressly authorizes the Collateral Agent, in accordance with the Credit Agreement and applicable law, respective Guaranteed Parties to take and hold security for the payment and performance of the Loan its Guaranteed Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its their sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Loan its Guaranteed Obligations, all without affecting the obligations of any such Guarantor hereunder. Without limiting the generality of the foregoing, with respect to any of its Guaranteed Obligations that, in accordance with the express terms of any agreement pursuant to which such Guaranteed Obligations were created, were denominated in Dollars or any currency other than the currency of the jurisdiction where a Borrower is principally located, each Guarantor guarantees that it shall pay the Collateral Agent strictly in accordance with the express terms of such agreement, including in the amounts and in the currency expressly agreed to thereunder, irrespective of and without giving effect to any laws of the jurisdiction where a Borrower is principally located in effect from time to time, or any order, decree or regulation in the jurisdiction where a Borrower is principally located. (b) To the fullest extent permitted by applicable law, each Guarantor waives any defense (other than payment or performance of the Loan Obligations (other than contingent obligations), in full) based on or arising out of any defense of the any Borrower or any other Grantor Loan Party or the unenforceability of the Loan its Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the any Borrower or any other GrantorLoan Party, other than the occurrence indefeasible payment in full in cash of the Termination Dateall its Guaranteed Obligations. The Collateral Agent and the other Loan Secured Guaranteed Parties may, in accordance with the Credit Agreement and applicable law, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Loan Obligations, make any other accommodation with the any Borrower or any other Grantor Loan Party or exercise any other right or remedy available to them against the any Borrower or any other GrantorLoan Party, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Termination Date has occurredits Guaranteed Obligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the any Borrower or any other GrantorLoan Party, as the case may be, or any security.

No Limitations, Etc. (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 7.147.15, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, 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 Loan Secured Obligations or otherwiseotherwise (other than the payment and satisfaction in full in cash of all Secured Obligations (other than Unliquidated Obligations), together with the termination of the Commitments and the cash collateralization of all Unliquidated Obligations in a manner satisfactory to the Agent). Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Agent or any other Loan Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Loan Document or otherwise, ; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, of any Loan Document (other than pursuant to the terms of a waiver, amendment, modification or release of this Agreement in accordance with the terms hereof) or any other agreement, including with respect to the release of any other Guarantor under this Agreement and so long as any such amendment, modification or waiver of any Loan Document is made in accordance with Section 9.08 of the Credit Agreement, ; (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, any security held by the Collateral Agent or any other Loan Secured Party for the Loan Obligations, Secured Obligations or any of them; (iv) any default, failure or delay, willful or otherwise, in the performance of the Loan Secured Obligations, ; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the occurrence payment and satisfaction in full in cash of all Secured Obligations (other than Unliquidated Obligations), together with the termination of the Termination DateCommitments and the cash collateralization of all Unliquidated Obligations in a manner satisfactory to the Agent). Each Guarantor expressly authorizes the Collateral Agent, in accordance with the Credit Agreement and applicable law, Agent to take and hold security for the payment and performance of the Loan Secured Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Loan Secured Obligations, all without affecting the obligations of any Guarantor hereunder. (b) To the fullest extent permitted by applicable law, each Guarantor waives any defense (other than payment or performance of the Loan Obligations (other than contingent obligations), in full) based on or arising out of any defense of the Borrower or any other Grantor Loan Party or the unenforceability of the Loan Secured Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other Grantor, Loan Party (other than the occurrence payment and satisfaction in full in cash of all Secured Obligations (other than Unliquidated Obligations), together with the termination of the Termination DateCommitments and the cash collateralization of all Unliquidated Obligations in a manner satisfactory to the Agent). The Collateral Agent and the other Loan Secured Parties may, in accordance with the Credit Agreement and applicable law, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Loan Secured Obligations, make any other accommodation with the Borrower or any other Grantor Loan Party or exercise any other right or remedy available to them against the Borrower or any other GrantorLoan Party, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Termination Date has occurredSecured Obligations (other than Unliquidated Obligations) have been fully paid and satisfied in full in cash, the Commitments have been terminated and the Unliquidated Obligations have been cash collateralized in a manner satisfactory to the Agent. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Borrower or any other GrantorLoan Party, as the case may be, or any security.

No Limitations, Etc. (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 7.146.15, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, 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 Loan Obligations or otherwise, other than the defense of payment of such obligations in accordance with the terms thereof. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Administrative Agent or any other Loan Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Loan Document or otherwise, ; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document (other than pursuant to the terms of a waiver, amendment, modification or release of this Agreement in accordance with the terms hereof) or any other agreement, including with respect to the release of any other Guarantor under this Agreement and so long as any such amendment, modification or waiver of any Loan Document is made in accordance with Section 9.08 of the Credit Agreement, ; (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, any security held by the Collateral Administrative Agent or any other Loan Secured Party for the Loan Obligations, Obligations or any of them; (iv) any default, failure or delay, willful wilful or otherwise, in the performance of the Loan Obligations, ; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the occurrence payment in full in cash of all the Termination DateObligations). Each Guarantor expressly authorizes the Collateral Agent, in accordance with the Credit Agreement and applicable law, Secured Parties to take and hold security for the payment and performance of the Loan Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its their sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Loan Obligations, all without affecting the obligations of any Guarantor (in its capacity as such) hereunder. (b) To the fullest extent permitted by applicable law, each Guarantor waives any defense (other than payment or performance of the Loan Obligations (other than contingent obligations), in full) based on or arising out of any defense of the Borrower or any other Grantor Loan Party or the unenforceability of the Loan Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other GrantorLoan Party, other than the occurrence payment in full in cash of all the Termination DateObligations. The Collateral Administrative Agent and the other Loan Secured Parties may, in accordance with the Credit Agreement and applicable law, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Loan Obligations, make any other accommodation with the Borrower or any other Grantor Loan Party or exercise any other right or remedy available to them against the Borrower or any other GrantorLoan Party, without affecting or impairing in any way the liability of any Guarantor (in its capacity as such) hereunder except to the extent the Termination Date has occurredObligations have been paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor (in its capacity as such) waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Borrower or any other GrantorLoan Party, as the case may be, or any security.

No Limitations, Etc. (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 7.147.15, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, 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 Loan Secured Obligations or otherwiseotherwise (other than the payment and satisfaction in full in cash of all Secured Obligations (other than Unliquidated Obligations), together with the termination of the Commitments and the cash collateralization of all Unliquidated Obligations in a manner satisfactory to the Agent). Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Agent or any other Loan Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Loan Document or otherwise, ; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, of any Loan Document (other than pursuant to the terms of a waiver, amendment, modification or release of this Agreement in accordance with the terms hereof) or any other agreement, including with respect to the release of any other Guarantor under this Agreement and so long as any such amendment, modification or waiver of any Loan Document is made in accordance with Section 9.08 of the Credit Agreement, ; (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, any security held by the Collateral Agent or any other Loan Secured Party for the Loan Obligations, Secured Obligations or any of them; (iv) any default, failure or delay, willful or otherwise, in the performance of the Loan Secured Obligations, ; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the occurrence payment and satisfaction in full in cash of all Secured Obligations (other than Unliquidated Obligations), together with the termination of the Termination DateCommitments and the cash collateralization of all Unliquidated Obligations in a manner satisfactory to the Agent). Each Guarantor expressly authorizes the Collateral Agent, in accordance with the Credit Agreement and applicable law, Agent to take and hold security for the payment and performance of the Loan Secured Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Loan Secured Obligations, all without affecting the obligations of any Guarantor hereunder. (b) To the fullest extent permitted by applicable law, each Guarantor waives any defense (other than payment or performance of the Loan Obligations (other than contingent obligations), in full) based on or arising out of any defense of the Borrower or any other Grantor or the unenforceability of the Loan Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other Grantor, other than the occurrence of the Termination Date. The Collateral Agent and the other Loan Secured Parties may, in accordance with the Credit Agreement and applicable law, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Loan Obligations, make any other accommodation with the Borrower or any other Grantor or exercise any other right or remedy available to them against the Borrower or any other Grantor, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Termination Date has occurred. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Borrower or any other Grantor, as the case may be, or any security.

No Limitations, Etc. (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided for in Section 7.147.15 and except as provided in Section 2.07, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, 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 Loan Obligations or otherwiseotherwise (other than defense of payment or performance in full). Without limiting the generality of the foregoing, except for termination or release of a Guarantor’s obligations hereunder in accordance with the terms of Section 7.15 hereof the obligations of each Guarantor hereunder hereunder, to the 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 Collateral Administrative Agent or any other Loan Secured Party to assert any claim or demand or to exercise or enforce any right or remedy under the provisions of any Loan Document or otherwise, ; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document (other than pursuant to the terms of a waiver, amendment, modification or release of this Agreement in accordance with the terms hereof) or any other agreement, including with respect to the release of any other Guarantor under this Agreement and so long as any such amendment, modification or waiver of any Loan Document is made in accordance with Section 9.08 of the Credit Agreement, ; (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, or the release of, any security of the Collateral held by or on behalf of the Collateral Administrative Agent or any other Loan Secured Party for the Loan Obligations, ; (iv) any default, failure or delay, willful or otherwise, in the performance of the Loan Obligations, or ; (v) any illegality, lack of validity or enforceability of any Obligation; (vi) any change in the corporate existence, structure or ownership of any Loan Party, or any insolvency, bankruptcy or reorganization of any Loan Party; (vii) the existence of any claim, set-off or other rights that the Guarantors may have at any time against the Borrower, the Administrative Agent, any other Secured Party or any other person, whether in connection herewith, the other Loan Documents or any unrelated transactions; provided that nothing herein will prevent the assertion of any such claim by separate suit or compulsory counterclaim; (viii) any action permitted or authorized hereunder; or (ix) any other circumstance (including any statute of limitations) or any act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a defense to, or a legal or equitable discharge of of, the Borrower or any Guarantor as a matter of law or equity any other guarantor or surety (other than the occurrence payment in full in cash or immediately available funds of the Termination DateObligations). Each Guarantor expressly authorizes the Collateral Agent, in accordance with the Credit Agreement and applicable law, Secured Parties to take and hold security for the payment and performance of the Loan Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its their sole discretion or to release release, substitute or substitute add any one or more other guarantors or obligors upon or in respect of the Loan Obligations, all without affecting the obligations of any Guarantor hereunder. (b) To the fullest extent permitted by applicable lawlaw and except for termination or release of a Guarantor’s obligations hereunder in accordance with the terms of Section 7.15 hereof, each Guarantor waives any defense (other than payment or performance of the Loan Obligations (other than contingent obligations), in full) based on or arising out of any defense of the Borrower or any other Grantor Loan Party or the unenforceability of the Loan Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other GrantorLoan Party, other than, after the payment in full in cash of immediately available funds of all the Obligations (other than the occurrence Obligations in respect of the Termination DateSpecified Hedge Agreements, Cash Management Obligations and contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted). The Collateral Administrative Agent and the other Loan Secured Parties may, in accordance with the Credit Agreement and applicable law, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Loan Obligations, make any other accommodation with the Borrower or any other Grantor or may exercise any other right or remedy available to them against the Borrower or any other GrantorLoan Party pursuant to this Agreement or the other Loan Documents, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Termination Date that after giving effect thereto all Obligations have been terminated and paid in full (other than contingent indemnity or expense reimbursement obligations that are not yet due and payable and for which no claim has occurredbeen made). To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Borrower or any other GrantorLoan Party, as the case may be, or any security.

No Limitations, Etc. (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 7.147.15, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, impairment of or failure to perfect, surrender, alteration or compromise, and shall not be subject to any defense (other than a defense of payment or performance) or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Loan Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Agent or any other Loan Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Loan Document or otherwise, (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document (other than pursuant to the terms of a waiver, amendment, modification or release of this Agreement in accordance with the terms hereof) or any other agreement, including with respect to the release of any other Guarantor under this Agreement and so long (other than the termination of a Guarantor’s obligations hereunder as any such amendment, modification or waiver of any Loan Document is made expressly provided in accordance with Section 9.08 of the Credit Agreement7.15), (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, any security held by the Collateral Agent or any other Loan Secured Party for the Obligations or any of them (other than the termination of a Guarantor’s obligations hereunder as expressly provided in Section 7.15 or a release of any such security pursuant to the Loan ObligationsDocuments), (iv) any default, failure or delay, willful or otherwise, in the performance of the Loan Obligations, or (v) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the occurrence Discharge of the Termination DateObligations). Each Guarantor expressly authorizes the Collateral Agent, in accordance with the Credit Agreement and applicable law, Agent to take and hold security for the payment and performance of the Loan Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and and, subject to the terms hereof, direct the order and manner of any sale thereof in its sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Loan Obligations, all without affecting the obligations of any Guarantor hereunder. (b) To the fullest extent permitted by applicable law, each Guarantor waives any defense (other than payment or performance of the Loan Obligations (other than contingent obligations), in full) based on or arising out of any defense of the Borrower or any other Grantor Loan Party or the unenforceability of the Loan Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other GrantorLoan Party, other than the occurrence Discharge of the Termination DateObligations. The Collateral Agent and the other Loan Secured Parties may, in accordance with the Credit Agreement and applicable law, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Loan Obligations, make any other accommodation with the Borrower or any other Grantor Loan Party or exercise any other right or remedy available to them against the Borrower or any other GrantorLoan Party, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent that the Termination Date Discharge of the Obligations has occurred. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Borrower or any other GrantorLoan Party, as the case may be, or any security.

No Limitations, Etc. (a) Except for termination of a Guarantor’s Parent's obligations hereunder as expressly provided for in Section 7.146.15, the obligations of each Guarantor Parent hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, 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 Loan Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor Parent hereunder shall not be discharged or impaired or otherwise affected by by: (i) the failure of the Collateral any Agent or any other Loan Secured Party Guaranteed Creditor to assert any claim or demand or to exercise or enforce any right or remedy under the provisions of any Loan Document or otherwise, ; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document (other than pursuant to the terms of a waiver, amendment, modification or release of this Agreement in accordance with the terms hereof) or any other agreement, including with respect to the release of any other Guarantor under this Agreement and so long as any such amendment, modification or waiver of any Loan Document is made in accordance with Section 9.08 of the Credit Agreement, ; (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, or the exchange, substitution, release or any impairment of, any security held by the Collateral Agent or any other Loan Secured Party Guaranteed Creditor for the Loan Guaranteed Obligations, ; (iv) any default, failure or delay, willful or otherwise, in the performance of the Loan Obligations, or ; (v) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor Parent or otherwise operate as a discharge of any Guarantor Parent as a matter of law or equity (other than the occurrence indefeasible payment in full in cash of all the Termination DateGuaranteed Obligations). Each Guarantor expressly authorizes ; (vi) any illegality, lack of validity or enforceability of any Guaranteed Obligation; (vii) any change in the corporate existence, structure or ownership of any Loan Party, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Party or its assets or any resulting release or discharge of any Guaranteed Obligation; (viii) the existence of any claim, set-off or other rights that Parent may have at any time against any Loan Party, any Agent, or any other corporation or 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 law, regulation, decree or order of any jurisdiction, or any other event, affecting any term of any Guaranteed Obligation or the Collateral Agent's rights with respect thereto, including, without limitation: (A) the application of any such law, regulation, decree or order, including any prior approval, which would prevent the exchange of a foreign currency for Dollars or such other currency in which any of the Guaranteed Obligations are due, or the remittance of funds outside of such jurisdiction or the unavailability of Dollars or such other currency in any legal exchange market in such jurisdiction in accordance with normal commercial practice; or (B) a declaration of banking moratorium or any suspension of payments by banks in such jurisdiction or the Credit Agreement and applicable lawimposition by such jurisdiction or any governmental authority thereof of any moratorium on, the required rescheduling or restructuring of, or required approval of payments on, any indebtedness in such jurisdiction; or (C) any expropriation, confiscation, nationalization or requisition by such country or any governmental authority that directly or indirectly deprives any Borrower of any assets or their use, or of the ability to operate its business or a material part thereof; or (D) any war (whether or not declared), insurrection, revolution, hostile act, civil strife or similar events occurring in such jurisdiction which has the same effect as the events described in clause (A), (B) or (C) above (in each of the cases contemplated in clauses (A) through (D) above, to the extent occurring or existing on or at any time after the date of this Agreement); and (x) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Collateral Agent that might otherwise constitute a defense to, or a legal or equitable discharge of, any Loan Party or Parent or any other guarantor or surety. Parent expressly authorizes any Guaranteed Creditor to take and hold security for the payment and performance of the Loan Guaranteed Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its their sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Loan Guaranteed Obligations, all without affecting the obligations of Parent hereunder. Without limiting the generality of the foregoing, with respect to any Guarantor hereunderGuaranteed Obligations that, in accordance with the express terms of any agreement pursuant to which such Guaranteed Obligations were created, were denominated in Dollars or any currency other than the currency of the jurisdiction where a Specified Borrower is principally located, Parent guarantees that it shall pay the Collateral Agent strictly in accordance with the express terms of such agreement, including in the amounts and in the currency expressly agreed to thereunder, irrespective of and without giving effect to any laws of the jurisdiction where a Specified Borrower is principally located in effect from time to time, or any order, decree or regulation in the jurisdiction where a Borrower is principally located. (b) To the fullest extent permitted by applicable law, each Guarantor Parent waives any defense (other than payment or performance of the Loan Obligations (other than contingent obligations), in full) based on or arising out of any defense of the any Specified Borrower or any other Grantor Loan Party or the unenforceability of the Loan Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the any Specified Borrower or any other GrantorLoan Party, other than the occurrence indefeasible payment in full in cash of all the Termination DateGuaranteed Obligations. The Collateral Agent and the other Loan Secured Parties Guaranteed Creditors may, in accordance with the Credit Agreement and applicable law, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Loan Guaranteed Obligations, make any other accommodation with the any Specified Borrower or any other Grantor or exercise any other right or remedy available to them against the Borrower or any other GrantorSpecified Borrower, without affecting or impairing in any way the liability of any Guarantor Parent hereunder except to the extent the Termination Date has occurredGuaranteed Obligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor Parent waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor Parent against the Borrower or any other GrantorSpecified Borrower, as the case may be, or any security.

No Limitations, Etc. (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided for in Section 7.147.15, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, 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 Loan Obligations or otherwiseotherwise (other than defense of payment or performance). Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder hereunder, to the fullest extent permitted by applicable law, shall not be discharged or impaired or otherwise affected by by: (i) the failure of the Collateral Administrative Agent or any other Loan Secured Party to assert any claim or demand or to exercise or enforce any right or remedy under the provisions of any Loan Document or otherwise, ; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document (other than pursuant to the terms of a waiver, amendment, modification or release of this Agreement in accordance with the terms hereof) or any other agreement, including with respect to the release of any other Guarantor under this Agreement and so long as any such amendment, modification or waiver of any Loan Document is made in accordance with Section 9.08 of the Credit Agreement, ; (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, or the exchange, substitution, release or any impairment of, any security held by the Collateral Administrative Agent or any other Loan Secured Party for the Loan Obligations, ; (iv) any default, failure or delay, willful or otherwise, in the performance of the Loan Obligations, or ; (v) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the occurrence payment in full in cash or immediately available funds of all the Obligations), (vi) any illegality, lack of validity or enforceability of any Obligation, (vii) any change in the corporate existence, structure or ownership of the Termination Date)Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or its assets or any resulting release or discharge of any Obligation, (viii) the existence of any claim, set-off or other rights that the Guarantor may have at any time against the Borrower, the Administrative Agent, or any other corporation or 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, or (ix) any other circumstance (including without limitation, any statute of limitations) or any existence of or reliance on any representation by the Administrative Agent that might otherwise constitute a defense to, or a legal or equitable discharge of, the Borrower or the Guarantor or any other guarantor or surety. Each Guarantor expressly authorizes the Collateral Agent, in accordance with the Credit Agreement and applicable law, Secured Parties to take and hold security for the payment and performance of the Loan Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its their sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Loan Obligations, all without affecting the obligations of any Guarantor hereunder. (b) To the fullest extent permitted by applicable law, each Guarantor waives any defense (other than payment or performance of the Loan Obligations (other than contingent obligations), in full) based on or arising out of any defense of the Borrower or any other Grantor Loan Party or the unenforceability of the Loan Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other GrantorLoan Party, other than the occurrence payment in full in cash or immediately available funds of all the Termination DateObligations (other than contingent or unliquidated obligations or liabilities). The Collateral Administrative Agent and the other Loan Secured Parties may, in accordance with the Credit Agreement and applicable law, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Loan Obligations, make any other accommodation with the Borrower or any other Grantor Loan Party or exercise any other right or remedy available to them against the Borrower or any other GrantorLoan Party, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Termination Date has occurredObligations (other than contingent or unliquidated obligations or liabilities) have been paid in full in cash or immediately available funds. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Borrower or any other GrantorLoan Party, as the case may be, or any security.

No Limitations, Etc. (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 7.143.13, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, 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 Loan Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Agent or any other Loan Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Loan Document or otherwise, (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document (other than pursuant to the terms of a waiver, amendment, modification or release of this Agreement in accordance with the terms hereof) or any other agreement, including with respect to the release of any other Guarantor under this Agreement and so long as any such amendment, modification or waiver of any Loan Document is made in accordance with Section 9.08 of the Credit AgreementGuaranty, (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, any security held by the Collateral Agent or any other Loan Secured Party for the Loan ObligationsObligations or any of them, (iv) any default, failure or delay, willful wilful or otherwise, in the performance of the Loan Obligations, or (v) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the occurrence indefeasible payment in full in cash of all the Termination DateObligations). Each Guarantor expressly authorizes the Collateral Agent, in accordance with the Credit Agreement and applicable law, Agent to take and hold security for the payment and performance of the Loan Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Loan Obligations, all without affecting the obligations of any Guarantor hereunder. (b) To the fullest extent permitted by applicable law, each Guarantor waives any defense (other than payment or performance of the Loan Obligations (other than contingent obligations), in full) based on or arising out of any defense of the any Borrower or any other Grantor Loan Party or the unenforceability of the Loan Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the any Borrower or any other GrantorLoan Party, other than the occurrence indefeasible payment in full in cash of all the Termination DateObligations. The Collateral Agent and the other Loan Secured Parties may, in accordance with the Credit Agreement and applicable law, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Loan Obligations, make any other accommodation with the any Borrower or any other Grantor Loan Party or exercise any other right or remedy available to them against the any Borrower or any other GrantorLoan Party, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Termination Date has occurredObligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the any Borrower or any other GrantorLoan Party, as the case may be, or any security.

No Limitations, Etc. (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 7.147.15, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, 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 Loan Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Agent or any other Loan Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Loan Credit Document or otherwise, ; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Credit Document (other than pursuant to the terms of a waiver, amendment, modification or release of this Agreement in accordance with the terms hereof) or any other agreement, including with respect to the release of any other Guarantor under this Agreement and so long as any such amendment, modification or waiver of any Loan Document is made in accordance with Section 9.08 of the Credit Agreement, ; (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, any security held by the Collateral Agent or any other Loan Secured Party for the Loan Obligations, Obligations or any of them; (iv) any default, failure or delay, willful wilful or otherwise, in the performance of the Loan Obligations, ; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the occurrence indefeasible payment in full in cash of all the Termination DateObligations). Each Guarantor expressly authorizes The taking and holding of security to the Collateral Agent, in accordance with extent permitted by the Credit Agreement and applicable law, to take and hold security for the payment and performance of this Agreement and the Loan other Obligations, to the exchange, waive waiver or release of any or all such security (with or without consideration), to enforce the enforcement or apply application of such security and direct direction of the order and manner of any sale thereof in its their sole discretion or to the release or substitute substitution of any one or more other guarantors or obligors upon or in respect of the Loan Obligations, all without affecting Obligations will not affect the obligations of any Guarantor hereunder. (b) To the fullest extent permitted by applicable law, each Guarantor waives any defense (other than payment or performance of the Loan Obligations (other than contingent obligations), in full) based on or arising out of any defense of the any Borrower or any other Grantor Credit Party or the unenforceability of the Loan Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the any Borrower or any other GrantorCredit Party, other than the occurrence indefeasible payment in full in cash of all the Termination DateObligations. The Collateral Agent and the other Loan Secured Parties may, in accordance with the Credit Agreement and applicable law, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Loan Obligations, make any other accommodation with the any Borrower or any other Grantor Credit Party or exercise any other right or remedy available to them against the any Borrower or any other GrantorCredit Party, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Termination Date has occurredObligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the any Borrower or any other GrantorCredit Party, as the case may be, or any security.

No Limitations, Etc. (a) (a) Except for termination or release of a Guarantor’s Holdings’ obligations hereunder as expressly provided for in Section 7.14paragraph 27 and subject to paragraphs 2, 3 and 4, the obligations of each Guarantor Holdings hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, 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 Loan Holdco Guaranteed Obligations or otherwiseotherwise (other than defense of payment or performance). Without limiting the generality of the foregoing, subject to paragraphs 2, 3 and 4, the obligations of each Guarantor Holdings hereunder shall not be discharged or impaired or otherwise affected by by: (i) the failure of the Collateral Agent or any other Loan Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Loan Document or otherwise, (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document (other than pursuant to the terms of a waiver, amendment, modification or release of this Agreement in accordance with the terms hereof) or any other agreement, including with respect to the release of any other Guarantor under this Agreement and so long as any such amendment, modification or waiver of any Loan Document is made in accordance with Section 9.08 of the Credit Agreement, ; (iiiii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, or the exchange, substitution, release or any impairment of, any security held by the Collateral Agent or any other Loan Secured Party for the Loan Holdco Guaranteed Obligations, ; (iviii) any default, failure or delay, willful or otherwise, in the performance of the Loan Holdco Guaranteed Obligations, or ; (viv) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor Holdings or otherwise operate as a discharge of any Guarantor Holdings as a matter of law or equity (other than the occurrence payment in full in cash of all the Holdco Guaranteed Obligations); (v) any illegality, lack of validity or enforceability of any Holdco Guaranteed Obligation; (vi) any change in the corporate existence, structure or ownership of the Termination DateBorrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or its assets or any resulting release or discharge of any Holdco Guaranteed Obligation (other than the payment in full in cash of all the Holdco Guaranteed Obligations); (vii) the existence of any claim, set-off or other rights that Holdings may have at any time against the Borrower, the Agent, or any other corporation or 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; and (viii) any other circumstance (including without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent that might otherwise constitute a defense to, or a legal or equitable discharge of, the Borrower or Holdings or any other guarantor or surety. Each Guarantor Subject to paragraphs 2, 3 and 4, Holdings expressly authorizes the Collateral Agent, in accordance with Credit Agreement Holdco Secured Parties (or the Agent on behalf of the Credit Agreement and applicable law, Holdco Secured Parties) to take and hold security for the payment and performance of the Loan Holdco Guaranteed Secured Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its their sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Loan Holdco Guaranteed Secured Obligations, all without affecting the obligations of any Guarantor Holdings hereunder. (b) To the fullest extent permitted by applicable law, each Guarantor subject to paragraphs 2, 3 and 4, Holdings waives any defense (other than payment or performance of the Loan Obligations (other than contingent obligations), in full) based on or arising out of any defense of the Borrower or any other Grantor Loan Party or the unenforceability of the Loan Holdco Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other GrantorLoan Party, other than the occurrence payment in full in cash or immediately available funds of all the Termination DateHoldco Guaranteed Obligations (other than contingent or unliquidated obligations or liabilities). The Collateral Subject to paragraphs 2, 3 and 4, the Agent and the other Loan Secured Parties may, in accordance with the Credit Agreement and applicable law, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Loan Holdco Guaranteed Obligations, make any other accommodation with the Borrower or any other Grantor Loan Party or exercise any other right or remedy available to them against the Borrower or any other GrantorLoan Party, without affecting or impairing in any way the liability of any Guarantor Holdings hereunder except to the extent the Termination Date has occurredHoldco Guaranteed Obligations (other than contingent or unliquidated obligations or liabilities) have been paid in full in cash or immediately available funds. To the fullest extent permitted by applicable law, each Guarantor subject to paragraphs 2, 3 and 4, Holdings waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor Holdings against the Borrower or any other GrantorLoan Party, as the case may be, or any security.

No Limitations, Etc. (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided for in Section 7.14, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, 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 Loan Obligations or otherwiseotherwise (other than defense of payment or performance). Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder hereunder, to the 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 Collateral Agent or any other Loan Secured Party to assert any claim or demand or to exercise or enforce any right or remedy under the provisions of any Loan Document or otherwise, ; (ii) any rescission, waiver, amendment or modification of, increase in the Obligations with respect to, or any release from any of the terms or provisions of, any Loan Document (other than pursuant to the terms of a waiver, amendment, modification or release of this Agreement in accordance with the terms hereof) or any other agreement, including with respect to the release of any other Guarantor under this Agreement and so long as any such amendment, modification or waiver of any Loan Document is made in accordance with Section 9.08 of the Credit Agreement, ; (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, or the exchange, substitution, release or any impairment of, any security held by the Collateral Agent or any other Loan Secured Party for the Loan Obligations, ; (iv) any default, failure or delay, willful or otherwise, in the performance of the Loan Obligations, or ; (v) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the occurrence payment in full in cash or immediately available funds of all the Termination DateObligations), (vi) any illegality, lack of validity or enforceability of any Obligation, (vii) any change in the corporate existence, structure or ownership of any Loan Party, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Party or its assets or any resulting release or discharge of any Obligation, (viii) the existence of any claim, set-off or other rights that the Guarantor may have at any time against the Company, the Collateral Agent, any Secured Party, or any other corporation or 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 without limitation, any statute of limitations) or any existence of or reliance on any representation by the Collateral Agent or any other Secured Party that might otherwise constitute a defense to, or a legal or equitable discharge of, the Company or any Guarantor or any other guarantor or surety. Each Guarantor expressly authorizes the Collateral Agent, in accordance with the Credit Agreement and applicable law, Secured Parties to take and hold security for the payment and performance of the Loan Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its their sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Loan Obligations, all without affecting the obligations of any Guarantor hereunder. (b) To the fullest extent permitted by applicable law, each Guarantor waives any defense (other than payment or performance of the Loan Obligations (other than contingent obligations), in full) based on or arising out of any defense of the Borrower or any other Grantor Loan Party or the unenforceability of the Loan Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other GrantorLoan Party, other than the occurrence payment in full in cash or immediately available funds of all the Termination DateObligations (other than contingent or unliquidated obligations or liabilities). The Collateral Agent and the other Loan Secured Parties may, in accordance with the Credit Agreement and applicable law, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Loan Obligations, make any other accommodation with the Borrower or any other Grantor Loan Party or exercise any other right or remedy available to them against the Borrower or any other GrantorLoan Party, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Termination Date has occurredObligations (other than contingent or unliquidated obligations or liabilities) have been paid in full in cash or immediately available funds. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Borrower or any other GrantorLoan Party, as the case may be, or any security.

No Limitations, Etc. (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided for in Section 7.147.15 and except as provided in Section 2.07, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, 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 Loan Obligations or otherwiseotherwise (other than defense of payment or performance). Without limiting the generality of the foregoing, except for termination or release of a Guarantor’s obligations hereunder in accordance with the terms of Section 7.15 hereof the obligations of each Guarantor hereunder hereunder, to the 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 Collateral Administrative Agent or any other Loan Secured Party to assert any claim or demand or to exercise or enforce any right or remedy under the provisions of any Loan Document or otherwise, ; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document (other than pursuant to the terms of a waiver, amendment, modification or release of this Agreement in accordance with the terms hereof) or any other agreement, including with respect to the release of any other Guarantor under this Agreement and so long as any such amendment, modification or waiver of any Loan Document is made in accordance with Section 9.08 of the Credit Agreement, ; (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, or the release of, any security of the Collateral held by or on behalf of the Collateral Administrative Agent or any other Loan Secured Party for the Loan Obligations, ; (iv) any default, failure or delay, willful or otherwise, in the performance of the Loan Obligations, or ; (v) any illegality, lack of validity or enforceability of any Obligation; (vi) any change in the corporate existence, structure or ownership of any Loan Party, or any insolvency, bankruptcy or reorganization of any Loan Party; (vii) the existence of any claim, set-off or other rights that the Guarantors may have at any time against the Borrower, the Administrative Agent, any other Secured Party or any other person, whether in connection herewith, the other Loan Documents or any unrelated transactions; provided that nothing herein will prevent the assertion of any such claim by separate suit or compulsory counterclaim; (viii) any action permitted or authorized hereunder; or (ix) any other circumstance (including any statute of limitations) or any act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a defense to, or a legal or equitable discharge of of, the Borrower or any Guarantor as a matter of law or equity any other guarantor or surety (other than the occurrence payment in full in cash or immediately available funds of the Termination DateObligations). Each Guarantor expressly authorizes the Collateral Agent, in accordance with the Credit Agreement and applicable law, Secured Parties to take and hold security for the payment and performance of the Loan Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its their sole discretion or to release release, substitute or substitute add any one or more other guarantors or obligors upon or in respect of the Loan Obligations, all without affecting the obligations of any Guarantor hereunder. (b) To the fullest extent permitted by applicable lawlaw and except for termination or release of a Guarantor’s obligations hereunder in accordance with the terms of Section 7.15 hereof, each Guarantor waives any defense (other than payment or performance of the Loan Obligations (other than contingent obligations), in full) based on or arising out of any defense of the Borrower or any other Grantor Loan Party or the unenforceability of the Loan Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other GrantorLoan Party, other than, after the payment in full in cash or immediately available funds of all the Obligations (other than the occurrence of the Termination Datecontingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted). The Collateral Administrative Agent and the other Loan Secured Parties may, in accordance with the Credit Agreement and applicable law, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Loan Obligations, make any other accommodation with the Borrower or any other Grantor or may exercise any other right or remedy available to them against the Borrower or any other GrantorLoan Party pursuant to this Agreement or the other Loan Documents, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Termination Date that after giving effect thereto all Obligations have been terminated and paid in full (other than contingent indemnity or expense reimbursement obligations that are not yet due and payable and for which no claim has occurredbeen made). To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Borrower or any other GrantorLoan Party, as the case may be, or any security.

No Limitations, Etc. (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 7.14, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, 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 Loan Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the First-Lien Collateral Agent or any other Loan Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Loan Document or otherwise, (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document (other than pursuant to the terms of a waiver, amendment, modification or release of this Agreement in accordance with the terms hereof) or any other agreement, including with respect to the release of any other Guarantor under this Agreement and so long as any such amendment, modification or waiver of any Loan Document is made in accordance with Section 9.08 of the Credit Agreement, (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, any security held by the First-Lien Collateral Agent or any other Loan Secured Party for the Loan ObligationsObligations or any of them, (iv) any default, failure or delay, willful or otherwise, in the performance of the Loan Obligations, or (v) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the occurrence of the Termination Date). Each Guarantor expressly authorizes the First-Lien Collateral Agent, in accordance with the Credit Agreement and applicable law, to take and hold security for the payment and performance of the Loan Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Loan Obligations, all without affecting the obligations of any Guarantor hereunder. (b) To the fullest extent permitted by applicable law, each Guarantor waives any defense (other than payment or performance of the Loan Obligations (other than contingent obligations), in full) based on or arising out of any defense of the either Borrower or any other Grantor Loan Party or the unenforceability of the Loan Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower Borrowers or any other GrantorLoan Party, other than the occurrence of the Termination Date. The First-Lien Collateral Agent and the other Loan Secured Parties may, in accordance with the Credit Agreement and applicable law, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Loan Obligations, make any other accommodation with the either Borrower or any other Grantor Loan Party or exercise any other right or remedy available to them against the either Borrower or any other GrantorLoan Party, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Termination Date has occurred. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the either Borrower or any other GrantorLoan Party, as the case may be, or any security.

No Limitations, Etc. (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided for in Section 7.147.12, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, 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 Loan Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by by: (i) the failure of the Administrative Agent, the Collateral Agent or any other Loan Secured Party to assert any claim or demand or to exercise or enforce any right or remedy under the provisions of any Loan Document or otherwise, ; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document (other than pursuant to the terms of a waiver, amendment, modification or release of this Agreement in accordance with the terms hereof) or any other agreement, including with respect to the release of any other Guarantor under this Agreement and so long as any such amendment, modification or waiver of any Loan Document is made in accordance with Section 9.08 of the Credit Agreement, ; (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, or the exchange, substitution, release or any impairment of, any security held by the Collateral Agent or any other Loan Secured Party for the Loan Obligations, ; (iv) any default, failure or delay, willful or otherwise, in the performance of the Loan Obligations, or ; (v) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the occurrence indefeasible payment in full in cash of all the Obligations), (vi) any illegality, lack of validity or enforceability of any Obligation, (vii) any change in the corporate existence, structure or ownership of the Termination Date)Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or its assets or any resulting release or discharge of any Obligation, (viii) the existence of any claim, set-off or other rights that the Guarantor may have at any time against the Borrower, the Collateral Agent, or any other corporation or 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) and any other circumstance (including without limitation, any statute of limitations) or any existence of or reliance on any representation by the Collateral Agent that might otherwise constitute a defense to, or a legal or equitable discharge of, the Borrower or the Guarantor or any other guarantor or surety. Each Guarantor expressly authorizes the Collateral Agent, in accordance with the Credit Agreement and applicable law, Secured Parties to take and hold security for the payment and performance of the Loan Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its their sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Loan Obligations, all without affecting the obligations of any Guarantor hereunder. (b) To the fullest extent permitted by applicable law, each Guarantor waives any defense (other than payment or performance of the Loan Obligations (other than contingent obligations), in full) based on or arising out of any defense of the Borrower or any other Grantor Loan Party or the unenforceability of the Loan Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other GrantorLoan Party, other than the occurrence indefeasible payment in full in cash of all the Termination DateObligations. The Collateral Agent and the other Loan Secured Parties may, in accordance with the Credit Agreement and applicable law, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Loan Obligations, make any other accommodation with the Borrower or any other Grantor Loan Party or exercise any other right or remedy available to them against the Borrower or any other GrantorLoan Party, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Termination Date has occurredObligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Borrower or any other GrantorLoan Party, as the case may be, or any security.

No Limitations, Etc. (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 7.14hereunder, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, 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 Loan Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Administrative Agent or any other Loan Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Loan Document or otherwise, (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document (other than pursuant to the terms of a waiver, amendment, modification or release of this Agreement in accordance with the its terms hereof) or any other agreement, including with respect to the release of any other Guarantor under this Agreement and so long as any such amendment, modification or waiver of any Loan Document is made in accordance with Section 9.08 of the Credit Agreement, (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, any security held by the Collateral Administrative Agent or any other Loan Secured Party for the Loan ObligationsObligations or any of them, (iv) any default, failure or delay, willful or otherwise, in the performance of the Loan Obligations, or (v) any illegality, lack of validity or enforceability of any Obligation, (vi) any change in the corporate existence, structure or ownership of any Loan Party, or any insolvency, bankruptcy or reorganization of any Loan Party (other than any insolvency, bankruptcy or reorganization of such Guarantor), (vii) the existence of any claim, set-off or other rights that such Guarantor may have at any time against the Borrower, the Administrative Agent, any other Secured Party or any other person, whether in connection herewith, the other Loan Documents or any unrelated transactions or (viii) any other circumstances or any act or omission that may or might in any manner or to any extent vary the risk of any such Guarantor or otherwise operate as a defense to or discharge of any such Guarantor as a matter of law or equity (other than the occurrence payment in full of all the Obligations (or release of such Guarantor in accordance with the terms of the Termination DateLoan Documents). Each Guarantor expressly authorizes the Collateral Agent, in accordance with the Credit Agreement and applicable law, Administrative Agent to take and hold security for the payment and performance of the Loan Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Loan Obligations, all without affecting the obligations of any Guarantor hereunder. (b) To the fullest extent permitted by applicable law, each Guarantor waives any defense (other than payment or performance of the Loan Obligations (other than contingent obligations), in full) based on or arising out of any defense of the Borrower or any other Grantor Loan Party or the unenforceability of the Loan Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other GrantorLoan Party, other than the occurrence Discharge of the Termination Date. The Collateral Agent and the other Loan Secured Parties may, Obligations or a release of guarantee in accordance with the Credit Agreement Section 4.14 hereof and applicable law, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Loan Obligations, make any other accommodation with the Borrower or any other Grantor or exercise any other right or remedy available to them against the Borrower or any other Grantor, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Termination Date has occurred. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Borrower or any other Grantor, as the case may be, or any security.Section 9.15

No Limitations, Etc. (a) Except for termination or release of a Guarantor’s Holdings’ obligations hereunder as expressly provided for in Section 7.14paragraph 27 and subject to paragraph 3, the obligations of each Guarantor Holdings hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, 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 Loan Holdco Guaranteed Obligations, the Holdco Guaranteed Secured Obligations or otherwiseotherwise (other than defense of payment or performance upon the payment in full of all Holdco Guaranteed Obligations and the Holdco Guaranteed Secured Obligations). Without limiting the generality of the foregoing, subject to paragraph 3, the obligations of each Guarantor Holdings hereunder shall not be discharged or impaired or otherwise affected by by: (i) the failure of the Collateral Agent or any other Loan Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Loan Document or otherwise, (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document (other than pursuant to the terms of a waiver, amendment, modification or release of this Agreement in accordance with the terms hereof) or any other agreement, including with respect to the release of any other Guarantor under this Agreement and so long as any such amendment, modification or waiver of any Loan Document is made in accordance with Section 9.08 of the Credit Agreement, ; (iiiii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, or the exchange, substitution, release or any impairment of, any security held by the Collateral Agent Trustee or any other Loan Secured Party for the Loan Holdco Guaranteed Obligations or the Holdco Guaranteed Secured Obligations, ; (iviii) any default, failure or delay, willful or otherwise, in the performance of the Loan Holdco Guaranteed Obligations or the Holdco Guaranteed Secured Obligations, or ; (viv) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor Holdings or otherwise operate as a discharge of any Guarantor Holdings as a matter of law or equity (other than the occurrence payment in full in cash of all the Holdco Guaranteed Obligations and the Holdco Guaranteed Secured Obligations ); (v) any illegality, lack of validity or lack of enforceability of any Holdco Guaranteed Obligation or any of the Termination DateHoldco Guaranteed Secured Obligations; (vi) any change in the corporate existence, structure or ownership of the Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or its assets or any resulting release or discharge of any Holdco Guaranteed Obligation or any Holdco Guaranteed Secured Obligation (other than the payment in full in cash of all of the Holdco Guaranteed Obligations and the Holdco Guaranteed Secured Obligations); (vii) the existence of any claim, set-off or other rights that Holdings may have at any time against the Borrower, the Trustee, or any other corporation or 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 following the payment in full of all Holdco Guaranteed Obligations and the Holdco Guaranteed Secured Obligations; and (viii) any other circumstance (including without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee that might otherwise constitute a defense to, or a legal or equitable discharge of, the Borrower or Holdings or any other guarantor or surety. Each Guarantor Subject to paragraph 3, Holdings expressly authorizes the Collateral Agent, in accordance with Trustee on behalf of the Credit Agreement and applicable law, Secured Parties to take and hold security for the payment and performance of the Loan Holdco Guaranteed Secured Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its their sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Loan Holdco Guaranteed Secured Obligations, all without affecting the obligations of any Guarantor Holdings hereunder. (b) To the fullest extent permitted by applicable law, each Guarantor subject to paragraph 3, Holdings waives any defense (other than payment or performance of the Loan Obligations (other than contingent obligations), in full) based on or arising out of any defense of the Borrower or any other Grantor Loan Party or the unenforceability of the Loan Holdco Guaranteed Obligations or the Holdco Guaranteed Secured Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other GrantorLoan Party, other than the occurrence payment in full in cash of all the Termination DateHoldco Guaranteed Obligations and the Holdco Guaranteed Secured Obligations (other than contingent or unliquidated obligations or liabilities). The Collateral Agent Subject to paragraph 3, the Trustee and the other Loan Secured Parties may, in accordance with the Credit Agreement and applicable law, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Loan Holdco Guaranteed Obligations or the Holdco Guaranteed Secured Obligations, make any other accommodation with the Borrower or any other Grantor Loan Party or exercise any other right or remedy available to them against the Borrower or any other GrantorLoan Party, without affecting or impairing in any way the liability of any Guarantor Holdings hereunder except to the extent the Termination Date has occurredHoldco Guaranteed Obligations and the Holdco Guaranteed Secured Obligations (other than contingent or unliquidated obligations or liabilities) have been paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor subject to paragraph 3, Holdings waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor Holdings against the Borrower or any other GrantorLoan Party, as the case may be, or any security.

No Limitations, Etc. (a) Except for termination or release of a Guarantor’s obligations hereunder as expressly provided for in Section 7.144.11 and except for the limitations set forth in Section 2.07 or, with respect to any Subsidiary Loan Party that becomes a party hereto pursuant to Section 4.12 or otherwise, in any Supplement to this Agreement, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or setoffset-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Loan Guaranteed Obligations or otherwiseotherwise (other than defense of payment or performance). Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder hereunder, to the 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 Collateral Administrative Agent or any other Loan Secured Party to assert any claim or demand or to exercise or enforce any right or remedy under the provisions of any Loan Document or otherwise, ; (ii) any rescission, waiver, amendment or modification of, increase in the Guaranteed Obligations with respect to, or any release from any of the terms or provisions of, any Loan Document (other than pursuant to the terms of a waiver, amendment, modification or release of this Agreement in accordance with the terms hereof) or any other agreement, including with respect to the release of any other Guarantor under this Agreement and so long as any such amendment, modification or waiver of any Loan Document is made in accordance with Section 9.08 of the Credit Agreement, ; (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, or the exchange, substitution, release or any impairment of, any security held by the Collateral Administrative Agent or any other Loan Secured Party for the Loan Guaranteed Obligations, ; (iv) any default, failure or delay, willful or otherwise, in the performance of the Loan Guaranteed Obligations, or ; (v) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the occurrence payment in full in cash or immediately available funds of all the Termination DateGuaranteed Obligations); (vi) any illegality, lack of validity or enforceability of any Guaranteed Obligation or the Credit Agreement or any other Loan Document or any Ancillary Agreement; (vii) any change in the corporate existence, structure or ownership of any Loan Party, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting a Loan Party or its assets or any resulting release or discharge of any Guaranteed Obligation; (viii) the existence of any claim, set-off or other rights that a Guarantor may have at any time against the Borrower, the Administrative Agent, or any other corporation or 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 (A) any other circumstance (including, without limitation, any statute of limitations, law, regulation, decree or order of any jurisdiction) or (B) any existence of or reliance on any representation by the Administrative Agent, in each case, that might otherwise constitute a defense to, or a legal or equitable discharge of, the Borrower or any Guarantor for its Guaranteed Obligations or any other guarantor or surety. Each Guarantor expressly authorizes the Collateral Agent, in accordance with the Credit Agreement and applicable law, Secured Parties to take and hold security for the payment and performance of the Loan Guaranteed Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its their sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Loan Guaranteed Obligations, all without affecting the obligations of any Guarantor hereunder. (b) To the fullest extent permitted by applicable law, each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, notice of default or nonpayment, notice of acceptance and any other notice with respect to the Guaranteed Obligations or any part of them to or upon the Borrower or any Guarantor with respect to the Guaranteed Obligations, any defense (other than payment or performance of the Loan Obligations (other than contingent obligations), in full) based on or arising out of disability or any defense of the Borrower or any other Grantor Loan Party or the unenforceability of the Loan Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other GrantorLoan Party, other than the occurrence payment in full in cash or immediately available funds of all the Termination DateGuaranteed Obligations (other than contingent or unliquidated obligations or liabilities). The Collateral Administrative Agent and the other Loan Secured Parties may, in accordance with the Credit Agreement and applicable law, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Loan Guaranteed Obligations, make any other accommodation with the Borrower or any other Grantor Loan Party or exercise any other right or remedy available to them against the Borrower or any other GrantorLoan Party, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Termination Date has occurredGuaranteed Obligations (other than contingent or unliquidated obligations or liabilities) have been paid in full in cash or immediately available funds. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Borrower or any other GrantorLoan Party, as the case may be, or any security. (c) Each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Guarantor and without notice to or further assent by any Guarantor, any demand for payment of any of the Guaranteed Obligations made by the Administrative Agent or any Secured Party may be rescinded by the Administrative Agent or such Secured Party and any of the Guaranteed Obligations continued, and the Guaranteed Obligations, or the liability of any other person upon or for any part thereof, or any Collateral or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Secured Party, and the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders or all Lenders, as the case may be) may deem advisable from time to time, and any Collateral, guarantee or right of offset at any time held by the Administrative Agent or any Secured Party for the payment of the Guaranteed Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Secured Party shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Guaranteed Obligations or for the guarantee contained in this Section 2.03 or any property subject thereto.

No Limitations, Etc. (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided for in Section 7.147.15 and except as provided in Section 2.07, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, 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 Loan Obligations or otherwiseotherwise (other than defense of payment or performance). Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder hereunder, to the 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 Collateral Administrative Agent or any other Loan Secured Party to assert any claim or demand or to exercise or enforce any right or remedy under the provisions of any Loan Document or otherwise, ; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document (other than pursuant to the terms of a waiver, amendment, modification or release of this Agreement in accordance with the terms hereof) or any other agreement, including with respect to the release of any other Guarantor under this Agreement and so long as any such amendment, modification or waiver of any Loan Document is made in accordance with Section 9.08 of the Credit Agreement, ; (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, or the exchange, substitution, release or any impairment of, any security held by the Collateral Administrative Agent or any other Loan Secured Party for the Loan Obligations, ; (iv) any default, failure or delay, willful or otherwise, in the performance of the Loan Obligations, or ; (v) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the occurrence payment in full in cash or immediately available funds of all the Obligations), (vi) any illegality, lack of validity or enforceability of any Obligation, (vii) any change in the corporate existence, structure or ownership of the Termination Date)Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or its assets or any resulting release or discharge of any Obligation, (viii) the existence of any claim, set-off or other rights that the Guarantors may have at any time against the Borrower, the Administrative Agent, or any other corporation or 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 without limitation, any statute of limitations) or any existence of or reliance on any representation by the Administrative Agent that might otherwise constitute a defense to, or a legal or equitable discharge of, the Borrower or the Guarantors or any other guarantor or surety. Each Guarantor expressly authorizes the Collateral Agent, in accordance with the Credit Agreement and applicable law, Secured Parties to take and hold security for the payment and performance of the Loan Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its their sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Loan Obligations, all without affecting the obligations of any Guarantor hereunder. (b) To the fullest extent permitted by applicable law, each Guarantor waives any defense (other than payment or performance of the Loan Obligations (other than contingent obligations), in full) based on or arising out of any defense of the Borrower or any other Grantor Loan Party or the unenforceability of the Loan Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other GrantorLoan Party, other than the occurrence payment in full in cash or immediately available funds of all the Termination DateObligations (other than contingent indemnity or expense reimbursement obligations as to which no claim has been made). The Collateral Administrative Agent and the other Loan Secured Parties may, in accordance with the Credit Agreement and applicable law, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Loan Obligations, make any other accommodation with the Borrower or any other Grantor Loan Party or exercise any other right or remedy available to them against the Borrower or any other GrantorLoan Party, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Termination Date Obligations (other than contingent indemnity or expense reimbursement obligations as to which no claim has occurredbeen made) have been paid in full in cash or immediately available funds. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Borrower or any other GrantorLoan Party, as the case may be, or any security.

No Limitations, Etc. (a) Except for termination of a Guarantor’s 's obligations hereunder as expressly provided in Section 7.147.15, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, 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 Loan Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Agent or any other Loan Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Loan Document or otherwise, ; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document (other than pursuant to the terms of a waiver, amendment, modification or release of this Agreement in accordance with the terms hereof) or any other agreement, including with respect to the release of any other Guarantor under this Agreement and so long as any such amendment, modification or waiver of any Loan Document is made in accordance with Section 9.08 of the Credit Agreement, ; (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, any security held by the Collateral Agent or any other Loan Secured Party for the Loan Obligations, Obligations or any of them; (iv) any default, failure or delay, willful wilful or otherwise, in the performance of the Loan Obligations, ; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the occurrence indefeasible payment in full in cash of all the Termination DateObligations). Each Guarantor expressly authorizes the Collateral Agent, in accordance with the Credit Agreement and applicable law, Agent to take and hold security for the payment and performance of the Loan Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Loan Obligations, all without affecting the obligations of any Guarantor hereunder. (b) To the fullest extent permitted by applicable law, each Guarantor waives any defense (other than payment or performance of the Loan Obligations (other than contingent obligations), in full) based on or arising out of any defense of the Borrower or any other Grantor Loan Party or the unenforceability of the Loan Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other GrantorLoan Party, other than the occurrence indefeasible payment in full in cash of all the Termination DateObligations. The Collateral Agent and the other Loan Secured Parties may, in accordance with the Credit Agreement and applicable law, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Loan Obligations, make any other accommodation with the Borrower or any other Grantor Loan Party or exercise any other right or remedy available to them against the Borrower or any other GrantorLoan Party, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Termination Date has occurredObligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Borrower or any other GrantorLoan Party, as the case may be, or any security.

No Limitations, Etc. (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 7.147.15, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, 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 Loan Obligations, any impossibility in the performance of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or discharged, impaired or otherwise affected by (i) the failure of the Collateral Agent or any other Loan Secured Party to assert any claim or demand or to enforce or exercise any right or remedy under the provisions of any Loan Document or otherwise, (ii) any extension or renewal of any of the Obligations, (iii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document (other than pursuant to the terms of a waiver, amendment, modification or release of this Agreement in accordance with the terms hereof) or any other agreement, including with respect to the release of any other Guarantor under this Agreement and so long as any such amendment, modification or waiver of any Loan Document is made in accordance with Section 9.08 of the Credit Agreement, (iiiiv) the release of, or any impairment of or failure to perfect any Lien on or security interest in, any security held by the Collateral Agent or any other Loan Secured Party for the Loan ObligationsObligations or any of them, (ivv) any default, failure or delay, willful or otherwise, in the performance of the Loan Obligations, Obligations or (vvi) any other act, omission or delay to do any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the occurrence indefeasible payment in full in cash of all the Termination DateObligations (other than contingent indemnification obligations in respect of which no claim for payment has been asserted by the Person entitled thereto)) or which would impair or eliminate the right of any Guarantor to subrogation. Each Guarantor expressly authorizes the Collateral Agent, in accordance with Agent and the Credit Agreement and applicable law, other Secured Parties to take and hold security for the payment and performance of the Loan Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its their sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Loan Obligations, all without affecting the obligations of any Guarantor hereunder. Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Loan Documents. (b) To the fullest extent permitted by applicable law, each Each Guarantor waives any defense (other than payment or performance of the Loan Obligations (other than contingent obligations), in full) based on or arising out of any defense of the Borrower or any other Grantor Loan Party or the unenforceability of the Loan Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other GrantorLoan Party, other than the occurrence indefeasible payment in full in cash of all the Termination DateObligations (other than contingent indemnification obligations in respect of which no claim for payment has been asserted by the Person entitled thereto). The Collateral Agent and the other Loan Secured Parties may, in accordance with the Credit Agreement and applicable law, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Loan Obligations, make any other accommodation with the Borrower or any other Grantor Loan Party or exercise any other right or remedy available to them against the Borrower or any other GrantorLoan Party, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Termination Date Obligations (other than contingent indemnification obligations in respect of which no claim for payment has occurredbeen asserted by the Person entitled thereto) have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Borrower or any other GrantorLoan Party, as the case may be, or any security.

No Limitations, Etc. (a) Except for termination of a Guarantor’s its obligations hereunder as expressly provided for in Section 7.144.15 and as expressly provided in the last sentence of this paragraph (a), the obligations of each Guarantor Xxxxx hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, 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 Loan Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor Xxxxx hereunder shall not be discharged or impaired or otherwise affected by by: (i) the failure of the Administrative Agent, the Collateral Agent or any other Loan Secured Party to assert any claim or demand or to exercise or enforce any right or remedy under the provisions of any Loan Document or otherwise, ; (ii) any rescissionrescision, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document (other than pursuant to the terms of a waiver, amendment, modification or release of this Agreement in accordance with the terms hereof) or any other agreement, including with respect to the release of any other Guarantor under this Agreement and so long as any such amendment, modification or waiver of any Loan Document is made in accordance with Section 9.08 of the Credit Agreement, ; (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, or the release of, any security held by the Collateral Agent or any other Loan Secured Party for the Loan Guaranteed Obligations, ; (iv) any default, failure or delay, willful wilful or otherwise, in the performance of the Loan Guaranteed Obligations, ; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the occurrence indefeasible payment in full in cash of all the Termination DateGuaranteed Obligations). Each Guarantor Xxxxx expressly authorizes the Collateral Agent, in accordance with the Credit Agreement and applicable law, Secured Parties to take and hold security for the payment and performance of the Loan Guaranteed Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its their sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Loan Guaranteed Obligations, all without affecting the obligations of any Guarantor hereunder. Notwithstanding anything to the contrary in this Agreement, the obligations of Xxxxx, on any date, under this Agreement shall not exceed the greatest of: (i) the principal amount of the Xxxxx Loan and any accrued and unpaid interest thereon as of such date; (ii) the aggregate principal amount of all Foreign Acquiror Loans and any accrued and unpaid interest thereon as of such date; and (iii) 95% of the net assets of Xxxxx at the date of (A) this Agreement and (B) the enforcement of this Agreement, whichever is the greater. (b) To the fullest extent permitted by applicable law, each Guarantor Xxxxx waives any defense (other than payment or performance of the Loan Obligations (other than contingent obligations), in full) based on or arising out of any defense of the any Borrower or any other Grantor Loan Party or the unenforceability of the Loan Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the any Borrower or any other GrantorLoan Party, other than the occurrence indefeasible payment in full in cash of all the Termination DateGuaranteed Obligations. The Collateral Agent and the other Loan Secured Parties may, in accordance with the Credit Agreement and applicable law, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Loan Guaranteed Obligations, make any other accommodation with the any Borrower or any other Grantor Loan Party or exercise any other right or remedy available to them against the any Borrower or any other GrantorLoan Party, without affecting or impairing in any way the liability of any Guarantor Xxxxx hereunder except to the extent the Termination Date has occurredGuaranteed Obligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor Xxxxx waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor Xxxxx against the any Borrower or any other GrantorLoan Party, as the case may be, or any security.

No Limitations, Etc. (a1) Except for termination of a Guarantor’s obligations hereunder as expressly provided for in Section 7.147.15 and except as provided in Section 2.07, the obligations of each Guarantor hereunder shall will not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall will not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Loan Secured Obligations or otherwiseotherwise (other than defense of payment or performance). Without limiting the generality of the foregoing, except for termination or release of a Guarantor’s obligations hereunder in accordance with the terms of Section 7.15 the obligations of each Guarantor hereunder shall hereunder, to the fullest extent permitted by applicable law, will not be discharged or impaired or otherwise affected by, and each Guarantor hereby waives any defense to the enforcement hereof by reason of: (ia) the any failure or omission of the Collateral Agent or any other Loan Secured Party to assert or enforce or agreement or election not to assert or enforce, delay in enforcement, or stay or enjoining, by the order of court, by operation of law or otherwise, the exercise or enforcement of, any claim or demand or to exercise or enforce any right right, power or remedy (whether arising under the provisions of or in connection with any Loan Document Document, any Specified Hedge Agreement or any Cash Management Obligation, at law, in equity or otherwise) with respect to the Secured Obligations or any agreements relating thereto, or with respect to any other guaranty of or security for the payment of the Secured Obligations; (iib) the validity or enforceability or any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document (other than pursuant to the terms of a waiver, amendment, modification or release of this Agreement in accordance with the terms hereof) or any other agreement, including with respect to the release of any other Guarantor under this Agreement and so long as Agreement; (c) any such renewal, extension or acceleration of, or any increase in the amount of the Secured Obligations, or any amendment, supplement, modification or waiver of of, or any consent to departure from, the Loan Document is made Documents or any Specified Hedge Agreement or Cash Management Obligation; (d) the validity, perfection, the failure to perfect (or lapse in accordance with Section 9.08 of the Credit Agreementperfection) any security interest in, (iii) or the release of, or any impairment of or failure to perfect any Lien on or security interest in, any security the Collateral held by or on behalf of the Collateral Agent or any other Loan Secured Party for the Loan Secured Obligations, ; (ive) any default, failure or delay, willful or otherwise, in the performance of the Secured Obligations; (f) any illegality, lack of validity or enforceability of any Secured Obligation; (g) any change in the corporate existence, structure or ownership of any Loan ObligationsParty, or any insolvency, bankruptcy or reorganization of any Loan Party and any corresponding restructuring of the Secured Obligations; (vh) the existence of any claim, set-off or other rights that the Guarantors may have at any time against the Borrower, the Collateral Agent, any other Secured Party or any other person, whether in connection herewith, the other Loan Documents 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 statute of limitations) or any act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a defense to, or a legal or equitable discharge of of, the Borrower or any Guarantor as a matter of law or equity any other guarantor or surety (other than the occurrence payment in full in cash or immediately available funds of the Termination DateSecured Obligations). . (2) Each Guarantor expressly authorizes the Collateral Agent, in accordance with the Credit Agreement and applicable law, Secured Parties to take and hold security for the payment and performance of the Loan Secured Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its their sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Loan Secured Obligations, all without affecting the obligations of any Guarantor hereunder. (b3) To the fullest extent permitted by applicable lawlaw and except for termination or release of a Guarantor’s obligations hereunder in accordance with the terms of Section 7.15 hereof, each Guarantor waives any defense (other than payment or performance of the Loan Obligations (other than contingent obligations), in full) based on or arising out of any defense of the Borrower or any other Grantor Loan Party or the unenforceability of the Loan Secured Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other GrantorLoan Party, other than, after all Commitments have been terminated, the payment in full in cash or immediately available funds of all the Secured Obligations (other than the occurrence Secured Obligations in respect of the Termination DateSpecified Hedge Agreements, Cash Management Obligations and contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted). The Collateral Agent and the other Loan Secured Parties may, in accordance with the Credit Agreement and applicable law, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Loan Obligations, make any other accommodation with the Borrower or any other Grantor or may exercise any other right or remedy available to them against the Borrower or any other GrantorLoan Party pursuant to this Agreement or the other Loan Documents, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Termination Date that after giving effect thereto all Secured Obligations have been terminated and paid in full (other than contingent indemnity or expense reimbursement obligations that are not yet due and payable and for which no claim has occurredbeen made). To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Borrower or any other GrantorLoan Party, as the case may be, or any security.

No Limitations, Etc. (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 7.147.15, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, 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 Loan Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Agent or any other Loan Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Loan Document or otherwise, (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document (other than pursuant to the terms of a waiver, amendment, modification or release of this Agreement in accordance with the terms hereof) or any other agreement, including with respect to the release of any other Guarantor under this Agreement and so long as any such amendment, modification or waiver of any Loan Document is made in accordance with Section 9.08 of the Credit Agreement, (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, any security held by the Collateral Agent or any other Loan Secured Party for the Loan ObligationsObligations or any of them, (iv) any default, failure or delay, willful wilful or otherwise, in the performance of the Loan Obligations, or (v) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the occurrence indefeasible payment in full in cash of all the Termination DateObligations). Each Guarantor expressly authorizes the Collateral Agent, in accordance with the Credit Agreement and applicable law, Agent to take and hold security for the payment and performance of the Loan Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Loan Obligations, all without affecting the obligations of any Guarantor hereunder. (b) To the fullest extent permitted by applicable law, each Guarantor waives any defense (other than payment or performance of the Loan Obligations (other than contingent obligations), in full) based on or arising out of any defense of the Borrower or any other Grantor Loan Party or the unenforceability of the Loan Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other GrantorLoan Party, other than the indefeasible payment in full in cash of all the Obligations. Upon the occurrence and during the continuation of an Event of Default, the Termination Date. The Collateral Agent and the other Loan Secured Parties may, in accordance with the Credit Agreement and applicable law, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Loan Obligations, make any other accommodation with the Borrower or any other Grantor Loan Party or exercise any other right or remedy available to them against the Borrower or any other GrantorLoan Party, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Termination Date has occurredObligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Borrower or any other GrantorLoan Party, as the case may be, or any security.

No Limitations, Etc. (a) Except for termination of a GuarantorGrantor’s obligations hereunder as expressly provided for in Section 7.147.15 or, with respect to any Subsidiary Grantor that becomes a party hereto pursuant to Section 7.16 or otherwise, in any Supplement to this Agreement, the obligations of each Guarantor Grantor hereunder and grant of security interests by such Grantor shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of, and all rights of the Collateral Agent hereunder, the Security Interest in the Article 9 Collateral, the security interest in the Pledged Collateral and all obligations of each Grantor hereunder shall be absolute and unconditional irrespective of, the invalidity, illegality or unenforceability of the Loan Secured Obligations (including with respect to any guarantee under the Indenture) or otherwiseotherwise (other than defense of payment or performance). Without limiting the generality of the foregoing, all rights of the Collateral Agent hereunder, the Security Interest in the Article 9 Collateral, the security interest in the Pledged Collateral and all obligations of each Guarantor hereunder Grantor hereunder, to the fullest extent permitted by applicable law, shall not be discharged or impaired or otherwise affected by, and shall be absolute and unconditional irrespective of, and each Grantor hereby waives any defense to the enforcement hereof by reason of: (i) the failure of the Collateral Agent or any other Loan Secured Party to assert any claim or demand or to exercise or enforce any right or remedy under the provisions of any Loan Note Document or otherwise, ; (ii) any rescission, waiver, amendment or modification of, increase in the Secured Obligations with respect to, or any release from any of the terms or provisions of, any Loan Note Document (other than pursuant to the terms of a waiver, amendment, modification or release of this Agreement in accordance with the terms hereof) or any other agreement, including with respect to the release of any other Guarantor Grantor under this Agreement and so long as any such amendment, modification or waiver of any Loan Document is made in accordance with Section 9.08 of the Credit Agreement, ; (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, or the exchange, substitution, release or any impairment of, any security held by the Collateral Agent or any other Loan Secured Party for the Loan Secured Obligations, including with respect to any Grantor under this Agreement; (iv) any default, failure or delay, willful or otherwise, in the performance of the Loan Secured Obligations, or including with respect to any Grantor under this Agreement; (v) any other act or omission that may or might in any manner or to any extent vary the risk of the Company or any Guarantor Grantor or otherwise operate as a discharge of the Company or any Guarantor Grantor as a matter of law or equity (other than the occurrence payment in full in cash or immediately available funds of all the Termination DateSecured Obligations). Each Guarantor expressly authorizes ; (vi) any illegality, lack of validity or enforceability of any Secured Obligation, including with respect to any Grantor under this Agreement; (vii) any change in the corporate existence, structure or ownership of any Grantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting a Grantor or its assets or any resulting release or discharge of any Secured Obligation, including with respect to any Grantor under this Agreement; (viii) the existence of any claim, set-off or other rights that the Grantor may have at any time against any other Grantor, the Collateral Agent, the Trustee or any other corporation or person, whether in accordance with connection herewith or any unrelated transactions, provided that nothing herein will prevent the Credit Agreement and applicable lawassertion of any such claim by separate suit or compulsory counterclaim; (ix) any action permitted or authorized hereunder; or (x) any other circumstance (including without limitation, any statute of limitations) or any existence of or reliance on any representation by the Collateral Agent or the Trustee that might otherwise constitute a defense to, or a legal or equitable discharge of, the Company or the Grantor or any other guarantor or surety. Each Grantor expressly authorizes the Secured Parties to take and hold security for the payment and performance of the Loan Secured Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its their sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Loan Secured Obligations, all without affecting the obligations of any Guarantor Grantor hereunder. (b) To the fullest extent permitted by applicable law, each Guarantor Grantor waives any defense (other than payment or performance of the Loan Obligations (other than contingent obligations), in full) based on or arising out of any defense of the Borrower or any other Grantor or the unenforceability of the Loan Obligations Secured Obligations, including with respect to any Guarantor under the Indenture, or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other Grantor, other than the occurrence payment in full in cash or immediately available funds of all the Termination DateSecured Obligations (other than contingent or unliquidated obligations or liabilities). The Collateral Agent and the other Loan Secured Parties may, in accordance with the Credit Agreement and applicable law, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Loan Secured Obligations, make any other accommodation with the Borrower or any other Grantor or exercise any other right or remedy available to them against the Borrower or any other Grantor, without affecting or impairing in any way the liability of any Guarantor Grantor hereunder except to the extent the Termination Date has occurredSecured Obligations (other than contingent or unliquidated obligations or liabilities) have been paid in full in cash or immediately available funds. To the fullest extent permitted by applicable law, each Guarantor Grantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor Grantor against the Borrower or any other Grantor, as the case may be, or any security.

No Limitations, Etc. (a) Except for termination or release of a Guarantor’s Holdings’ obligations hereunder as expressly provided for in Section 7.1426, the obligations of each Guarantor Holdings hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, 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 Loan Obligations or otherwiseotherwise (other than defense of payment or performance). Without limiting the generality of the foregoing, the obligations of each Guarantor Holdings hereunder shall not be discharged or impaired or otherwise affected by by: (i) the failure of the Collateral Agent or any other Loan Secured Party to assert any claim or demand or to exercise or enforce any right or remedy under the provisions of any Loan Document or otherwise, ; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document (other than pursuant to the terms of a waiver, amendment, modification or release of this Agreement in accordance with the terms hereof) or any other agreement, including with respect to the release of any other Guarantor under this Agreement and so long as any such amendment, modification or waiver of any Loan Document is made in accordance with Section 9.08 of the Credit Agreement, ; (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, or the exchange, substitution, release or any impairment of, any security held by the Collateral Agent or any other Loan Secured Party for the Loan Obligations, ; (iv) any default, failure or delay, willful or otherwise, in the performance of the Loan Obligations, or ; (v) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor Holdings or otherwise operate as a discharge of any Guarantor Holdings as a matter of law or equity (other than the occurrence payment in full in cash of all the Obligations); (vi) any illegality, lack of validity or enforceability of any Obligation; (vii) any change in the corporate existence, structure or ownership of the Termination DateBorrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or its assets or any resulting release or discharge of any Obligation (other than the payment in full in cash of all the Obligations); (viii) the existence of any claim, set-off or other rights that Holdings may have at any time against the Borrower, the Agent, or any other corporation or 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; and (ix) and any other circumstance (including without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent that might otherwise constitute a defense to, or a legal or equitable discharge of, the Borrower or Holdings or any other guarantor or surety. Each Guarantor Holdings expressly authorizes the Collateral Agent, in accordance with the Credit Agreement and applicable law, Secured Parties to take and hold security for the payment and performance of the Loan Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its their sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Loan Obligations, all without affecting the obligations of any Guarantor Holdings hereunder. (b) To the fullest extent permitted by applicable law, each Guarantor Holdings waives any defense (other than payment or performance of the Loan Obligations (other than contingent obligations), in full) based on or arising out of any defense of the Borrower or any other Grantor Loan Party or the unenforceability of the Loan Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other GrantorLoan Party, other than the occurrence payment in full in cash or immediately available funds of all the Termination DateObligations (other than contingent or unliquidated obligations or liabilities). The Collateral Agent and the other Loan Secured Parties may, in accordance with the Credit Agreement and applicable law, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Loan Obligations, make any other accommodation with the Borrower or any other Grantor Loan Party or exercise any other right or remedy available to them against the Borrower or any other GrantorLoan Party, without affecting or impairing in any way the liability of any Guarantor Holdings hereunder except to the extent the Termination Date has occurredObligations (other than contingent or unliquidated obligations or liabilities) have been paid in full in cash or immediately available funds. To the fullest extent permitted by applicable law, each Guarantor Holdings waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor Holdings against the Borrower or any other GrantorLoan Party, as the case may be, or any security.

No Limitations, Etc. (a) Except for termination of a Guarantorthe Pledgor’s obligations hereunder as expressly provided in Section 7.145.15, the obligations of each Guarantor the Pledgor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, 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 Loan Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor the Pledgor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Agent Trustee or any other Loan Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Loan Financing Document or otherwise, (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Financing Document (other than pursuant to the terms of a waiver, amendment, modification or release of this Agreement in accordance with the terms hereof) or any other agreement, including with respect to the release of any other Guarantor Pledgor under this Agreement and so long as any such amendment, modification or waiver of any Loan Document is made in accordance with Section 9.08 of the Credit Agreement, (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, any security held by the Collateral Agent Trustee or any other Loan Secured Party for the Loan ObligationsObligations or any of them, (iv) any default, failure or delay, willful wilful or otherwise, in the performance of the Loan Obligations, or (v) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor the Pledgor or otherwise operate as a discharge of any Guarantor the Pledgor as a matter of law or equity (other than the occurrence Discharge of Obligations in accordance with the Termination DateIntercreditor Agreement). Each Guarantor The Pledgor expressly authorizes the Collateral Agent, in accordance with the Credit Agreement and applicable law, Trustee to take and hold security for the payment and performance of the Loan Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Loan ObligationsObligations in accordance with the terms of the Credit Agreement and the other Financing Documents, all without affecting the obligations of any Guarantor the Pledgor hereunder. (b) To the fullest extent permitted by applicable law, each Guarantor the Pledgor waives any defense (other than payment or performance of the Loan Obligations (other than contingent obligations), in full) based on or arising out of any defense of the Borrower or any other Grantor Loan Party or the unenforceability of the Loan Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other GrantorLoan Party, other than the occurrence Discharge of the Termination Date. The Collateral Agent and the other Loan Secured Parties may, Obligations in accordance with the Credit Agreement Intercreditor Agreement. The Collateral Trustee and applicable lawthe other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Loan Obligations, make any other accommodation with the Borrower or any other Grantor Loan Party or exercise any other right or remedy available to them against the Borrower or any other GrantorLoan Party, without affecting or impairing in any way the liability of any Guarantor the Pledgor hereunder except to the extent of a Discharge of Obligations in accordance with the Termination Date has occurredIntercreditor Agreement. To the fullest extent permitted by applicable law, each Guarantor the Pledgor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor the Pledgor against the Borrower or any other GrantorLoan Party, as the case may be, or any security.

No Limitations, Etc. (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 7.147.15, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, 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 Loan Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Agent or any other Loan Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Loan Document or otherwise, (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document (other than pursuant to the terms of a waiver, amendment, modification or release of this Agreement in accordance with the terms hereof) or any other agreement, including with respect to the release of any other Guarantor under this Agreement and so long as any such amendment, modification or waiver of any Loan Document is made in accordance with Section 9.08 of the Credit Agreement, (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, any security held by the Collateral Agent or any other Loan Secured Party for the Loan ObligationsObligations or any of them, (iv) any default, failure or delay, willful or otherwise, in the performance of the Loan Obligations, or (v) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the occurrence indefeasible payment in full in cash of all the Termination DateObligations). Each Guarantor expressly authorizes the Collateral Agent, in accordance with the Credit Agreement and applicable law, Agent to take and hold security for the payment and performance of the Loan Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Loan Obligations, all without affecting the obligations of any Guarantor hereunder. (b) To the fullest extent permitted by applicable law, each Guarantor waives any defense (other than payment or performance of the Loan Obligations (other than contingent obligations), in full) based on or arising out of any defense of the Borrower or any other Grantor Loan Party or the unenforceability of the Loan Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other GrantorLoan Party, other than the occurrence indefeasible payment in full in cash of all the Termination DateObligations. The Collateral Agent and the other Loan Secured Parties may, in accordance with the Credit Agreement and applicable law, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Loan Obligations, make any other accommodation with the Borrower or any other Grantor Loan Party or exercise any other right or remedy available to them against the Borrower or any other GrantorLoan Party, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Termination Date has occurredObligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Borrower or any other GrantorLoan Party, as the case may be, or any security.

No Limitations, Etc. (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 7.14, the The obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, 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 Loan Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor the Guarantors hereunder shall be valid and enforceable and shall not be discharged discharged, terminated, reduced or impaired or otherwise affected by by, whether or not each of the Guarantors shall have had notice or knowledge of any of them, (i) the failure of the Collateral Agent or any other Loan Secured Party Lender to assert any claim or demand or to enforce any right or remedy under the provisions of any Loan Document or otherwise, (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document (other than pursuant to the terms of a waiver, amendment, modification or release of this Agreement in accordance with the terms hereof) or any other agreement, including with respect to the release of any other Guarantor under this Agreement and so long as any such amendment, modification or waiver of any Loan Document is made in accordance with Section 9.08 of the Credit Agreement, (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, any security held by the Collateral Agent or any other Loan Secured Party for the Loan Obligations, (iv) any default, failure or delay, willful or otherwise, in the performance of the Loan Obligations, (iv) the existence of any dispute among the Borrower, the Lender, the Guarantors or any other Person with respect to the existence of any Default or Event of Default or (vvi) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor of the Guarantors or 560824274.4 [NEWYORK 2931135_16] otherwise operate as a discharge of any Guarantor the Guarantors as a matter of law or equity (other than the occurrence indefeasible payment in full in cash of the Termination Date). Each Guarantor expressly authorizes the Collateral Agent, in accordance with the Credit Agreement and applicable law, to take and hold security for the payment and performance of all the Loan Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Loan Obligations, all without affecting the obligations of any Guarantor hereunder. (b) To the fullest extent permitted by applicable law, each Guarantor of the Guarantors waives (i) any defense (other than payment or performance of the Loan Obligations (other than contingent obligations), in full) based on or arising out of any defense of the Borrower Borrower, such Guarantor or any other Grantor Person or the unenforceability of the Loan Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower, the Guarantors or any other Person, other than the indefeasible payment in full in cash of all the Loan Obligations; (ii) any right to require the Lender, as a condition of payment or performance by the Guarantors, to (A) proceed against the Borrower or any other GrantorPerson of any Loan Obligations, other than (B) proceed against or have resort to any balance of any deposit account or credit on the occurrence books of the Termination DateLender or any other Person, or (C) pursue any other remedy in the power of the Lender whatsoever; (iii) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (iv) any defense based upon the Lender’s errors or omissions in the administration of the Loan Obligations; (v) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of each Guarantor’s obligations hereunder, (B) the benefit of any statute of limitations affecting any Guarantor’s liability hereunder or the enforcement hereof and (C) any rights to set-offs, recoupments and counterclaims; (vi) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder, notices of any renewal, extension or modification of the Loan Obligations or any agreement related thereto, notices of any extension of credit to the Borrower and notices of any of the matters referred to in this Section 7.03(b) and any right to consent to any thereof; and (vii) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof. The Collateral Agent and the other Loan Secured Parties Lender may, in accordance with the Credit Agreement and applicable law, at their its election, foreclose on any security held by one or more of them it by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Loan Obligations, make any other accommodation with the Borrower Borrower, the Guarantors or any other Grantor Person or exercise any other right or remedy available to them it against the Borrower Borrower, the Guarantors or any other GrantorPerson, without affecting or impairing in any way the liability of any Guarantor the Guarantors hereunder except to the extent the Termination Date has occurredLoan Obligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives the Guarantors waive any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such any Guarantor against the Borrower or any other GrantorPerson, as the case may be, or any security. (c) The Guarantors agree that their obligations hereunder are irrevocable, absolute, independent and unconditional and shall not be affected by any circumstance which constitutes a legal or equitable discharge of a guarantor or surety other than the indefeasible payment in full in cash of the Loan Obligations. In furtherance of the foregoing and without limiting the generality thereof, each Guarantor agrees as follows: (i) the obligations of each Guarantor hereunder are independent of the obligations of the Borrower and the obligations of any other guarantor of the obligations of the Borrower, and a separate action or actions may be brought and prosecuted against 560824274.4 [NEWYORK 2931135_16] the Guarantors whether or not any action is brought against the Borrower or any of such other guarantors and whether or not the Borrower is joined in any such action or actions; (ii) payment by the Guarantors or any other Person of a portion, but not all, of the Loan Obligations shall in no way limit, affect, modify or abridge the Guarantors’ liability for any portion of the Loan Obligations which has not been paid; and without limiting the generality of the foregoing, if the Lender is awarded a judgment in any suit brought to enforce each Guarantor’s covenant to pay a portion of the Loan Obligations, such judgment shall not be deemed to release any Guarantor from its covenant to pay the portion of the Loan Obligations that is not the subject of such suit, and such judgment shall not, except to the extent satisfied by the Guarantors, limit, affect, modify or abridge the Guarantors’ liability hereunder in respect of the Loan Obligations; and (iii) the Lender, upon such terms as it deems appropriate, without notice or demand and without affecting the validity or enforceability hereof or giving rise to any reduction, limitation, impairment, discharge or termination of each Guarantor’s liability hereunder, from time to time may (A) renew, extend, accelerate, increase the rate of interest on, or otherwise change the time, place, manner or terms of payment of the Loan Obligations; (B) settle, compromise, release or discharge, or accept or refuse any offer of performance with respect to, or substitutions for, the Loan Obligations or any agreement relating thereto and/or subordinate the payment of the same to the payment of any other obligations; (C) request and accept other guaranties of the Loan Obligations and take and hold security for the payment hereof or the Loan Obligations; (D) release, surrender, exchange, substitute, compromise, settle, rescind, waive, alter, subordinate or modify, with or without consideration, any security for payment of the Loan Obligations, any other guaranties of the Loan Obligations, or any other obligation of any Person (including any other guarantor) with respect to the Loan Obligations; and (E) enforce and apply any security now or hereafter held by or for the benefit of the Lender in respect hereof or the Loan Obligations and direct the order or manner of sale thereof, or exercise any other right or remedy that the Lender may have against any such security, in each case as the Lender in its discretion may determine consistent herewith and any applicable security agreement, including foreclosure on any such security pursuant to one or more judicial or nonjudicial sales, whether or not every aspect of any such sale is commercially reasonable, and even though such action operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy of the Guarantor against the Borrower or any security for the Loan Obligations; and (iv) the Lender may exercise any other rights or remedies available to it under the Loan Documents. (d) Each Guarantor agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Lender in enforcing any rights under this Section. (e) Each Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the Guarantors, such that such Guarantor’s obligations would be less than the full amount claimed. Each Guarantor hereby waives any right 560824274.4 [NEWYORK 2931135_16] to which it may be entitled to have the assets of Holdings first be used and depleted as payment of Holding’s or such Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Guarantor hereunder. Each Guarantor hereby waives any right to which it may be entitled to require that Holdings be sued prior to an action being initiated against such Guarantor.

No Limitations, Etc. (a) Except for termination of a GuarantorGrantor’s obligations hereunder as expressly provided in Section 7.147.15, the obligations of each Guarantor Grantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, 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 Loan Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor Grantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Agent Trustee or any other Loan Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Loan Financing Document or otherwise, (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Financing Document (other than pursuant to the terms of a waiver, amendment, modification or release of this Agreement in accordance with the terms hereof) or any other agreement, including with respect to the release of any other Guarantor Grantor under this Agreement and so long as any such amendment, modification or waiver of any Loan Document is made in accordance with Section 9.08 of the Credit Agreement, (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, any security held by the Collateral Agent Trustee or any other Loan Secured Party for the Loan ObligationsGuaranteed Obligations or any of them, (iv) any default, failure or delay, willful wilful or otherwise, in the performance of the Loan Guaranteed Obligations, or (v) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor Grantor or otherwise operate as a discharge of any Guarantor Grantor as a matter of law or equity (other than the occurrence Discharge of Obligations in accordance with the Termination DateIntercreditor Agreement). Each Guarantor Grantor expressly authorizes the Collateral Agent, in accordance with the Credit Agreement and applicable law, Trustee to take and hold security for the payment and performance of the Loan Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Loan ObligationsGuaranteed Obligations in accordance with the terms of the Credit Agreement and the other Financing Documents, all without affecting the obligations of any Guarantor Grantor hereunder. (b) To the fullest extent permitted by applicable law, each Guarantor Grantor waives any defense (other than payment or performance of the Loan Obligations (other than contingent obligations), in full) based on or arising out of any defense of the Borrower or any other Grantor Loan Party or the unenforceability of the Loan Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other GrantorLoan Party, other than the occurrence Discharge of the Termination Date. The Collateral Agent and the other Loan Secured Parties may, Obligations in accordance with the Credit Agreement Intercreditor Agreement. The Collateral Trustee and applicable lawthe other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Loan Guaranteed Obligations, make any other accommodation with the Borrower or any other Grantor Loan Party or exercise any other right or remedy available to them against the Borrower or any other GrantorLoan Party, without affecting or impairing in any way the liability of any Guarantor Grantor hereunder except to the extent of a Discharge of Obligations in accordance with the Termination Date has occurredIntercreditor Agreement. To the fullest extent permitted by applicable law, each Guarantor Grantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor Grantor against the Borrower or any other GrantorLoan Party, as the case may be, or any security.

No Limitations, Etc. (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided for in Section 7.147.15, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, 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 Loan Obligations or otherwiseotherwise (other than defense of payment or performance). Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder hereunder, to the 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 Collateral Agent Administrative Agents or any other Loan Secured Party to assert any claim or demand or to exercise or enforce any right or remedy under the provisions of any Loan Document or otherwise, ; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document (other than pursuant to the terms of a waiver, amendment, modification or release of this Agreement in accordance with the terms hereof) or any other agreement, including with respect to the release of any other Guarantor under this Agreement and so long as any such amendment, modification or waiver of any Loan Document is made in accordance with Section 9.08 of the Credit Agreement, ; (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, or the exchange, substitution, release or any impairment of, any security held by the Collateral Agent or any other Loan Secured Party for the Loan Obligations, ; (iv) any default, failure or delay, willful or otherwise, in the performance of the Loan Obligations, or ; (v) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the occurrence payment in full in cash or immediately available funds of all the Termination DateObligations), (vi) any illegality, lack of validity or enforceability of any Obligation, (vii) any change in the corporate existence, structure or ownership of any Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Borrower or its assets or any resulting release or discharge of any Obligation, (viii) the existence of any claim, set-off or other rights that the Guarantor may have at any time against any Borrower, the Collateral Agent, either Administrative Agent, any 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 without limitation, any statute of limitations) or any existence of or reliance on any representation by the Collateral Agent, any Administrative Agent or any other Secured Party that might otherwise constitute a defense to, or a legal or equitable discharge of, any Borrower or any Guarantor or any other guarantor or surety. Each Guarantor expressly authorizes the Collateral Agent, in accordance with the Credit Agreement and applicable law, Secured Parties to take and hold security for the payment and performance of the Loan Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its their sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Loan Obligations, all without affecting the obligations of any Guarantor hereunder. (b) To the fullest extent permitted by applicable law, each Guarantor waives any defense (other than payment or performance of the Loan Obligations (other than contingent obligations), in full) based on or arising out of any defense of the Borrower or any other Grantor Loan Party or the unenforceability of the Loan Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other GrantorLoan Party, other than the occurrence payment in full in cash or immediately available funds of all the Termination DateObligations (other than contingent or unliquidated obligations or liabilities). The Collateral Agent and the other Loan Secured Parties may, in accordance with the Credit Agreement and applicable law, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Loan Obligations, make any other accommodation with the Borrower or any other Grantor Loan Party or exercise any other right or remedy available to them against the Borrower or any other GrantorLoan Party, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Termination Date has occurredObligations (other than contingent or unliquidated obligations or liabilities) have been paid in full in cash or immediately available funds. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Borrower or any other GrantorLoan Party, as the case may be, or any security.

No Limitations, Etc. (a) Except for termination or release of a Guarantor’s Holdings’ obligations hereunder as expressly provided for in Section 7.148.15 and except as provided in Section 2.07, the obligations of each Guarantor Holdings hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or setoffset-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Loan Obligations or otherwiseotherwise (other than defense of payment or performance). Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder Holdings hereunder, to the fullest extent permitted by applicable law, shall not be discharged or impaired or otherwise affected by, and Holdings hereby waives any defense to the enforcement hereof by reason of: (i) the failure of the Collateral Agent or any other Loan Secured Party to assert any claim or demand or to exercise or enforce any right or remedy under the provisions of any Loan Document or otherwise, ; (ii) any rescission, waiver, amendment or modification of, increase in the Obligations with respect to, or any release from any of the terms or provisions of, any Loan Document (other than pursuant to the terms of a waiver, amendment, modification or release of this Agreement in accordance with the terms hereof) or any other agreement, including with respect to the release of any other Guarantor under this Agreement and so long as any such amendment, modification or waiver of any Loan Document is made in accordance with Section 9.08 of the Credit Agreement, ; (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, or the exchange, substitution, release or any impairment of, any security held by the Collateral Agent or any other Loan Secured Party for the Loan Obligations, ; (iv) any default, failure or delay, willful or otherwise, in the performance of the Loan Obligations, or ; (v) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor Holdings or otherwise operate as a discharge of any Guarantor Holdings as a matter of law or equity (other than the occurrence payment in full in cash or immediately available funds of all the Termination DateObligations); (vi) any illegality, lack of validity or enforceability of any Obligation; (vii) any change in the corporate existence, structure or ownership of any Loan Party, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Party or its assets or any resulting release or discharge of any Obligation; (viii) the existence of any claim, set-off or other rights that Holdings may have at any time against the Borrower, the Agent, any 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 without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any other Secured Party that might otherwise constitute a defense to, or a legal or equitable discharge of, the Borrower or Holdings or any other guarantor or surety. Each Guarantor Holdings expressly authorizes the Collateral Agent, in accordance with the Credit Agreement and applicable law, Secured Parties to take and hold security for the payment and performance of the Loan Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its their sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Loan Obligations, all without affecting the obligations of any Guarantor Holdings hereunder. (b) To the fullest extent permitted by applicable law, each Guarantor Holdings waives any defense (other than payment or performance of the Loan Obligations (other than contingent obligations), in full) based on or arising out of any defense of the Borrower or any other Grantor Loan Party or the unenforceability of the Loan Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other GrantorLoan Party, other than the occurrence payment in full in cash or immediately available funds of all the Termination DateObligations (other than contingent or unliquidated obligations or liabilities). The Collateral Agent and the other Loan Secured Parties may, in accordance with the Credit Agreement and applicable law, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Loan Obligations, make any other accommodation with the Borrower or any other Grantor Loan Party or exercise any other right or remedy available to them against the Borrower or any other GrantorLoan Party, without affecting or impairing in any way the liability of any Guarantor Holdings hereunder except to the extent the Termination Date has occurredObligations (other than contingent or unliquidated obligations or liabilities) have been paid in full in cash or immediately available funds. To the fullest extent permitted by applicable law, each Guarantor Holdings waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor Holdings against the Borrower or any other GrantorLoan Party, as the case may be, or any security.

No Limitations, Etc. (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided for in Section 7.147.15, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, 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 Loan Guaranteed Obligations or otherwiseotherwise (other than defense of payment or performance). Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder hereunder, to the 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 Collateral Administrative Agent or any other Loan Secured Guaranteed Party to assert any claim or demand or to exercise or enforce any right or remedy under the provisions of any Loan Document or otherwise, ; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document (other than pursuant to the terms of a waiver, amendment, modification or release of this Agreement in accordance with the terms hereof) or any other agreement, including with respect to the release of any other Guarantor under this Agreement and so long as any such amendment, modification or waiver of any Loan Document is made in accordance with Section 9.08 of the Credit Agreement, ; (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, or the exchange, substitution, release or any impairment of, any security held by the Collateral Administrative Agent or any other Loan Secured Guaranteed Party for the Loan Guaranteed Obligations, ; (iv) any default, failure or delay, willful or otherwise, in the performance of the Loan Guaranteed Obligations, or ; (v) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the occurrence payment in full in cash or immediately available funds of all the Guaranteed Obligations), (vi) any illegality, lack of validity or enforceability of any Guaranteed Obligation, (vii) any change in the corporate existence, structure or ownership of the Termination Date)Borrowers, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrowers or their assets or any resulting release or discharge of any Guaranteed Obligation, (viii) the existence of any claim, set-off or other rights that the Guarantors may have at any time against the Borrowers, the Administrative Agent, or any other corporation or 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 without limitation, any statute of limitations) or any existence of or reliance on any representation by the Administrative Agent that might otherwise constitute a defense to, or a legal or equitable discharge of, the Borrowers or the Guarantors or any other guarantor or surety. Each Guarantor expressly authorizes the Collateral Agent, in accordance with the Credit Agreement and applicable law, Guaranteed Parties to take and hold security for the payment and performance of the Loan Guaranteed Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its their sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Loan Guaranteed Obligations, all without affecting the obligations of any Guarantor hereunder. (b) To the fullest extent permitted by applicable law, each Guarantor waives any defense (other than payment or performance of the Loan Obligations (other than contingent obligations), in full) based on or arising out of any defense of the any Borrower or any other Grantor Loan Party or the unenforceability of the Loan Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the any Borrower or any other GrantorLoan Party, other than the occurrence payment in full in cash or immediately available funds of all the Termination DateGuaranteed Obligations (other than contingent or unliquidated obligations or liabilities). The Collateral Administrative Agent and the other Loan Secured Guaranteed Parties may, in accordance with the Credit Agreement and applicable law, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Loan Guaranteed Obligations, make any other accommodation with the any Borrower or any other Grantor Loan Party or exercise any other right or remedy available to them against the any Borrower or any other GrantorLoan Party, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Termination Date has occurredGuaranteed Obligations (other than contingent or unliquidated obligations or liabilities) have been paid in full in cash or immediately available funds. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the any Borrower or any other GrantorLoan Party, as the case may be, or any security.

No Limitations, Etc. (a) Except for termination of a GuarantorGrantor’s obligations hereunder as expressly provided in Section 7.147.13, the obligations of each Guarantor Grantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, 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 Loan Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor Grantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Agent Trustee or any other Loan First-Lien Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Loan Financing Document or otherwise, (ii) any rescission, waiver, amendment or modification of, or any release from of any of the terms or provisions of, of any Loan Financing Document (other than pursuant to the terms of a waiver, amendment, modification or release of this Agreement in accordance with the terms hereof) or any other agreement, including with respect to the release of any other Guarantor Grantor under this Agreement and so long as any such amendment, modification or waiver of any Loan Document is made in accordance with Section 9.08 of the Credit Agreement, (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, any security held by the Collateral Agent Trustee or any other Loan First-Lien Secured Party for the Loan ObligationsGuaranteed Obligations or any of them, (iv) any default, failure or delay, willful or otherwise, in the performance of the Loan Guaranteed Obligations, or (v) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor Grantor or otherwise operate as a discharge of any Guarantor Grantor as a matter of law or equity (other than the occurrence Discharge of Obligations in accordance with the Termination DateIntercreditor Agreement). Each Guarantor Grantor expressly authorizes the Collateral Agent, in accordance with the Credit Agreement and applicable law, Trustee to take and hold security for the payment and performance of the Loan Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Loan ObligationsGuaranteed Obligations in accordance with the terms of the Credit Agreement, any Other Credit Agreement, any Reimbursement Agreement and the other Financing Documents, all without affecting the obligations of any Guarantor Grantor hereunder. (b) To the fullest extent permitted by applicable law, each Guarantor Grantor waives any defense (other than payment or performance of the Loan Obligations (other than contingent obligations), in full) based on or arising out of any defense of the Borrower or any other Grantor Credit Party or the unenforceability of the Loan Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other GrantorCredit Party, other than the occurrence Discharge of the Termination Date. The Collateral Agent and the other Loan Secured Parties may, Obligations in accordance with the Credit Agreement Intercreditor Agreement. To the extent an Event of Default shall have occurred and applicable lawbe continuing, the Collateral Trustee and the other First-Lien Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Loan Guaranteed Obligations, make any other accommodation with the Borrower or any other Grantor Credit Party or exercise any other right or remedy available to them against the Borrower or any other GrantorCredit Party, without affecting or impairing in any way the liability of any Guarantor Grantor hereunder except to the extent of a Discharge of Obligations in accordance with the Termination Date has occurredIntercreditor Agreement. To the fullest extent permitted by applicable law, each Guarantor Grantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor Grantor against the Borrower or any other GrantorCredit Party, as the case may be, or any security.