Common use of No Reduction or Defense Clause in Contracts

No Reduction or Defense. The obligations of the Guarantor under this Guaranty, and the rights of any Noteholder to enforce such obligations by any proceedings, whether by action at law, suit in equity or otherwise, shall not be subject to any reduction, limitation, impairment or termination, whether by reason of any claim of any character whatsoever or otherwise, including, without limitation, claims of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense (other than any defense based upon the irrevocable payment and performance in full of the obligations of the Company under the Note Purchase Agreement and the Notes), set-off, counterclaim, recoupment or termination whatsoever. Without limiting the generality of the foregoing, no obligations of the Guarantor shall be discharged or impaired by: (a) any default (including, without limitation, any Default or Event of Default), failure or delay, willful or otherwise, in the performance of any obligations by the Guarantor, the Company, any Subsidiary or any of their respective Affiliates; (b) any proceeding of, or involving, the Company, the Guarantor or any other Subsidiary under any bankruptcy law, or any merger, consolidation, reorganization, dissolution, liquidation, sale of assets or winding-up or change in corporate or limited liability company, as applicable, constitution or corporate or limited liability company, as applicable, identity or loss of corporate or limited liability company, as applicable, identity of the Company, the Guarantor any of the other Subsidiaries or any of their respective Affiliates; (c) any incapacity or lack of power, authority or legal personality of, or dissolution or change in the members or status of, the Company or any other Person; (d) impossibility or illegality of performance on the part of the Company under the Notes, the Note Purchase Agreement or any other instruments or agreements; (e) the invalidity, irregularity or unenforceability of the Notes, the Note Purchase Agreement or any other instruments or agreements; (f) in respect of the Company or any other Person, any change in law or change of circumstances, whether or not foreseen or foreseeable, whether or not imputable to the Company or any other Person, or other impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), terrorist activities, civil commotions, acts of God or the public enemy, delays or failure of suppliers or carriers, inability to obtain materials or any other causes affecting performance, or any other force majeure, whether or not beyond the control of the Company or any other Person and whether or not of the kind hereinbefore specified; (g) any attachment, claim, demand, charge, Lien, order, process or any other happening or event or reason, similar or dissimilar to the foregoing, or any withholding or diminution at the source, by reason of any taxes, assessments, expenses, indebtedness, obligations or liabilities of any character, foreseen or unforeseen, and whether or not valid, incurred by or against any Person, corporation or entity, or any claims, demands, charges or Liens of any nature, foreseen or unforeseen, incurred by any Person, or against any sums payable under the Note Purchase Agreement or the Notes, so that such sums would be rendered inadequate or would be unavailable to make the payments herein provided; or (h) any order, judgment, decree, ruling or regulation (whether or not valid) of any court of any nation or of any political subdivision thereof or any Governmental Authority, or any other action, happening, event or reason whatsoever which shall delay, interfere with, hinder or prevent, or in any way adversely affect, the performance by the Company of any of its obligations under the Note Purchase Agreement or the Notes.

No Reduction or Defense. The obligations of the Guarantor Subsidiary Guarantors under this GuarantyGuarantee, and the rights of any Noteholder to enforce such obligations by any proceedings, whether by action at law, suit in equity or otherwise, shall not be subject to any reduction, limitation, impairment or termination, whether by reason of any claim of any character whatsoever or otherwise, including, without limitation, claims of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense (other than any defense based upon the irrevocable payment and performance in full of the obligations of the Company Issuers under the Note Purchase Agreement and the Notes), set-off, counterclaim, recoupment or termination whatsoever. Without limiting the generality of the foregoing, no the obligations of the Guarantor Subsidiary Guarantors shall not be discharged or impaired by: (a) any default (including, without limitation, any Default or Event of Default), failure or delay, willful or otherwise, in the performance of any obligations by the any Subsidiary Guarantor, the Companyany Issuer, any Subsidiary or any of their respective Affiliates; (b) any proceeding of, or involving, the Companyany Issuer, the any Subsidiary Guarantor or any other Subsidiary under any bankruptcy law, or any merger, consolidation, reorganization, dissolution, liquidation, sale of assets or winding-up or change in corporate or limited liability company, as applicable, constitution or corporate or limited liability company, as applicable, identity or loss of corporate or limited liability company, as applicable, identity of the Companyany Issuer, the any Subsidiary Guarantor any of the other Subsidiaries or any of their respective Affiliates; (c) any incapacity or lack of power, authority or legal personality of, or dissolution or change in the members or status of, the Company any Issuer or any other Person; (d) impossibility or illegality of performance on the part of the Company any Issuer under the Notes, the Note Purchase Agreement Agreement, any other Financing Document or any other instruments or agreements; (e) the invalidity, irregularity or unenforceability of the Notes, the Note Purchase Agreement Agreement, any other Financing Document or any other instruments or agreements; (f) in respect of the Company any Issuer or any other Person, any change in law or change of circumstances, whether or not foreseen or foreseeable, whether or not imputable to the Company any Issuer or any other Person, or other impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), terrorist activities, civil commotions, acts of God or the public enemy, delays or failure of suppliers or carriers, inability to obtain materials or any other causes affecting performance, or any other force majeure, whether or not beyond the control of the Company any Issuer or any other Person and whether or not of the kind hereinbefore specified; (g) any attachment, claim, demand, charge, Lien, order, process or any other happening or event or reason, similar or dissimilar to the foregoing, or any withholding or diminution at the source, by reason of any taxes, assessments, expenses, indebtedness, obligations or liabilities of any character, foreseen or unforeseen, and whether or not valid, incurred by or against any Person, corporation or entity, or any claims, demands, charges or Liens of any nature, foreseen or unforeseen, incurred by any Person, or against any sums payable under the Note Purchase Agreement Agreement, the Notes or the Notesany other Financing Document, so that such sums would be rendered inadequate or would be unavailable to make the payments herein provided; or (h) any order, judgment, decree, ruling or regulation (whether or not valid) of any court of any nation or of any political subdivision thereof or any Governmental Authority, or any other action, happening, event or reason whatsoever which shall delay, interfere with, hinder or prevent, or in any way adversely affect, the performance by the Company any Issuer of any of its obligations under the Note Purchase Agreement Agreement, the Notes or the Notesany other Financing Document.

No Reduction or Defense. The obligations of the Guarantor Company under this GuarantyAgreement, and the rights of any Noteholder holder of Notes to enforce such obligations by any proceedings, whether by action at law, suit in equity or otherwise, shall not be subject to any reduction, limitation, impairment or termination, whether by reason of any claim of any character whatsoever or otherwiseotherwise (other than payment in full of all amounts owing hereunder or under the Notes), including, without limitation, claims of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense (other than any defense based upon the irrevocable payment and performance in full of the obligations of the Company under the Note Purchase this Agreement and the Notes), set-off, counterclaim, recoupment or termination whatsoever. Without limiting the generality of the foregoing, no the obligations of the Guarantor Company shall not be discharged or impaired by: (a) any default (including, without limitation, any Default or Event of Default), failure or delay, willful or otherwise, in the performance of any obligations by the Guarantor, the Company, any Issuer Subsidiary or any of their its respective Subsidiaries or Affiliates; (b) any proceeding of, or involving, the Company, the Guarantor or any other Issuer Subsidiary under any bankruptcy lawBankruptcy Law, or any merger, consolidation, reorganization, dissolution, liquidation, sale of assets or winding-winding up or change in corporate or limited liability company, as applicable, constitution or corporate or limited liability company, as applicable, identity or loss of corporate or limited liability company, as applicable, identity of the Company, the Guarantor any of the other Subsidiaries Issuer Subsidiary or any of their respective its Subsidiaries or Affiliates; (c) any incapacity or lack of power, authority or legal personality of, or dissolution or change in the members directors, stockholders or status of, the Company any Issuer Subsidiary or any of its Subsidiaries or any other PersonPerson (other than the Company); (d) impossibility or illegality of performance on the part of the Company any Issuer Subsidiary under this Agreement or the Notes, the Note Purchase Agreement or any other instruments or agreements; (e) the invalidity, irregularity or unenforceability of the Notes, the Note Purchase this Agreement or any other instruments documents referred to therein or agreementsherein; (f) in respect of the Company or any other PersonIssuer Subsidiary, any change in law or change of circumstances, whether or not foreseen or foreseeable, whether or not imputable to the Company or any other PersonIssuer Subsidiary, or other impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), terrorist activities, civil commotions, acts of God or the public enemy, delays or failure of suppliers or carriers, inability to obtain materials or any other causes affecting performance, or any other force majeure, whether or not beyond the control of the Company or any other Person Issuer Subsidiary and whether or not of the kind hereinbefore specified; (g) any attachment, claim, demand, charge, Lien, order, process process, encumbrance or any other happening or event or reason, similar or dissimilar to the foregoing, or any withholding or diminution at the source, by reason of any taxes, assessments, expenses, indebtedness, obligations or liabilities of any character, foreseen or unforeseen, and whether or not valid, incurred by or against any Person, corporation or entity, or any claims, demands, charges charges, Liens or Liens encumbrances of any nature, foreseen or unforeseen, incurred by any Person, or against any sums payable under the Note Purchase this Agreement or the Notes, so that such sums would be rendered inadequate or would be unavailable to make the payments herein provided; or (h) any order, judgment, decree, ruling or regulation (whether or not valid) of any court of any nation or of any political subdivision thereof governmental authority or any Governmental Authorityagency thereof, or any other action, happening, event or reason whatsoever which shall delay, interfere with, hinder or prevent, or in any way adversely affect, the performance by the Company of any Issuer Subsidiary of its obligations under the Note Purchase this Agreement or the Notes, as the case may be.

No Reduction or Defense. The obligations of the Guarantor Company under this GuarantyAgreement, and the rights of any Noteholder holder of Notes to enforce such obligations by any proceedings, whether by action at law, suit in equity or otherwise, shall not be subject to any reduction, limitation, impairment or termination, whether by reason of any claim of any character whatsoever or otherwiseotherwise (other than payment in full of all amounts owing hereunder or under the Notes), including, without limitation, claims of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense (other than any defense based upon the irrevocable payment and performance in full of the obligations of the Company under the Note Purchase this Agreement and the Notes), set-off, counterclaim, recoupment or termination whatsoever. Without limiting the generality of the foregoing, no the obligations of the Guarantor Company shall not be discharged or impaired by: (a) any default (including, without limitation, any Default or Event of Default), failure or delay, willful or otherwise, in the performance of any obligations by the Guarantor, the Company, any Issuer Subsidiary or any of their its respective Subsidiaries or Affiliates; (b) any proceeding of, or involving, the Company, the Guarantor or any other Issuer Subsidiary under any bankruptcy lawBankruptcy Law, or any merger, consolidation, reorganization, dissolution, liquidation, sale of assets or winding-winding up or change in corporate (or limited liability company, as applicable, other) constitution or corporate (or limited liability company, as applicable, other) identity or loss of corporate (or limited liability company, as applicable, other) identity of the Company, the Guarantor any of the other Subsidiaries Issuer Subsidiary or any of their respective its Subsidiaries or Affiliates; (c) any incapacity or lack of power, authority or legal personality of, or dissolution or change in the members directors, stockholders or status of, the Company any Issuer Subsidiary or any of its Subsidiaries or any other PersonPerson (other than the Company); (d) impossibility or illegality of performance on the part of the Company any Issuer Subsidiary under this Agreement or the Notes, the Note Purchase Agreement or any other instruments or agreements; (e) the invalidity, irregularity or unenforceability of the Notes, the Note Purchase this Agreement or any other instruments documents referred to therein or agreementsherein; (f) in respect of the Company or any other PersonIssuer Subsidiary, any change in law or change of circumstances, whether or not foreseen or foreseeable, whether or not imputable to the Company or any other PersonIssuer Subsidiary, or other impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), terrorist activities, civil commotions, acts of God or the public enemy, delays or failure of suppliers or carriers, inability to obtain materials or any other causes affecting performance, or any other force majeure, whether or not beyond the control of the Company or any other Person Issuer Subsidiary and whether or not of the kind hereinbefore specified; (g) any attachment, claim, demand, charge, Lien, order, process process, encumbrance or any other happening or event or reason, similar or dissimilar to the foregoing, or any withholding or diminution at the source, by reason of any taxes, assessments, expenses, indebtedness, obligations or liabilities of any character, foreseen or unforeseen, and whether or not valid, incurred by or against any Person, corporation or entity, or any claims, demands, charges charges, Liens or Liens encumbrances of any nature, foreseen or unforeseen, incurred by any Person, or against any sums payable under the Note Purchase this Agreement or the Notes, so that such sums would be rendered inadequate or would be unavailable to make the payments herein provided; or (h) any order, judgment, decree, ruling or regulation (whether or not valid) of any court of any nation or of any political subdivision thereof governmental authority or any Governmental Authorityagency thereof, or any other action, happening, event or reason whatsoever which shall delay, interfere with, hinder or prevent, or in any way adversely affect, the performance by the Company of any Issuer Subsidiary of its obligations under the Note Purchase this Agreement or the Notes, as the case may be.

No Reduction or Defense. The obligations of the each Subsidiary Guarantor under this Guaranty, and the rights of any Noteholder to enforce such obligations by any proceedings, whether by action at law, suit in equity or otherwise, shall not be subject to any reduction, limitation, impairment or termination, whether by reason of any claim of any character whatsoever or otherwise, including, without limitation, claims of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense (other than any defense based upon the irrevocable payment and performance in full of the obligations of the Company under the Note Purchase Agreement and the Notes), set-off, counterclaim, recoupment or termination whatsoever. Without limiting the generality of the foregoing, no obligations of the any Subsidiary Guarantor shall be discharged or impaired by: (a) any default (including, without limitation, any Default or Event of Default), failure or delay, willful or otherwise, in the performance of any obligations by the any Subsidiary Guarantor, the Company, any Subsidiary or any of their respective Affiliates; (b) any proceeding of, or involving, the Company, the any other Subsidiary Guarantor or any other Subsidiary under any bankruptcy law, or any merger, consolidation, reorganization, dissolution, liquidation, sale of assets or winding-up or change in corporate or limited liability company, as applicable, constitution or corporate or limited liability company, as applicable, identity or loss of corporate or limited liability company, as applicable, identity of the Company, the Guarantor any of the other Subsidiaries Subsidiary Guarantor, any Subsidiary or any of their respective Affiliates; (c) any incapacity or lack of power, authority or legal personality of, or dissolution or change in the members or status of, the Company or any other Person; (d) impossibility or illegality of performance on the part of the Company under the Notes, the Note Purchase Agreement or any other instruments or agreements; (e) the invalidity, irregularity or unenforceability of the Notes, the Note Purchase Agreement or any other instruments or agreements; (f) in respect of the Company or any other Person, any change in law or change of circumstances, whether or not foreseen or foreseeable, whether or not imputable to the Company or any other Person, or other impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), terrorist activities, civil commotions, acts of God or the public enemy, delays or failure of suppliers or carriers, inability to obtain materials or any other causes affecting performance, or any other force majeure, whether or not beyond the control of the Company or any other Person and whether or not of the kind hereinbefore specified; (g) any attachment, claim, demand, charge, Lien, order, process or any other happening or event or reason, similar or dissimilar to the foregoing, or any withholding or diminution at the source, by reason of any taxes, assessments, expenses, indebtedness, obligations or liabilities of any character, foreseen or unforeseen, and whether or not valid, incurred by or against any Person, corporation or entity, or any claims, demands, charges or Liens of any nature, foreseen or unforeseen, incurred by any Person, or against any sums payable under the Note Purchase Agreement or the Notes, so that such sums would be rendered inadequate or would be unavailable to make the payments herein provided; or (h) any order, judgment, decree, ruling or regulation (whether or not valid) of any court of any nation or of any political subdivision thereof or any Governmental Authority, or any other action, happening, event or reason whatsoever which shall delay, interfere with, hinder or prevent, or in any way adversely affect, the performance by the Company of any of its obligations under the Note Purchase Agreement or the Notes.

No Reduction or Defense. 3.2.1 The Secured Party, may at any time and from time to time without the consent of or notice to the Guarantor, without incurring responsibility to the Guarantor, without impairing or releasing the obligations of the Guarantor under this Guarantyhereunder, upon or without any terms or conditions and in whole or in part: (i) change the manner, place and terms of payment or change or extend the time of payment of, renew, or alter any obligation of the Borrower or any obligations (including any hereunder) incurred directly or indirectly in respect hereof or in any manner modify, amend or supplement the terms of the Loan Agreement or any documents, instruments or agreements executed in connection therewith (other than any document to which the Guarantor is a party), and the guarantee herein undertaken shall apply to the obligations of the Borrower as changed, extended, renewed, modified, amended, supplemented or altered in any manner; (ii) exercise or refrain from exercising any rights of any Noteholder to enforce such obligations by any proceedings, against the Borrower or others (including the Guarantor) whether by action at law, suit in equity under the Transaction Documents or otherwise, shall not be subject to or otherwise act or refrain from acting; (iii) release any reductionother guarantor or other Person from its obligations under the Loan Agreement or any of the Security Documents without obtaining the consent of the Guarantor and without affecting or impairing the obligations of the Guarantor hereunder; (v) sell, limitation, impairment or termination, whether by reason of any claim of any character whatsoever or otherwise, including, without limitation, claims of waiverexchange, release, surrender, alteration realize upon or compromiseotherwise deal with in any manner or in any order any property or assets by whomsoever pledged, and shall not be subject transferred, or assigned to secure or howsoever securing the liabilities or obligations (including any defense of those hereunder) incurred directly or indirectly in respect thereof or hereof and/or any offset thereagainst; (other than vi) apply any defense based upon the irrevocable payment and performance in full of sums by whomsoever paid or howsoever realized to the obligations of the Company Borrower under the Note Purchase Agreement and the Notes), set-off, counterclaim, recoupment or termination whatsoever. Without limiting the generality of the foregoing, no obligations of the Guarantor shall be discharged or impaired by:Loan Agreement; (avii) consent to or waive any breach of, or any act, omission or default (including, without limitation, any Default or Event of Default), failure or delay, willful or otherwise, in the performance of any obligations by the Guarantorunder, the Company, any Subsidiary Loan Agreement or any of their respective Affiliates; (b) any proceeding of, or involving, the Company, the Guarantor or any other Subsidiary under any bankruptcy law, or any merger, consolidation, reorganization, dissolution, liquidation, sale of assets or winding-up or change in corporate or limited liability company, as applicable, constitution or corporate or limited liability company, as applicable, identity or loss of corporate or limited liability company, as applicable, identity of the Company, the Guarantor any of the other Subsidiaries or any of their respective Affiliates; (c) any incapacity or lack of power, authority or legal personality of, or dissolution or change in the members or status of, the Company or any other Person; (d) impossibility or illegality of performance on the part of the Company under the Notes, the Note Purchase Agreement or any such other instruments or agreements;; and/or (eviii) act or fail to act in any manner referred to in this Agreement which may deprive the Guarantor of any right it may otherwise have had to subrogation or reimbursement against the Borrower or any other Person to recover full indemnity for any payments made pursuant to this Agreement. 3.2.2 No invalidity, irregularity or unenforceability of the Notes, the Note Purchase Agreement any or any other instruments or agreements; (f) in respect all of the Company or any other Personobligations hereby guaranteed shall affect, any change in law or change of circumstances, whether or not foreseen or foreseeable, whether or not imputable to the Company or any other Personimpair, or other impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), terrorist activities, civil commotions, acts of God or the public enemy, delays or failure of suppliers or carriers, inability be a defense to obtain materials or any other causes affecting performance, or any other force majeure, whether or not beyond the control of the Company or any other Person and whether or not of the kind hereinbefore specified; (g) any attachment, claim, demand, charge, Lien, order, process or any other happening or event or reason, similar or dissimilar to the foregoing, or any withholding or diminution at the source, by reason of any taxes, assessments, expenses, indebtedness, obligations or liabilities of any character, foreseen or unforeseen, and whether or not valid, incurred by or against any Person, corporation or entity, or any claims, demands, charges or Liens of any nature, foreseen or unforeseen, incurred by any Person, or against any sums payable under the Note Purchase Agreement or the Notes, so that such sums would be rendered inadequate or would be unavailable to make the payments herein provided; or (h) any order, judgment, decree, ruling or regulation (whether or not valid) of any court of any nation or of any political subdivision thereof or any Governmental Authority, or any other action, happening, event or reason whatsoever which shall delay, interfere with, hinder or prevent, or in any way adversely affect, the performance by the Company of any of its obligations under the Note Purchase Agreement or the Notesthis Agreement.

No Reduction or Defense. The obligations of the Guarantor under this GuarantyAgreement, and the rights of any Noteholder holder to enforce such obligations by any proceedings, whether by action at law, suit in equity or otherwise, shall not be subject to any reduction, limitation, impairment or terminationtermination (except as set forth in Section 1.22), whether by reason of any claim of any character whatsoever or otherwise, including, without limitation, claims of waiver, releaserelease (except as set forth in Section 1.22), surrender, alteration or compromise, and shall not be subject to any defense (other than any defense based upon the irrevocable payment and performance in full of the obligations of the Company under the Amended and Restated Note Purchase Agreement and the Notes), set-off, counterclaim, recoupment or termination whatsoeverwhatsoever (except as set forth in Section 1.22). Without limiting the generality of the foregoing, no the obligations of the Guarantor shall not be discharged or impaired by: (a) any default (including, without limitation, any Default or Event of Default), failure or delay, willful or otherwise, in the performance of any obligations by the Guarantor, the Company, any Subsidiary Company or any of their respective Subsidiaries or Affiliates; (b) any proceeding of, or involving, the Company, the Guarantor Company or any other Subsidiary of its Subsidiaries under any bankruptcy lawInsolvency Law, or any merger, consolidation, amalgamation, reorganization, dissolution, liquidation, sale of assets or winding-winding up or change in corporate or limited liability company, as applicable, constitution or corporate or limited liability company, as applicable, identity or loss of corporate or limited liability company, as applicable, identity of the Company, the Guarantor any of the other Subsidiaries Company or any of their respective its Subsidiaries or Affiliates; (c) any incapacity or lack of power, authority or legal personality of, or dissolution or change in the members or status of, the Company or any of its Subsidiaries or any other Person; (d) impossibility or illegality of performance on the part of the Company under the Notes, the Amended and Restated Note Purchase Agreement or the Notes or on the part of any other instruments or agreementsSubsidiary Guarantor under any other Subsidiary Guarantee; (e) the invalidity, irregularity or unenforceability of the Notes, the Amended and Restated Note Purchase Agreement Agreement, any other Subsidiary Guarantee, or any other instruments documents referred to therein or agreementsherein; (f) in respect of the Company or any other Personof its Subsidiaries, any change in law or change of circumstances, whether or not foreseen or foreseeable, whether or not imputable to the Company or any other Personsuch Subsidiary, or other impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), terrorist activities, civil commotions, acts of God or the public enemy, delays or failure of suppliers or carriers, inability to obtain materials or any other causes affecting performance, or any other force majeure, whether or not beyond the control of the Company or any other Person such Subsidiary and whether or not of the kind hereinbefore specified; (g) any attachment, claim, demand, charge, Lien, order, process process, encumbrance or any other happening or event or reason, similar or dissimilar to the foregoing, or any withholding or diminution at the source, by reason of any taxes, assessments, expenses, indebtedness, obligations or liabilities of any character, foreseen or unforeseen, and whether or not valid, incurred by or against any Person, corporation or entity, or any claims, demands, charges charges, Liens or Liens encumbrances of any nature, foreseen or unforeseen, incurred by any Person, or against any sums payable under the Amended and Restated Note Purchase Agreement or Agreement, the Notes, this Agreement, or any other Subsidiary Guarantee, so that such sums would be rendered inadequate or would be unavailable to make the payments herein provided; or (h) any order, judgment, decree, ruling or regulation (whether or not valid) of any court of any nation or of any political subdivision thereof or any Governmental Authority, or any other action, happening, event or reason whatsoever which shall delay, interfere with, hinder or prevent, or in any way adversely affect, the performance by the Company or any other Subsidiary Guarantor of any of its their respective obligations under the Amended and Restated Note Purchase Agreement or the Notes, or the other Subsidiary Guaranties, as the case may be.

No Reduction or Defense. The obligations of the Guarantor Parent under this Guarantythe Parent Guarantee, and the rights of any Noteholder the holders of Notes to enforce such obligations by any proceedings, whether by action at law, suit in equity or otherwise, shall not not, to the full extent permitted by law, be subject to any reduction, limitation, impairment or termination, whether by reason of any claim of any character whatsoever or otherwise, including, including without limitation, limitation claims of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense (other than any defense based upon the irrevocable payment and performance in full of the obligations of the Company under the Note Purchase Agreement and the Notes)defense, set-offsetoff, counterclaim, recoupment recoupment, discharge or termination whatsoever. Without limiting the generality of the foregoing, no the obligations of the Guarantor Parent shall not, to the full extent permitted by law, be discharged or impaired by: (ai) any default (including, without limitation, any Default or Event of Default)default, failure or delay, willful or otherwise, in the performance of any obligations by the Guarantor, the Company, Company or any Subsidiary or any of their respective AffiliatesGuarantor; (bii) any creditors' rights, bankruptcy, receivership, conservatorship, moratorium or other insolvency proceeding of, of the Company or involving, the Company, the Guarantor or any other Subsidiary under any bankruptcy law, Parent or any merger, consolidation, reorganization, rearrangement, dissolution, liquidation, sale of assets liquidation or winding-winding up or change in corporate or limited liability company, as applicable, constitution or corporate or limited liability company, as applicable, identity or loss of corporate or limited liability company, as applicable, identity of the Company, the Guarantor any of the other Subsidiaries Parent or any of their respective AffiliatesSubsidiary Guarantor; (c) any incapacity or lack of power, authority or legal personality of, or dissolution or change in the members or status of, the Company or any other Person; (diii) impossibility or illegality of performance on the part of the Company or any Subsidiary Guarantor, under the Notesthis Agreement, the Note Purchase Agreement Other Agreements, the Notes or any other instruments or agreementsthe Subsidiary Guarantees; (eiv) the invalidity, irregularity or unenforceability of the Notes, this Agreement, the Note Purchase Agreement other Agreements or the Subsidiary Guarantees or any other instruments documents referred to therein or agreementsherein; (fv) in respect of the Company or the Parent or any other PersonSubsidiary Guarantor, any change in law or change of circumstances, whether or not foreseen or foreseeable, whether or not imputable to the Company Company, the Parent or any other PersonSubsidiary Guarantor, or other impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), terrorist activities, civil commotions, acts of God or the public enemy, delays or failure of suppliers or carriers, inability to obtain materials or any other causes affecting performance, or any other force majeure, whether or not beyond the control of the Company Company, the Parent or any other Person Subsidiary Guarantor and whether or not of the kind hereinbefore specified; (g) any attachment, claim, demand, charge, Lien, order, process or any other happening or event or reason, similar or dissimilar to the foregoing, or any withholding or diminution at the source, by reason of any taxes, assessments, expenses, indebtedness, obligations or liabilities of any character, foreseen or unforeseen, and whether or not valid, incurred by or against any Person, corporation or entity, or any claims, demands, charges or Liens of any nature, foreseen or unforeseen, incurred by any Person, or against any sums payable under the Note Purchase Agreement or the Notes, so that such sums would be rendered inadequate or would be unavailable to make the payments herein provided; or (hvi) any order, judgment, decree, ruling statute, ruling, rule or regulation (whether or not valid) of any court of any nation court, arbitrator or of any political subdivision thereof or any Governmental Authority, Authority or any other action, happening, event or reason whatsoever which shall delay, interfere with, hinder or prevent, or in any way adversely affect, the performance by the Company of any of its obligations under this Agreement, the Note Purchase Agreement Other Agreements or the Notes; or (vii) any attachment, claim, demand, charge, lien, order, process, encumbrance or any other happening or event or reason similar or dissimilar to the foregoing, or any withholding or diminution at the source (but only to the extent of the provisions of Section 11.6), by reason of any taxes, assessments, expenses, indebtedness, obligations or liabilities of any character, foreseen or unforeseen, and whether or not valid, incurred by or against any person, corporation or entity, or any claims, demands, charges, liens or encumbrances of any nature, foreseen or unforeseen, incurred by any person, or against any sums payable under the Parent Guarantee, so that such sums would be rendered inadequate or would be unavailable to make the payments herein provided.

No Reduction or Defense. The obligations of the each Subsidiary Guarantor under this GuarantySubsidiary Guarantee, and the rights of any Noteholder to enforce such obligations by any proceedings, whether by action at law, suit in equity or otherwise, shall not be subject to any reduction, limitation, impairment or termination, whether by reason of any claim of any character whatsoever or otherwise, including, without limitation, claims of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense (other than any defense based upon the irrevocable payment and performance in full of the obligations of the Company under the Note Purchase Agreement and the Notes)defense, set-off, counterclaim, recoupment or termination whatsoever. Without limiting the generality of the foregoing, no the obligations of the each Subsidiary Guarantor shall not be discharged or impaired by: (a) any default (including, without limitation, any Default or Event of Default)default, failure or delay, willful or otherwise, in the performance of any obligations by the Guarantor, the Company, any Subsidiary or any of their respective Affiliates; (b) any creditors' rights, bankruptcy, receivership or other insolvency proceeding of, or involving, of the Company, the Guarantor Company or any other Subsidiary under any bankruptcy law, Guarantor or any merger, consolidation, reorganization, dissolution, liquidation, sale of assets liquidation or winding-winding up or change in the corporate or limited liability company, as applicable, constitution or corporate or limited liability company, as applicable, identity or loss of corporate or limited liability company, as applicable, identity of the Company, the Guarantor any of the other Subsidiaries or any of their respective Affiliates; (c) any incapacity or lack of power, authority or legal personality of, or dissolution or change in the members or status of, the Company or any other PersonSubsidiary Guarantor; (dc) impossibility or illegality of performance on the part of the Company under the Notes, the Note Purchase and Guarantee Agreement or the Notes or any other instruments or agreementsSubsidiary Guarantor hereunder; (ed) the invalidity, irregularity or unenforceability of the Notes, the Note Purchase and Guarantee Agreement or any other instruments documents referred to therein or agreementsherein; (fe) in respect of the Company or any other Personsuch Subsidiary Guarantor, any change in law or change of circumstances, whether or not foreseen or foreseeable, whether or not imputable to the Company or any other Personsuch Subsidiary Guarantor, or other impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), terrorist activities, civil commotions, acts of God or the public enemy, delays or failure of suppliers or carriers, inability to obtain materials or any other causes affecting performance, or any other force majeure, whether or not beyond the control of the Company or any other Person such Subsidiary Guarantor and whether or not of the kind hereinbefore specified; (gf) any attachment, claim, demand, charge, Lienlien, order, process process, encumbrance or any other happening or event or reason, similar or dissimilar to the foregoing, or any withholding or diminution at the source, by reason of any taxes, assessments, expenses, indebtedness, obligations or liabilities of any character, foreseen or unforeseen, and whether or not valid, incurred by or against any Person, corporation or entity, or any claims, demands, charges charges, liens or Liens encumbrances of any nature, foreseen or unforeseen, incurred by any Person, or against any sums payable under the Note Purchase Agreement or the Notesthis Subsidiary Guarantee, so that such sums would be rendered inadequate or would be unavailable to make the payments herein provided; or (hg) any order, judgment, decree, ruling or regulation (whether or not valid) of any court of any nation or of any political subdivision thereof or any Governmental Authoritybody, agency, department, official or administrative or regulatory agency of any nation or any political subdivision thereof or any other action, happening, event or reason whatsoever which shall delay, interfere with, hinder or prevent, or in any way adversely affect, the performance by the Company or any Subsidiary Guarantor of any of its their respective obligations under or in connection with the Note Purchase and Guarantee Agreement or the Notes.

No Reduction or Defense. The obligations of the Guarantor Guarantors under this GuarantyAgreement, and the rights of any Noteholder holder of Notes to enforce such obligations by any proceedings, whether by action at law, suit in equity or otherwise, shall not be subject to any reduction, limitation, impairment or termination, whether by reason of any claim of any character whatsoever or otherwiseotherwise (other than payment in full of all amounts owing hereunder or under the Notes), including, without with limitation, claims of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense (other than any defense based upon the irrevocable payment and performance in full of the obligations of the Company and the Guarantors under the Note Purchase this Agreement and the Notes), set-off, counterclaim, recoupment or termination whatsoever. Without limiting the generality of the foregoing, no the obligations of the Guarantor Guarantors shall not be discharged or impaired by: (ai) any default (including, without limitation, any Default or Event of Default), failure or delay, willful or otherwise, in the performance of any obligations by the Company or any Guarantor, the Company, any Subsidiary or any of their respective Subsidiaries or Affiliates; (bii) any proceeding of, or involving, the CompanyCompany or Guarantor, the Guarantor or any other Subsidiary of their respective Subsidiaries or Affiliates under any bankruptcy lawBankruptcy Law, or any merger, consolidation, reorganization, dissolution, liquidation, sale of assets or winding-winding up or change in corporate or limited liability company, as applicable, constitution or corporate or limited liability company, as applicable, identity or loss of corporate or limited liability company, as applicable, identity of the CompanyCompany or Guarantor, the Guarantor or any of the other Subsidiaries or any of their respective Affiliates; (ciii) any incapacity or lack of power, authority or legal personality of, or dissolution or change in the members directors, stockholders or status of, the Company or any Guarantor, or any of their Subsidiaries or Affiliates or any other Person; (div) impossibility or illegality of performance on the part of the Company or any Guarantor under this Agreement or the Notes, the Note Purchase Agreement or any other instruments or agreements; (ev) the invalidity, irregularity or unenforceability of the Notes, the Note Purchase this Agreement or any other instruments documents referred to therein or agreementsherein; (fvi) in respect of the Company or any other PersonGuarantor, or any of their Subsidiaries or Affiliates, any change in law or change of circumstances, whether or not foreseen or foreseeable, whether or not imputable to the Company or any other PersonGuarantor, or other any such Subsidiary or Affiliate, or impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), terrorist activities, civil commotions, acts of God or the public enemy, delays or failure of suppliers or carriers, inability to obtain materials or any other causes affecting performance, or any other force majeure, whether or not beyond the control of the Company or any other Person Guarantor, or any of their Subsidiaries or Affiliates and whether or not of the kind hereinbefore herein before specified; (gvii) any attachment, claim, demand, charge, Lien, order, process process, encumbrance or any other happening or event or reason, similar or dissimilar to the foregoing, or any withholding or diminution at the source, by reason of any taxes, assessments, expenses, indebtedness, obligations or liabilities of any character, foreseen or unforeseen, and whether or not valid, incurred by or against any Person, corporation or entity, or any claims, demands, charges charges, Liens or Liens encumbrances of any nature, foreseen or unforeseen, incurred by any Person, or against any sums payable under the Note Purchase this Agreement or the Notes, so that such sums would be rendered inadequate or would be unavailable to make the payments herein provided; or (hviii) any order, judgment, decree, ruling or regulation (whether or not valid) of any court of any nation government authority or of any political subdivision thereof or any Governmental Authorityagency thereof, or any other action, happening, event or reason whatsoever which shall delay, interfere with, hinder or prevent, or in any way adversely affect, the performance by the Company or any Guarantor of any of its their respective obligations under the Note Purchase this Agreement or the Notes, as the case may be.

No Reduction or Defense. The obligations of the Guarantor Parent under this GuarantyAgreement, and the rights of any Noteholder holder to enforce such obligations by any proceedings, whether by action at law, suit in equity or otherwise, shall not be subject to any reduction, limitation, impairment or termination, whether by reason of any claim of any character whatsoever or otherwise, including, without limitation, claims of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense (other than any defense based upon the irrevocable payment and performance in full of the obligations of the Company under the Note Purchase Agreement and the Notesany Financing Document), set-off, counterclaim, recoupment or termination whatsoever; provided, that the foregoing shall not be deemed to limit the Parent from enforcing or pursuing any claim, defense, set-off, counterclaim, recoupment, termination, reduction, limitation, impairment or other right of the Parent as against such Parent's customers after the indefeasible payment in full of the Obligations. Without limiting the generality of the foregoing, no the obligations of the Guarantor Parent shall not be discharged or impaired by: (a) any default (including, without limitation, any Default or Event of Default), failure or delay, willful or otherwise, in the performance of any obligations by the GuarantorParent, the Company, any other Subsidiary or any of their respective Affiliates; (b) any proceeding of, or involving, the Company, the Guarantor Company or any other Subsidiary under any bankruptcy law, or any merger, consolidation, reorganization, dissolution, liquidation, sale of assets or winding-up or change in corporate or limited liability company, as applicable, constitution or corporate or limited liability company, as applicable, identity or loss of corporate or limited liability company, as applicable, identity of the Company, the Guarantor any of the other Subsidiaries or any of their respective Affiliates; (c) any incapacity or lack of power, authority or legal personality of, or dissolution or change in the members or status of, the Company or any other PersonPerson (other than the Parent); (d) impossibility or illegality of performance on the part of the Company under the Notes, the Note Purchase Agreement any Financing Document or any other instruments or agreements;; 57 (e) the invalidity, irregularity or unenforceability of the Notes, the Note Purchase Agreement any Financing Document or any other instruments or agreements; (f) in respect of the Company or any other Person, any change in law or change of circumstances, whether or not foreseen or foreseeable, whether or not imputable to the Company or any other Person, or other impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), terrorist activities, civil commotions, acts of God or the public enemy, delays or failure of suppliers or carriers, inability to obtain materials or any other causes affecting performance, or any other force majeure, whether or not beyond the control of the Company or any other Person and whether or not of the kind hereinbefore specified; (g) any attachment, claim, demand, charge, Lien, order, process or any other happening or event or reason, similar or dissimilar to the foregoing, or any withholding or diminution at the source, by reason of any taxes, assessments, expenses, indebtedness, obligations or liabilities of any character, foreseen or unforeseen, and whether or not valid, incurred by or against any Person, corporation or entity, or any claims, demands, charges charges, Liens or Liens encumbrances of any nature, foreseen or unforeseen, incurred by any Person, or against any sums payable under the Note Purchase Agreement or the Notes, any Financing Document so that such sums would be rendered inadequate or would be unavailable to make the payments herein provided; or (h) any order, judgment, decree, ruling or regulation (whether or not valid) of any court of any nation or of any political subdivision thereof or any Governmental Authority, or any other action, happening, event or reason whatsoever which shall delay, interfere with, hinder or prevent, or in any way adversely affect, the performance by the Company of any of its obligations under the Note Purchase Agreement or the Notesany Financing Document.

No Reduction or Defense. The obligations of the Guarantor under this Guaranty, and the rights of any Noteholder to enforce such obligations by any proceedings, whether by action at law, suit in equity or otherwise, shall not be subject to any reduction, limitation, impairment or termination, whether by reason of any claim of any character whatsoever or otherwise, including, without limitation, claims of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense (other than any defense based upon the irrevocable payment and performance in full of the obligations of the Company under the Note Purchase Agreement and the Notes), set-off, counterclaim, recoupment or termination whatsoever. Without limiting the generality of the foregoing, no obligations of the Guarantor shall be discharged or impaired by: (a) any default (including, without limitation, any Default or Event of Default), failure or delay, willful or otherwise, in the performance of any obligations by the Guarantor, the Company, any Subsidiary or any of their respective Affiliates; (b) any proceeding of, or involving, the Company, the Guarantor or any other Subsidiary under any bankruptcy law, or any merger, consolidation, reorganization, dissolution, liquidation, sale of assets or winding-up or change in corporate or limited liability company, as applicable, constitution or corporate or limited liability company, as applicable, identity or loss of corporate or limited liability company, as applicable, identity of the Company, the Guarantor any of the other Subsidiaries or any of their respective Affiliates; (c) any incapacity or lack of power, authority or legal personality of, or dissolution or change in the members or status of, the Company or any other Person; (d) impossibility or illegality of performance on the part of the Company under the Notes, the Note Purchase Agreement or any other instruments or agreements; (e) the invalidity, irregularity or unenforceability of the Notes, the Note Purchase Agreement or any other instruments or agreements; (f) in respect of the Company or any other Person, any change in law or change of circumstances, whether or not foreseen or foreseeable, whether or not imputable to the Company or any other Person, or other impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), terrorist activities, civil commotions, acts of God or the public enemy, delays or failure of suppliers or carriers, inability to obtain materials or any other causes affecting performance, or any other force majeure, whether or not beyond the control of the Company or any other Person and whether or not of the kind hereinbefore specified; (g) any attachment, claim, demand, charge, Lien, order, process or any other happening or event or reason, similar or dissimilar to the foregoing, or any withholding or diminution at the source, by reason of any taxes, assessments, expenses, indebtedness, obligations or liabilities of any character, foreseen or unforeseen, and whether or not valid, incurred by or against any Person, corporation or entity, or any claims, demands, charges or Liens of any nature, foreseen or unforeseen, incurred by any Person, or against any sums payable under the Note Purchase Agreement or the Notes, so that such sums would be rendered inadequate or would be unavailable to make the payments herein provided; or (h) any order, judgment, decree, ruling or regulation (whether or not valid) of any court of any nation or of any political subdivision thereof or any Governmental Authority, or any other action, happening, event or reason whatsoever which shall delay, interfere with, hinder or prevent, or in any way adversely affect, the performance by the Company of any of its obligations under the Note Purchase Agreement or the Notes.

No Reduction or Defense. The obligations of the Guarantor Guarantors under this GuarantyAgreement, and the rights of any Noteholder holder of Notes to enforce such obligations by any proceedings, whether by action at law, suit in equity or otherwise, shall not be subject to any reduction, limitation, impairment or termination, whether by reason of any claim of any character whatsoever or otherwiseotherwise (other than payment in full of all amounts owing hereunder or under the Notes), including, without with limitation, claims of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense (other than any defense based upon the irrevocable payment and performance in full of the obligations of the Company and the Guarantors under the Note Purchase this Agreement and the Notes), set-off, counterclaim, recoupment or termination whatsoever. Without limiting the generality of the foregoing, no the obligations of the Guarantor Guarantors shall not be discharged or impaired by: (ai) any default (including, without limitation, any Default or Event of Default), failure or delay, willful or otherwise, in the performance of any 44 obligations by the Company or any Guarantor, the Company, any Subsidiary or any of their respective Subsidiaries or Affiliates; (bii) any proceeding of, or involving, the CompanyCompany or Guarantor, the Guarantor or any other Subsidiary of their respective Subsidiaries or Affiliates under any bankruptcy lawBankruptcy Law, or any merger, consolidation, reorganization, dissolution, liquidation, sale of assets or winding-winding up or change in corporate or limited liability company, as applicable, constitution or corporate or limited liability company, as applicable, identity or loss of corporate or limited liability company, as applicable, identity of the CompanyCompany or Guarantor, the Guarantor or any of the other Subsidiaries or any of their respective Affiliates; (ciii) any incapacity or lack of power, authority or legal personality of, or dissolution or change in the members directors, stockholders or status of, the Company or any Guarantor, or any of their Subsidiaries or Affiliates or any other Person; (div) impossibility or illegality of performance on the part of the Company or any Guarantor under this Agreement or the Notes, the Note Purchase Agreement or any other instruments or agreements; (ev) the invalidity, irregularity or unenforceability of the Notes, the Note Purchase this Agreement or any other instruments documents referred to therein or agreementsherein; (fvi) in respect of the Company or any other PersonGuarantor, or any of their Subsidiaries or Affiliates, any change in law or change of circumstances, whether or not foreseen or foreseeable, whether or not imputable to the Company or any other PersonGuarantor, or other any such Subsidiary or Affiliate, or impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), terrorist activities, civil commotions, acts of God or the public enemy, delays or failure of suppliers or carriers, inability to obtain materials or any other causes affecting performance, or any other force majeure, whether or not beyond the control of the Company or any other Person Guarantor, or any of their Subsidiaries or Affiliates and whether or not of the kind hereinbefore herein before specified; (gvii) any attachment, claim, demand, charge, Lien, order, process process, encumbrance or any other happening or event or reason, similar or dissimilar to the foregoing, or any withholding or diminution at the source, by reason of any taxes, assessments, expenses, indebtedness, obligations or liabilities of any character, foreseen or unforeseen, and whether or not valid, incurred by or against any Person, corporation or entity, or any claims, demands, charges charges, Liens or Liens encumbrances of any nature, foreseen or unforeseen, incurred by any Person, or against any sums payable under the Note Purchase this Agreement or the Notes, so that such sums would be rendered inadequate or would be unavailable to make the payments herein provided; or (hviii) any order, judgment, decree, ruling or regulation (whether or not valid) of any court of any nation government authority or of any political subdivision thereof or any Governmental Authorityagency thereof, or any other action, happening, event or reason whatsoever which shall delay, interfere with, hinder or prevent, or in any way adversely affect, the performance by the Company or any Guarantor of any of its their respective obligations under the Note Purchase this Agreement or the Notes, as the case may be.

No Reduction or Defense. The obligations of the Guarantor Guarantors under this GuarantyAgreement, and the rights of any Noteholder holder of Notes to enforce such obligations by any proceedings, whether by action at law, suit in equity or otherwise, shall not be subject to any reduction, limitation, impairment or termination, whether by reason of any claim of any character whatsoever or otherwiseotherwise (other than payment in full of all amounts owing hereunder or under the Notes), including, without with limitation, claims of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense (other than any defense based upon the irrevocable payment and performance in full of the obligations of the Company and the Guarantors under the Note Purchase this Agreement and the Notes), set-off, counterclaim, recoupment or termination whatsoever. Without limiting the generality of the foregoing, no the obligations of the Guarantor Guarantors shall not be discharged or impaired by: (ai) any default (including, without limitation, any Default or Event of Default), failure or delay, willful or otherwise, in the performance of any obligations by the Company or any Guarantor, the Company, any Subsidiary or any of their respective Subsidiaries or Affiliates; (bii) any proceeding of, or involving, the Company, the Guarantor Company or any other Subsidiary Guarantor, or any of their respective Subsidiaries or Affiliates under any bankruptcy lawBankruptcy Law, or any merger, consolidation, reorganization, dissolution, liquidation, sale of assets or winding-winding up or change in corporate or limited liability company, as applicable, constitution or corporate or limited liability company, as applicable, identity or loss of corporate or limited liability company, as applicable, identity of the Company, the Guarantor any of the other Subsidiaries Company or any of their respective AffiliatesGuarantor, or any other Subsidiary or Affiliate; (ciii) any incapacity or lack of power, authority or legal personality of, or dissolution or change in the members directors, stockholders or status of, the Company or any Guarantor, or any other Subsidiary or Affiliate or any other Person; (div) impossibility or illegality of performance on the part of the Company or any Guarantor under this Agreement or the Notes, the Note Purchase Agreement or any other instruments or agreements; (ev) the invalidity, irregularity or unenforceability of the Notes, the Note Purchase this Agreement or any other instruments documents referred to therein or agreementsherein; (fvi) in respect of the Company or any other PersonGuarantor, or any Subsidiary or Affiliate, any change in law or change of circumstances, whether or not foreseen or foreseeable, whether or not imputable to the Company or any other PersonGuarantor, or other any Subsidiary or Affiliate, or impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), terrorist activities, civil commotions, acts of God or the public enemy, delays or failure of suppliers or carriers, inability to obtain materials or any other causes affecting performance, or any other force majeure, whether or not beyond the control of the Company or any other Person Guarantor, or any Subsidiary or Affiliate and whether or not of the kind hereinbefore specified; (gvii) any attachment, claim, demand, charge, Lien, order, process process, encumbrance or any other happening or event or reason, similar or dissimilar to the foregoing, or any withholding or diminution at the source, by reason of any taxes, assessments, expenses, indebtedness, obligations or liabilities of any character, foreseen or unforeseen, and whether or not valid, incurred by or against any Person, corporation or entity, or any claims, demands, charges charges, Liens or Liens encumbrances of any nature, foreseen or unforeseen, incurred by any Person, or against any sums payable under the Note Purchase this Agreement or the Notes, so that such sums would be rendered inadequate or would be unavailable to make the payments herein provided; or (hviii) any order, judgment, decree, ruling or regulation (whether or not valid) of any court of any nation government authority or of any political subdivision thereof or any Governmental Authorityagency thereof, or any other action, happening, event or reason whatsoever which shall delay, interfere with, hinder or prevent, or in any way adversely affect, the performance by the Company or any Guarantor of any of its their respective obligations under the Note Purchase this Agreement or the Notes, as the case may be.

No Reduction or Defense. The obligations of the Guarantor Guarantors under this GuarantyAgreement, and the rights of any Noteholder Holder of a Note to enforce such obligations by any proceedings, whether by action at law, suit in equity or otherwise, shall not be subject to any reduction, limitation, impairment or termination, whether by reason of any claim of any character whatsoever or otherwise, including, without limitation, claims of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense (other than any defense based upon the irrevocable payment and performance in full of the obligations of the Company under the Note Purchase Agreement and the Notes)defense, set-off, counterclaim, recoupment or termination whatsoever. Without limiting the generality of the foregoing, no the obligations of the Guarantor Guarantors shall not be discharged or impaired by: (a) any default (including, without limitation, any Default or Event of Default), failure or delay, willful or otherwise, in the performance of any obligations by the Guarantor, the Company, any Subsidiary or any of their respective Affiliates; (b) any creditors' rights, bankruptcy, receivership or other insolvency proceeding of, or involving, of the Company, the Guarantor or any other Subsidiary under any bankruptcy law, Company or any merger, consolidation, reorganization, dissolution, liquidation, sale of assets liquidation or winding-winding up or change in corporate or limited liability company, as applicable, constitution or corporate or limited liability company, as applicable, identity or loss of corporate or limited liability company, as applicable, identity of the Company, the Guarantor any of the other Subsidiaries or any of their respective Affiliates; (c) any incapacity or lack of power, authority or legal personality of, or dissolution or change in the members or status of, the Company or any other Person; (d) impossibility or illegality of performance on the part of the Company under this Agreement, the Security Documents or the Notes, the Note Purchase Agreement or any other instruments or agreements; (ed) the invalidity, irregularity or unenforceability of the Notes, this Agreement, the Note Purchase Agreement Security Documents or any other instruments documents referred to therein or agreementsherein; (fe) in respect of the Company or any other PersonGuarantor, any change in law or change of circumstances, whether or not foreseen or foreseeable, whether or not imputable to the Company or any other Personsuch Guarantor, or other impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), terrorist activities, civil commotions, acts of God or the public enemy, delays or failure of suppliers or carriers, inability to obtain materials or any other causes affecting performance, or any other force majeure, whether or not beyond the control of the Company or any other Person such Guarantor and whether or not of the kind hereinbefore specified; (gf) any attachment, claim, demand, charge, Lienlien, order, process process, encumbrance or any other happening or event or reason, similar or dissimilar to the foregoing, or any withholding or diminution at the source, by reason of any taxes, assessments, expenses, indebtedness, obligations or liabilities of any character, foreseen or unforeseen, and whether or not valid, incurred by or against any Person, corporation or entity, or any claims, demands, charges charges, liens or Liens encumbrances of any nature, foreseen or unforeseen, incurred by any Person, or against any sums payable under the Note Purchase Agreement or the NotesGuarantee, so that such sums would be rendered inadequate or would be unavailable to make the payments herein provided; or; (hg) any order, judgment, decree, ruling or regulation (whether or not valid) of any court of any nation or of any political subdivision thereof or any Governmental Authoritybody, agency, department, official or administrative or regulatory agency of any nation or any political subdivision thereof or any other action, happening, event or reason whatsoever which shall delay, interfere with, hinder or prevent, or in any way adversely affect, the performance by the Company of any of its obligations under this Agreement, the Note Purchase Security Documents or the Notes; (h) any Default or Event of Default under this Agreement or the Security Documents, or the taking of action under this Agreement or the Security Documents in respect thereof; (i) any suit or action by, or in favor of, any Holder of a Note; (j) the genuineness, validity, regularity or enforceability of the Notes or of this Agreement or the Security Documents against any other Guarantor or any of the terms of any thereof, the continuance of any obligation on the part of the Company, any other Guarantor or any other Person on the Notes or under the Security Documents or under this Agreement or the power or authority or the lack of power or authority of the Company to issue the Notes or execute and deliver this Agreement or the Security Documents or to perform any of its obligations hereunder or the existence or continuance of the Company, any other Guarantor or any other Person as a legal entity; (k) any failure or lack of diligence in collection or protection, failure in presentment or demand for payment, protest, notice of protest, notice of default and of nonpayment, any failure to give notice to the Guarantors of failure of the Company, any Guarantor or any other Person to keep and perform any obligation, covenant or agreement under the terms of the Notes or this Agreement or the Security Documents or failure to resort for payment to the Company, any Guarantor or any other Person or to any other Agreement or the Security Documents or to any property, security, liens or other rights or remedies; (l) the acceptance of any additional security or other agreement, the advance of additional money to the Company, any Guarantor or any other Person, the renewal or extension of the Notes or amendments, modifications, consents or waivers with respect to the Notes or this Agreement or the Security Documents, or the sale, release, substitution or exchange of any security for the Notes; (m) any defense whatsoever that the Company, any Guarantor or any other Person might have to the payment of the Notes (principal, premium, if any, or interest), other than payment in cash thereof, or to the performance or observance of any of the provisions of this Agreement or the Security Documents, whether through the satisfaction or purported satisfaction by the Company, any Guarantor or any other Person of its debts due to any cause such as bankruptcy, insolvency, receivership, merger, consolidation, reorganization, dissolution, liquidation, winding-up or otherwise; (n) any act or failure to act with regard to the Notes, this Agreement or the Security Documents or anything which might vary the risk of the Guarantors; or (o) any: (1) variation of the terms of any of the obligations guaranteed hereunder or of any obligations guaranteed hereunder of any other Person under any related security; (2) failure on the part of any Holder (whether intentional or not) to take, perfect or realize (whether in full or in part) any related security now or in the future agreed to be taken by such Holder; (3) incapacity or change in the constitution of the Company or the Guarantors or the absorption of any Holder into or its amalgamation with any other Person or the acquisition of all or part of the undertaking of any Holder by any other Person; (4) of the obligations guaranteed hereunder or any obligation of any Person under any related security being or becoming invalid, illegal, void or unenforceable for any reason; (5) time or other indulgence given or agreed to be given by any Holder to, or any composition or other arrangement made with or accepted from, either the Company in respect of any of the obligations guaranteed hereunder or any Person in respect of obligations under this Agreement, the Security Documents or any related security; (6) waiver, release, discharge or exchange of any of the obligations guaranteed hereunder or any obligation of any Person under this Agreement, the Security Documents or any related security; or (7) any Change in Control or any merger, consolidation, reorganization, sale of substantially all of the assets of or any similar transaction or event involving the Company; or (8) other act, event or omission which, but for this provision, would or might operate to offer any legal or equitable defense for or impair or discharge the obligations of the Guarantors under this Agreement or the Security Documents or any Person under any related security; PROVIDED THAT the specific enumeration of the above-mentioned acts, failures or omissions shall not be deemed to exclude any other acts, failures or omissions, though not specifically mentioned above, it being the purpose and intent of this Agreement that the obligations of the Guarantors shall be absolute and unconditional and shall not be discharged, impaired or varied except by the payment of the principal of, premium and/or Make-Whole Amount, if any, and interest on the Notes in accordance with their respective terms whenever the same shall become due and payable as provided in the Notes, at the place specified in and all in the manner and with the effect provided in the Notes and this Agreement, as amended or modified from time to time. Without limiting the foregoing, it is understood that repeated and successive demands may be made and recoveries may be had hereunder as and when, from time to time, the Company shall default under the terms of the Notes or this Agreement or the Security Documents and that notwithstanding recovery hereunder for or in respect of any given default or defaults by the Company under the Notes or this Agreement or the Security Documents, this guarantee shall remain in full force and effect and shall apply to each and every subsequent default.

No Reduction or Defense. The obligations of the Guarantor under this GuarantyAgreement, and the rights of any Noteholder holder to enforce such obligations by any proceedings, whether by action at law, suit in equity or otherwise, shall not be subject to any reduction, limitation, impairment or terminationtermination (except as set forth in Section 1.23), whether by reason of any claim of any character whatsoever or otherwise, including, without limitation, claims of waiver, releaserelease (except as set forth in Section 1.23), surrender, alteration or compromise, and shall not be subject to any defense (other than any defense based upon the irrevocable payment and performance in full of the obligations of the Company under the Amended and Restated Note Purchase Agreement and the Notes), set-off, counterclaim, recoupment or termination whatsoeverwhatsoever (except as set forth in Section 1.23). Without limiting the generality of the foregoing, no the obligations of the Guarantor shall not be discharged or impaired by: (a) any default (including, without limitation, any Default or Event of Default), failure or delay, willful or otherwise, in the performance of any obligations by the Guarantor, the Company, any Subsidiary Company or any of their respective Subsidiaries or Affiliates; (b) any proceeding of, or involving, the Company, the Guarantor Company or any other Subsidiary of its Subsidiaries under any bankruptcy lawInsolvency Law, or any merger, consolidation, amalgamation, reorganization, dissolution, liquidation, sale of assets or winding-winding up or change in corporate or limited liability company, as applicable, constitution or corporate or limited liability company, as applicable, identity or loss of corporate or limited liability company, as applicable, identity of the Company, the Guarantor any of the other Subsidiaries Company or any of their respective its Subsidiaries or Affiliates; (c) any incapacity or lack of power, authority or legal personality of, or dissolution or change in the members or status of, the Company or any of its Subsidiaries or any other Person; (d) impossibility or illegality of performance on the part of the Company under the Notes, the Amended and Restated Note Purchase Agreement or the Notes or on the part of any other instruments or agreementsSubsidiary Guarantor under any other Subsidiary Guarantee; (e) the invalidity, irregularity or unenforceability of the Notes, the Amended and Restated Note Purchase Agreement Agreement, any other Subsidiary Guarantee, or any other instruments documents referred to therein or agreementsherein; (f) in respect of the Company or any other Personof its Subsidiaries, any change in law or change of circumstances, whether or not foreseen or foreseeable, whether or not imputable to the Company or any other Personsuch Subsidiary, or other impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), terrorist activities, civil commotions, acts of God or the public enemy, delays or failure of suppliers or carriers, inability to obtain materials or any other causes affecting performance, or any other force majeure, whether or not beyond the control of the Company or any other Person such Subsidiary and whether or not of the kind hereinbefore specified; (g) any attachment, claim, demand, charge, Lien, order, process process, encumbrance or any other happening or event or reason, similar or dissimilar to the foregoing, or any withholding or diminution at the source, by reason of any taxes, assessments, expenses, indebtedness, obligations or liabilities of any character, foreseen or unforeseen, and whether or not valid, incurred by or against any Person, corporation or entity, or any claims, demands, charges charges, Liens or Liens encumbrances of any nature, foreseen or unforeseen, incurred by any Person, or against any sums payable under the Amended and Restated Note Purchase Agreement or Agreement, the Notes, this Agreement, or any other Subsidiary Guarantee, so that such sums would be rendered inadequate or would be unavailable to make the payments herein provided; or (h) any order, judgment, decree, ruling or regulation (whether or not valid) of any court of any nation or of any political subdivision thereof or any Governmental Authority, or any other action, happening, event or reason whatsoever which shall delay, interfere with, hinder or prevent, or in any way adversely affect, the performance by the Company or any other Subsidiary Guarantor of any of its their respective obligations under the Amended and Restated Note Purchase Agreement or the Notes, or the other Subsidiary Guaranties, as the case may be.