Common use of Absolute Obligation Clause in Contracts

Absolute Obligation. Each Subsidiary Guarantor acknowledges and agrees that (i) no Secured Party has made any representation or warranty to such Subsidiary Guarantor with respect to the Company, any of its subsidiaries, any Transaction Documents or any agreement, instrument or document executed or delivered in connection therewith, or any other matter whatsoever, and (ii) such Subsidiary Guarantor shall be liable hereunder, and such liability shall not be affected or impaired, irrespective of (A) the validity or enforceability of any Transaction Documents, or any agreement, instrument or document executed or delivered in connection therewith, or the collectability of any of the Obligations, (B) the preference or priority ranking with respect to any of the Obligations, (C) the existence, validity, enforceability or perfection of any security interest or collateral security under any Transaction Documents, or the release, exchange, substitution or loss or impairment of any such security interest or collateral security, (D) any failure, delay, neglect or omission by any Secured Party to realize upon or protect any direct or indirect collateral security, indebtedness, liability or obligation, any Transaction Documents, or any agreement, instrument or document executed or delivered in connection therewith, or any of the Obligations, (E) the existence or exercise of any right of set-off by any Secured Party, (F) the existence, validity or enforceability of any other guaranty with respect to any of the Obligations, the liability of any other person in respect of any of the Obligations, or the release of any such person or any other guarantor of any of the Obligations, (G) any act or omission of any Secured Party in connection with the administration of any Transaction Documents or any of the Obligations, (H) the bankruptcy, insolvency, reorganization or receivership of, or any other proceeding for the relief of debtors commenced by or against, any person, (I) the disaffirmance or rejection, or the purported disaffirmance or purported rejection, of any of the Obligations, any Transaction Documents, or any agreement, instrument or document executed or delivered in connection therewith, in any bankruptcy, insolvency, reorganization or receivership, or any other proceeding for the relief of debtor, relating to any person, (J) any law, regulation or decree now or hereafter in effect which might in any manner affect any of the terms or provisions of any Transaction Documents, or any agreement, instrument or document executed or delivered in connection therewith or any of the Obligations, or which might cause or permit to be invoked any alteration in the time, amount, manner or payment or performance of any of the Company's obligations and liabilities (including the Obligations), (K) the merger or consolidation of the Company into or with any person, (L) the sale by the Company of all or any part of its assets, (M) the fact that at any time and from time to time none of the Obligations may be outstanding or owing to any Secured Party, (N) any amendment or modification of, or supplement to, any Transaction Documents, or (O) any other reason or circumstance which might otherwise constitute a defense available to or a discharge of the Company in respect of its obligations or liabilities (including the Obligations) or of such Subsidiary Guarantor in respect of any of the Obligations (other than by the performance in full thereof).

Absolute Obligation. Each Subsidiary Guarantor acknowledges and agrees that (i) no Secured Party has made any representation or warranty The obligation of the Charterer to such Subsidiary Guarantor with respect pay to the CompanyOwner the fees, any of its subsidiariesrates, any Transaction Documents or any agreementhires, instrument or document executed or delivered indemnities and reimbursements specified in connection therewith, or any other matter whatsoever, and (ii) such Subsidiary Guarantor this Charter shall be liable hereunder, absolute and such liability unconditional and shall not be affected by any circumstance whatsoever, and the Charterer waives (and agrees not to allege or impairedpursue) any right to any such defense, irrespective including without limitation, (a) any setoff, counterclaim, abatement, reduction, recoupment, defense, or other right that the Charterer may have against the Owner or any other Person, firm, company, or entity for any reason whatsoever; (b) any unavailability of the Vessel after its delivery to the Charterer for any reason; (Ac) any damage, loss or destruction of or damage to the Vessel or interruption, restriction, interference, or cessation in the use or possession thereof by the Charterer for any reason whatsoever, at whatever time and of whatever duration; (d) any confiscation, expropriation, nationalization, requisition, seizure, inability to export, deprivation, or other taking of title to or possession or use of the Vessel or any part thereof by any government or governmental authority or otherwise; (e) any restriction on possession or use of the Vessel; (f) the validity interference with or enforceability prohibition of the Charterer's possession or use of the Vessel; (g) any invalidity or unenforceability or lack of due authorization or other infirmity of this Charter or the lack of right, power or authority of any Transaction Obligor or the Owner to enter into this Charter or any Charter Document; (h) any default by the Owner; (i) any defect in the title, condition, quality or fitness for a particular purpose of the Vessel or other property or service provided hereunder; (j) any amendment or modification of or supplement to the Charter Documents, any agreements relating to any thereof or any other instrument or agreement applicable to the Vessel or any part thereof, or any agreement, instrument assignment or document executed or delivered in connection therewith, or the collectability transfer of any of the Obligations, (B) the preference or priority ranking with respect to any of the Obligations, (C) the existence, validity, enforceability or perfection of any security interest or collateral security under any Transaction Documents, or the release, exchange, substitution or loss or impairment of any such security interest or collateral security, (D) any failure, delay, neglect or omission by any Secured Party to realize upon or protect any direct or indirect collateral security, indebtedness, liability or obligation, any Transaction Documentsthereof, or any agreement, instrument furnishing or document executed or delivered in connection therewithacceptance of additional security, or any release of any security, or any failure or inability to perfect any security; (k) any failure on the part of the ObligationsOwner, (E) the existence Owner Group or exercise any Investor or any other Person to perform or comply with any term of any right of set-off by instrument or agreement; (l) any Secured Partywaiver, (F) the existenceconsent, validity change, extension, indulgence or enforceability of any other guaranty with respect to any of the Obligations, the liability of any other person action or inaction under or in respect of any such instrument or agreement or any exercise or nonexercise of the Obligationsany right, remedy, power or the release privilege under or in respect of any such person or any other guarantor of any of the Obligations, (G) any act or omission of any Secured Party in connection with the administration of any Transaction Documents or any of the Obligations, (H) the bankruptcy, insolvency, reorganization or receivership of, or any other proceeding for the relief of debtors commenced by or against, any person, (I) the disaffirmance or rejection, or the purported disaffirmance or purported rejection, of any of the Obligations, any Transaction Documents, or any agreement, instrument or document executed agreement or delivered in connection therewith, in this Charter; (m) any bankruptcy, insolvency, reorganization reorganization, arrangement, readjustment, composition, liquidation, or receivershipsimilar proceeding with respect to any Obligor, the Owner, the Owner Group or any Investor, or their respective properties or creditors, or any other proceeding for action taken by any trustee or receiver or by any court in any such proceeding, including, without limitation, any termination or rejection of this Charter by any court or any trustee, receiver or liquidating agent of any Obligor, the relief Owner Group, any Investor, or the Owner or of debtor, relating to any person, of their respective properties in connection with any such proceeding; (Jn) any lawassignment or other transfer of this Charter by the Charterer or the Owner or any lien, regulation charge or decree now encumbrance on or hereafter in effect which might in any manner affect any of affecting the terms or provisions of any Transaction DocumentsCharterer's estate in, or any agreementsubchartering of, instrument or document executed or delivered in connection therewith or any of the Obligations, or which might cause or permit to be invoked any alteration in the time, amount, manner or payment or performance of any of the Company's obligations and liabilities (including the Obligations), (K) the merger or consolidation of the Company into or with any person, (L) the sale by the Company of all or any part of its assetsthe Vessel; (o) any libel, attachment, levy, detention, sequestration or taking into custody of the Vessel, or any interruption or prevention of or restriction on or interference with the use or possession of the Vessel; (Mp) any act, omission or breach on the fact that part of the Owner under this Charter or under any other agreement at any time existing among the Owner or any Obligor or under any other law, governmental regulation or other agreement applicable to such Persons or the Vessel; (q) any claim as a result of any other dealing between the Owner and from time to time none any Obligor; (r) any ineligibility of the Obligations may be outstanding Vessel, or owing any denial of the Vessel's right, to engage in any Secured Party, trade or activity; (Ns) any amendment failure to obtain any required governmental consent for any transfer of rights or modification oftitle required to be made by the Owner under this Charter; (t) any ineligibility of the Vessel for documentation under the laws of any jurisdiction; (u) the recovery of any judgment against any Person or any action to enforce the same; (v) any defect in the seaworthiness, condition, design, operation or supplement tofitness for use or other characteristics of the Vessel; (w) any change in the ownership, direct or indirect, of the capital stock of the Owner or any Transaction Documents, of the Obligors; or (Ox) any other reason cause, circumstance, or circumstance which might otherwise constitute a defense available happening, whether similar or dissimilar to the foregoing, any present or a discharge of future law to the Company in respect of its obligations contrary notwithstanding and whether or liabilities (including the Obligations) not any Obligor could have foreseen or of such Subsidiary Guarantor in respect shall have notice or knowledge of any of the Obligations foregoing. Except as specifically provided herein, the Charterer hereby waives any and all rights that it may now have or which at any time hereafter may be conferred upon it, by statute, at law, in admiralty or equity or otherwise, to terminate, cancel, quit or surrender this Charter. All payments hereunder shall be final and, once paid, be fully and finally earned and nonrefundable, and the Charterer shall not seek to recover all or any part of such payment from the Owner for any reason whatsoever. The Charterer shall remain obligated under this Charter in accordance with its terms and shall not take any action to terminate, rescind or avoid this Charter, notwithstanding any action for bankruptcy, insolvency, reorganization, liquidation, dissolution, or other proceeding affecting the Owner, any governmental authority or any other Person, or any action with respect to this Charter or any Charter Document which may be taken by any trustee, receiver or liquidator of the Owner, any governmental authority or any other Person or by any court with respect to the Owner or any governmental authority. The Charterer hereby waives all right (other than i) to terminate or surrender this Charter or (ii) to avail itself of any abatement, suspension, deferment, reduction, setoff, counterclaim or defense with respect to any amount payable hereunder. The Charterer shall remain obligated under this Charter in accordance with its terms and the Charterer hereby waives any and all rights now or hereafter conferred by statute, at law, in admiralty or equity or otherwise to limit or modify any of the performance Owner's rights or remedies or any of the Charterer's rights, remedies, obligations or liabilities as described in full thereofthis Charter or any Charter Document (such waiver to include, without limitation, any and all rights and remedies against a lessor under Article 2A of the UCC or to avoid strict compliance with its obligations under this Charter).

Absolute Obligation. Each Subsidiary Guarantor acknowledges and agrees that (i) no Secured Party has made any representation or warranty to such Subsidiary Guarantor with respect to the Company, any of its subsidiaries, any Transaction Documents or any agreement, instrument or document executed or delivered in connection therewith, or any other matter whatsoever, and (ii) such Subsidiary Guarantor shall be liable hereunder, and such liability shall not be affected or impaired, irrespective of (A) the validity or enforceability of any Transaction Documents, or any agreement, instrument or document executed or delivered in connection therewith, or the collectability of any of the Obligations, (B) the preference or priority ranking with respect to any of the Obligations, (C) the existence, validity, enforceability or perfection of any security interest or collateral security under any Transaction Documents, or the release, exchange, substitution or loss or impairment of any such security interest or collateral security, (D) any failure, delay, neglect or omission by any Secured Party to realize upon or protect any direct or indirect collateral security, indebtedness, liability or obligation, any Transaction Documents, or any agreement, instrument or document executed or delivered in connection therewith, or any of the Obligations, (E) the existence or exercise of any right of set-off by any Secured Party, (F) the existence, validity or enforceability of any other guaranty with respect to any of the Obligations, the liability of any other person in respect of any of the Obligations, or the release of any such person or any other guarantor of any of the Obligations, (G) any act or omission of any Secured Party in connection with the administration of any Transaction Documents or any of the Obligations, (H) the bankruptcy, insolvency, reorganization or receivership of, or any other proceeding for the relief of debtors commenced by or against, any person, (I) the disaffirmance or rejection, or the purported disaffirmance or purported rejection, of any of the Obligations, any Transaction Documents, or any agreement, instrument or document executed or delivered in connection therewith, in any bankruptcy, insolvency, reorganization or receivership, or any other proceeding for the relief of debtor, relating to any person, (J) any law, regulation or decree now or hereafter in effect which might in any manner affect any of the terms or provisions of any Transaction Documents, or any agreement, instrument or document executed or delivered in connection therewith or any of the Obligations, or which might cause or permit to be invoked any alteration in the time, amount, manner or payment or performance of any of the Company's obligations and liabilities (including the Obligations), (K) the merger or consolidation of the Company into or with any person, (L) the sale by the Company Comapny of all or any part of its assets, (M) the fact that at any time and from time to time none of the Obligations may be outstanding or owing to any Secured Party, (N) any amendment or modification of, or supplement to, any Transaction Documents, or (O) any other reason or circumstance which might otherwise constitute a defense available to or a discharge of the Company Comapny in respect of its obligations or liabilities (including the Obligations) or of such Subsidiary Guarantor in respect of any of the Obligations (other than by the performance in full thereof).

Absolute Obligation. Each Subsidiary This Guarantee guarantees the payment of all Obligations of the Borrowers owed to the Bank now or hereafter existing, under any of the Loan Documents (as each may be amended, restated, supplemented or otherwise modified from time to time), whether for principal, interest, fees, expenses or otherwise, and the Guarantor agrees to pay all Obligations now or hereafter existing under this Guarantee. Subject to Sections 2(c), 5 and 8, the Guarantor shall be released from liability hereunder when all Obligations shall have been indefeasibly paid in full in cash, and all commitments under the Credit Agreement have terminated or expired. The Guarantor acknowledges and agrees that (ia) no Secured Party the Bank has not made any representation or warranty to such Subsidiary the Guarantor with respect to the CompanyBorrowers, any of its subsidiariesLoan Document, any Transaction Documents or any agreement, instrument or document executed or delivered in connection therewith, with the Obligations or any other matter whatsoever, and (iib) such Subsidiary the Guarantor shall be liable hereunder, and such liability shall not be affected or impaired, irrespective of (Ai) the validity or enforceability of any Transaction Documents, Loan Document or any agreement, instrument or document executed or delivered in connection therewithwith the Obligations, or the collectability of any of the Obligations, (Bii) the preference or priority ranking with respect to any of the Obligations, (Ciii) the existence, validity, enforceability or perfection of any security interest or collateral security under any Transaction Documents, Loan Document or the release, exchange, substitution or loss or impairment of any such security interest or collateral security, (Div) any failure, delay, neglect or omission by any Secured Party the Bank to realize upon or protect any direct or indirect collateral security, indebtedness, liability or obligation, any Transaction Documents, Loan Document or any agreement, instrument or document executed or delivered in connection therewith, or with any of the Obligations, (Ev) the existence or exercise of any right of set-off by any Secured Partythe Bank, (Fvi) the existence, validity or enforceability of any other guaranty with respect to any of the Obligations, the liability of any other person Person in respect of any of the Obligations, or the release of any such person Person or any other guarantor guarantor(s) of any of the Obligations, (Gvii) any act or omission of any Secured Party the Bank in connection with the administration of any Transaction Documents Loan Document or any of the Obligations, (Hviii) the bankruptcy, insolvency, reorganization or receivership of, or any other proceeding for the relief of debtors commenced by or against, any personPerson, (Iix) the disaffirmance or rejection, or the purported disaffirmance or purported rejection, rejection of any of the Obligations, any Transaction Documents, Loan Document or any agreement, instrument or document executed or delivered in connection therewithwith any of the Obligations, in any bankruptcy, insolvency, reorganization or receivership, or any other proceeding for the relief of debtordebtors, relating to any personPerson, (Jx) any law, regulation or decree now or hereafter in effect which might in any manner affect any of the terms or provisions of any Transaction Documents, Loan Document or any agreement, instrument or document executed or delivered in connection therewith or with any of the Obligations, or which might cause or permit to be invoked any alteration in the time, amount, manner or payment or performance of any of the Company's obligations Obligations and liabilities (including including, without limitation, the Obligationsobligations of the Borrowers), (Kxi) the merger or consolidation of the Company any Borrower into or with any personPerson, (Lxii) the sale by the Company any Borrower of all or any part of its assets, (Mxiii) the fact that at any time and from time to time none of the Obligations may be outstanding or owing to any Secured Partythe Bank, (Nxiv) any amendment amendment, restatement or modification of, or supplement to, any Transaction Documents, Loan Document or (Oxv) any other reason or circumstance which might otherwise constitute a defense available to or a discharge of the Company any Borrower in respect of its obligations or liabilities (including the Obligations) or of such Subsidiary the Guarantor in respect of any of the Obligations obligations of the Guarantor (other than by the performance final and indefeasable payment in full thereofin cash of the Obligations).

Absolute Obligation. Subject to Section 8, no Guarantor shall be released from liability hereunder unless and until the Commitment Termination Date shall have occurred and either (a) Payment in full of the Borrower Obligations shall have been made or (b) Payment in full of the Guarantor Obligations of such Guarantor shall have been made. Each Subsidiary Guarantor acknowledges and agrees that (i) no Secured Party neither the Agent nor any Lender has made any representation or warranty to such Subsidiary Guarantor with respect to the CompanyBorrowers, any of its subsidiariestheir Subsidiaries, any Transaction Documents Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, therewith or any other matter whatsoever, and (ii) such Subsidiary Guarantor shall be liable hereunder, and such liability shall not be affected or impaired, irrespective of (A) the validity or enforceability of any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith, or the collectability of any of the Borrower Obligations, (B) the preference or priority ranking with respect to any of the Borrower Obligations, (C) the existence, validity, enforceability or perfection of any security interest or collateral security under any Transaction DocumentsLoan Document, or the release, exchange, substitution or loss or impairment of any such security interest or collateral security, (D) any failure, delay, neglect or omission by the Agent or any Secured Party Lender to realize upon or protect any direct or indirect collateral security, indebtedness, liability or obligation, any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith, or any of the Borrower Obligations, (E) the existence or exercise of any right of set-off by the Agent or any Secured PartyLender, (F) the existence, validity or enforceability of any other guaranty with respect to any of the Borrower Obligations, the liability of any other person Person in respect of any of the Borrower Obligations, or the release of any such person Person or any other guarantor of any of the Borrower Obligations, (G) any act or omission of the Agent or any Secured Party Lender in connection with the administration of any Transaction Documents Loan Document, or any of the Borrower Obligations, (H) the bankruptcy, insolvency, reorganization or receivership of, or any other proceeding for the relief of debtors commenced by or against, any personPerson, (I) the disaffirmance or rejection, or the purported disaffirmance or purported rejection, of any of the Borrower Obligations, any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith, in any bankruptcy, insolvency, reorganization or receivership, or any other proceeding for the relief of debtor, relating to any personPerson, (J) any law, regulation or decree now or hereafter in effect which might in any manner affect any of the terms or provisions of any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith or any of the Borrower Obligations, or which might cause or permit to be invoked any alteration in the time, amount, manner or payment or performance of any of the Company's Borrowers' obligations and liabilities (including including, without limitation, the Borrower Obligations), (K) the merger or consolidation of the Company any Borrower into or with any personPerson, (L) the sale by the Company any Borrower of all or any part of its assets, (M) the fact that at any time and from time to time none of the Borrower Obligations may be outstanding or owing to the Agent or any Secured PartyLender, (N) any amendment or modification of, or supplement to, any Transaction Documents, Loan Document or (O) any other reason or circumstance which might otherwise constitute a defense available to or a discharge of the Company Borrowers in respect of its their obligations or liabilities (including including, without limitation, the Borrower Obligations) or of such Subsidiary Guarantor in respect of any of the Guarantor Obligations (other than by the performance in full thereof).

Absolute Obligation. Except as provided by Section 8.2 of the Loan Agreement, no Subsidiary Guarantor shall be released from liability hereunder unless and until the Commitments of the Lenders have terminated and either (i) the Borrower shall have paid in full the outstanding principal balance of the Loans, together with all accrued and unpaid interest thereon, and all other amounts then due and owing under the Loan Documents, or (ii) the Guarantor Obligations of such Subsidiary Guarantor shall have been paid in full in cash. Each Subsidiary Guarantor acknowledges and agrees that (ia) no Secured Credit Party has made any representation or warranty to such Subsidiary Guarantor with respect to the CompanyBorrower, any of its subsidiariesSubsidiaries, any Transaction Documents Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, or any other matter whatsoever, and (iib) such Subsidiary Guarantor shall be liable hereunder, and such liability shall not be affected or impaired, irrespective of (A) the validity or enforceability of any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith, or the collectability of any of the Borrower Obligations, (B) the preference or priority ranking with respect to any of the Borrower Obligations, (C) the existence, validity, enforceability or perfection of any security interest or collateral security under any Transaction DocumentsLoan Document, or the release, exchange, substitution or loss or impairment of any such security interest or collateral security, (D) any failure, delay, neglect or omission by any Secured Credit Party to realize upon or protect any direct or indirect collateral security, indebtedness, liability or obligation, any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith, or any of the Borrower Obligations, (E) the existence or exercise of any right of set-off by any Secured Credit Party, (F) the existence, validity or enforceability of any other guaranty guarantee with respect to any of the Borrower Obligations, the liability of any other person Person in respect of any of the Borrower Obligations, or the release of any such person Person or any other guarantor of any of the Borrower Obligations, (G) any act or omission of any Secured Credit Party in connection with the administration of any Transaction Documents Loan Document or any of the Borrower Obligations, (H) the bankruptcy, insolvency, reorganization or receivership of, or any other proceeding for the relief of debtors commenced by or against, any personPerson, (I) the disaffirmance or rejection, or the purported disaffirmance or purported rejection, of any of the Borrower Obligations, any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith, in any bankruptcy, insolvency, reorganization or receivership, or any other proceeding for the relief of debtor, relating to any personPerson, (J) any law, regulation or decree now or hereafter in effect which might in any manner affect any of the terms or provisions of any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith or any of the Borrower Obligations, or which might cause or permit to be invoked any alteration in the time, amount, manner or payment or performance of any of the Company's Borrower’s obligations and liabilities (including the Borrower Obligations), (K) the merger or consolidation of the Company Borrower into or with any personPerson, (L) the sale by the Company Borrower of all or any part of its assets, (M) the fact that at any time and from time to time none of the Borrower Obligations may be outstanding or owing to any Secured Credit Party, (N) any amendment or modification of, or supplement to, any Transaction DocumentsLoan Document, or (O) any other reason or circumstance which might otherwise constitute a defense available to or a discharge of the Company Borrower in respect of its obligations or liabilities (including the Borrower Obligations) or of such Subsidiary Guarantor in respect of any of the Guarantor Obligations (other than by the performance in full thereof).

Absolute Obligation. Each Subject to Section 11.4, the Parent Borrower shall not be released from liability hereunder unless and until the Commitment Termination Date shall have occurred and either (a) each Subsidiary Borrower shall have paid in full the outstanding principal amount of the Loans made to it, together with all accrued interest thereon and all other sums then due and owing by it under the Loan Documents, or (b) the Guarantor Obligations shall have been paid in full. The Parent Borrower acknowledges and agrees that (i) no Secured Party none of the Agents and the Lenders has made any representation or warranty to such Subsidiary Guarantor the Parent Borrower with respect to any Subsidiary Borrower, the Companyother Subsidiaries of the Parent Borrower, any of its subsidiariesLoan Document, any Transaction Documents or any agreement, instrument or document executed or delivered in connection therewith, or any other matter whatsoever, and (ii) such Subsidiary Guarantor the Parent Borrower shall be liable hereunder, and such liability shall not be affected or impaired, irrespective of (A) the validity or enforceability of any Transaction Documents, Loan Document or any agreement, instrument or document executed or delivered in connection therewith, or the collectability of any of the Borrower Obligations, (B) the preference or priority ranking with respect to any of the Borrower Obligations, (C) the existence, validity, enforceability or perfection of any security interest or collateral security under any Transaction Documents, Loan Document or the release, exchange, substitution or loss or impairment of any such security interest or collateral security, (D) any failure, delay, neglect or omission by either Agent or any Secured Party Lender to realize upon or protect any direct or indirect collateral security, indebtedness, liability or obligation, any Transaction Documents, Loan Document or any agreement, instrument or document executed or delivered in connection therewith, or any of the Borrower Obligations, (E) the existence or exercise of any right of set-off by either Agent or any Secured PartyLender, (F) the existence, validity or enforceability of any other guaranty with respect to any of the Borrower Obligations, the liability of any other person Person in respect of any of the Borrower Obligations, or the release of any such person Person or any other guarantor of any of the Borrower Obligations, (G) any act or omission of either Agent or any Secured Party Lender in connection with the administration of any Transaction Documents Loan Document or any of the Borrower Obligations, (H) the bankruptcy, insolvency, reorganization or receivership of, or any other proceeding for the relief of debtors commenced by or against, any personPerson, (I) the disaffirmance or rejection, or the purported disaffirmance or purported rejection, of any of the Borrower Obligations, any Transaction Documents, Loan Document or any agreement, instrument or document executed or delivered in connection therewith, in any bankruptcy, insolvency, reorganization or receivership, or any other proceeding for the relief of debtor, relating to any personPerson, (J) any law, regulation or decree now or hereafter in effect which might in any manner affect any of the terms or provisions of any Transaction Documents, Loan Document or any agreement, instrument or document executed or delivered in connection therewith or any of the Borrower Obligations, or which might cause or permit to be invoked any alteration in the time, amount, manner or payment or performance of any of the Company's obligations and liabilities of any Subsidiary Borrower (including the Borrower Obligations), (K) the merger or consolidation of the Company any Subsidiary Borrower into or with any personPerson, (L) the sale by the Company any Subsidiary Borrower of all or any part of its assets, (M) the fact that at any time and from time to time none of the Borrower Obligations may be outstanding or owing to either Agent or any Secured PartyLender, (N) any amendment or modification of, or supplement to, any Transaction DocumentsLoan Document, or (O) any other reason or circumstance which might otherwise constitute a defense available to or a discharge of the Company any Subsidiary Borrower in respect of its obligations or liabilities (including the Borrower Obligations) or of such Subsidiary Guarantor the Parent Borrower in respect of any of the Guarantor Obligations (other than by the performance in full thereof).

Absolute Obligation. No Subsidiary Guarantor shall be released from liability hereunder unless and until the Commitments of the Lenders have terminated and either (i) the Borrower shall have paid in full the outstanding principal balance of the Loans, together with all accrued and unpaid interest thereon, and all other amounts then due and owing under the Loan Documents, or (ii) the Guarantor Obligations of such Subsidiary Guarantor shall have been paid in full in cash. Each Subsidiary Guarantor acknowledges and agrees that (ia) no Secured Credit Party has made any representation or warranty to such Subsidiary Guarantor with respect to the CompanyBorrower, any of its subsidiariesSubsidiaries, any Transaction Documents Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, or any other matter whatsoever, and (iib) such Subsidiary Guarantor shall be liable hereunder, and such liability shall not be affected or impaired, irrespective of (A) the validity or enforceability of any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith, or the collectability of any of the Borrower Obligations, (B) the preference or priority ranking with respect to any of the Borrower Obligations, (C) the existence, validity, enforceability or perfection of any security interest or collateral security under any Transaction DocumentsLoan Document, or the release, exchange, substitution substitution, failure to perfect or loss or impairment of any such security interest or collateral security, (D) any failure, delay, neglect or omission by any Secured Credit Party to realize upon or protect any direct or indirect collateral security, indebtedness, liability or obligation, any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith, or any of the Borrower Obligations, (E) the existence or exercise of any right of set-off set‑off by any Secured Credit Party, (F) the existence, validity or enforceability of any other guaranty guarantee with respect to any of the Borrower Obligations, the liability of any other person Person in respect of any of the Borrower Obligations, or the release of any such person Person or any other guarantor (including any other Subsidiary Guarantor) of any of the Borrower Obligations, (G) any act or omission of any Secured Credit Party in connection with the administration of any Transaction Documents Loan Document or any of the Borrower Obligations, (H) the bankruptcy, insolvency, reorganization or receivership of, or any other proceeding for the relief of debtors commenced by or against, any personPerson, (I) the disaffirmance or rejection, or the purported disaffirmance or purported rejection, of any of the Borrower Obligations, any Transaction Documentsof the Guarantor Obligations of any other Subsidiary Guarantor, any Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, in any bankruptcy, insolvency, reorganization or receivership, or any other proceeding for the relief of debtor, relating to any personPerson or otherwise, (J) any law, regulation or decree now or hereafter in effect which might in any manner affect any of the terms or provisions of any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith or any of the Borrower Obligations, or which might cause or permit to be invoked any alteration in the time, amount, manner or payment or performance of any of the CompanyBorrower's obligations and liabilities (including the Borrower Obligations), (K) the merger or consolidation of the Company Borrower or any other Subsidiary Guarantor into or with any personPerson, (L) the sale by the Company Borrower or any other Subsidiary Guarantor of all or any part of its assets, (M) the fact that at any time and from time to time none of the Borrower Obligations may be outstanding or owing to any Secured Credit Party, (N) any amendment or modification of, or supplement to, any Transaction DocumentsLoan Document, or (O) any other reason or circumstance which might otherwise constitute a defense available to or a discharge of the Company Borrower in respect of its obligations or liabilities (including the Borrower Obligations) or of such or any other Subsidiary Guarantor in respect of any of the Guarantor Obligations (other than by the performance in full thereof).

Absolute Obligation. Except as provided by Section 8.2 and/or 10.12 of the Loan Agreement, no Subsidiary Guarantor shall be released from liability hereunder unless and until the Commitments of the Lenders have terminated and either (i) the Borrower shall have paid in full the outstanding principal balance of the Loans, together with all accrued and unpaid interest thereon, and all other amounts then due and owing under the Loan Documents, or (ii) the Guarantor Obligations of such Subsidiary Guarantor shall have been paid in full in cash. Each Subsidiary Guarantor acknowledges and agrees that (ia) no Secured Credit Party has made any representation or warranty to such Subsidiary Guarantor with respect to the CompanyBorrower, any of its subsidiariesSubsidiaries, any Transaction Documents Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, or any other matter whatsoever, and (iib) such Subsidiary Guarantor shall be liable hereunder, and such liability shall not be affected or impaired, irrespective of (A) the validity or enforceability of any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith, or the collectability of any of the Borrower Obligations, (B) the preference or priority ranking with respect to any of the Borrower Obligations, (C) the existence, validity, enforceability or perfection of any security interest or collateral security under any Transaction DocumentsLoan Document, or the release, exchange, substitution or loss or impairment of any such security interest or collateral security, (D) any failure, delay, neglect or omission by any Secured Credit Party to realize upon or protect any direct or indirect collateral security, indebtedness, liability or obligation, any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith, or any of the Borrower Obligations, (E) the existence or exercise of any right of set-off by any Secured Credit Party, (F) the existence, validity or enforceability of any other guaranty guarantee with respect to any of the Borrower Obligations, the liability of any other person Person in respect of any of the Borrower Obligations, or the release of any such person Person or any other guarantor of any of the Borrower Obligations, (G) any act or omission of any Secured Credit Party in connection with the administration of any Transaction Documents Loan Document or any of the Borrower Obligations, (H) the bankruptcy, insolvency, reorganization or receivership of, or any other proceeding for the relief of debtors commenced by or against, any personPerson, (I) the disaffirmance or rejection, or the purported disaffirmance or purported rejection, of any of the Borrower Obligations, any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith, in any bankruptcy, insolvency, reorganization or receivership, or any other proceeding for the relief of debtor, relating to any personPerson, (J) any law, regulation or decree now or hereafter in effect which might in any manner affect any of the terms or provisions of any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith or any of the Borrower Obligations, or which might cause or permit to be invoked any alteration in the time, amount, manner or payment or performance of any of the Company's Borrower’s obligations and liabilities (including the Borrower Obligations), (K) the merger or consolidation of the Company Borrower into or with any personPerson, (L) the sale by the Company Borrower of all or any part of its assets, (M) the fact that at any time and from time to time none of the Borrower Obligations may be outstanding or owing to any Secured Credit Party, (N) any amendment or modification of, or supplement to, any Transaction DocumentsLoan Document, or (O) any other reason or circumstance which might otherwise constitute a defense available to or a discharge of the Company Borrower in respect of its obligations or liabilities (including the Borrower Obligations) or of such Subsidiary Guarantor in respect of any of the Guarantor Obligations (other than by the performance in full thereof).

Absolute Obligation. Each Subsidiary This Guarantee guarantees the payment of all Obligations of the Borrowers owed to the Bank now or hereafter existing, under any of the Loan Documents (as each may be amended, restated, supplemented or otherwise modified from time to time), whether for principal, interest, fees, expenses or otherwise, and the Guarantor agrees to pay all Obligations now or hereafter existing under this Guarantee. Subject to Sections 2(c), 5 and 8, the Guarantor shall be released from liability hereunder when all Obligations shall have been indefeasibly paid in full in cash, and all commitments under the Term Loan Agreement have terminated or expired. The Guarantor acknowledges and agrees that (ia) no Secured Party the Bank has not made any representation or warranty to such Subsidiary the Guarantor with respect to the CompanyBorrowers, any of its subsidiariesLoan Document, any Transaction Documents or any agreement, instrument or document executed or delivered in connection therewith, with the Obligations or any other matter whatsoever, and (iib) such Subsidiary the Guarantor shall be liable hereunder, and such liability shall not be affected or impaired, irrespective of (Ai) the validity or enforceability of any Transaction Documents, Loan Document or any agreement, instrument or document executed or delivered in connection therewithwith the Obligations, or the collectability of any of the Obligations, (Bii) the preference or priority ranking with respect to any of the Obligations, (Ciii) the existence, validity, enforceability or perfection of any security interest or collateral security under any Transaction Documents, Loan Document or the release, exchange, substitution or loss or impairment of any such security interest or collateral security, (Div) any failure, delay, neglect or omission by any Secured Party the Bank to realize upon or protect any direct or indirect collateral security, indebtedness, liability or obligation, any Transaction Documents, Loan Document or any agreement, instrument or document executed or delivered in connection therewith, or with any of the Obligations, (Ev) the existence or exercise of any right of set-off set‑off by any Secured Partythe Bank, (Fvi) the existence, validity or enforceability of any other guaranty with respect to any of the Obligations, the liability of any other person Person in respect of any of the Obligations, or the release of any such person Person or any other guarantor guarantor(s) of any of the Obligations, (Gvii) any act or omission of any Secured Party the Bank in connection with the administration of any Transaction Documents Loan Document or any of the Obligations, (Hviii) the bankruptcy, insolvency, reorganization or receivership of, or any other proceeding for the relief of debtors commenced by or against, any personPerson, (Iix) the disaffirmance or rejection, or the purported disaffirmance or purported rejection, rejection of any of the Obligations, any Transaction Documents, Loan Document or any agreement, instrument or document executed or delivered in connection therewithwith any of the Obligations, in any bankruptcy, insolvency, reorganization or receivership, or any other proceeding for the relief of debtordebtors, relating to any personPerson, (Jx) any law, regulation or decree now or hereafter in effect which might in any manner affect any of the terms or provisions of any Transaction Documents, Loan Document or any agreement, instrument or document executed or delivered in connection therewith or with any of the Obligations, or which might cause or permit to be invoked any alteration in the time, amount, manner or payment or performance of any of the Company's obligations Obligations and liabilities (including including, without limitation, the Obligationsobligations of the Borrowers), (Kxi) the merger or consolidation of the Company any Borrower into or with any personPerson, (Lxii) the sale by the Company any Borrower of all or any part of its assets, (Mxiii) the fact that at any time and from time to time none of the Obligations may be outstanding or owing to any Secured Partythe Bank, (Nxiv) any amendment amendment, restatement or modification of, or supplement to, any Transaction Documents, Loan Document or (Oxv) any other reason or circumstance which might otherwise constitute a defense available to or a discharge of the Company any Borrower in respect of its obligations or liabilities (including the Obligations) or of such Subsidiary the Guarantor in respect of any of the Obligations obligations of the Guarantor (other than by the performance final and indefeasable payment in full thereofin cash of the Obligations).

Absolute Obligation. No Subsidiary Guarantor shall be released from liability hereunder unless and until the Commitments of the Lenders have terminated and either (i) the Borrower shall have paid in full the outstanding principal balance of the Loans, together with all accrued and unpaid interest thereon, and all other amounts then due and owing under the Loan Documents, or (ii) the Guarantor Obligations of such Subsidiary Guarantor shall have been paid in full in cash. Each Subsidiary Guarantor acknowledges and agrees that (ia) no Secured Credit Party has made any representation or warranty to such Subsidiary Guarantor with respect to the CompanyBorrower, any of its subsidiariesSubsidiaries, any Transaction Documents Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, or any other matter whatsoever, and (iib) such Subsidiary Guarantor shall be liable hereunder, and such liability shall not be affected or impaired, irrespective of (A) the validity or enforceability of any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith, or the collectability of any of the Borrower Obligations, (B) the preference or priority ranking with respect to any of the Borrower Obligations, (C) the existence, validity, enforceability or perfection of any security interest or collateral security under any Transaction DocumentsLoan Document, or the release, exchange, substitution or loss or impairment of any such security interest or collateral security, (D) any failure, delay, neglect or omission by any Secured Credit Party to realize upon or protect any direct or indirect collateral security, indebtedness, liability or obligation, any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith, or any of the Borrower Obligations, (E) the existence or exercise of any right of set-off by any Secured Credit Party, (F) the existence, validity or enforceability of any other guaranty guarantee with respect to any of the Borrower Obligations, the liability of any other person Person in respect of any of the Borrower Obligations, or the release of any such person Person or any other guarantor of any of the Borrower Obligations, (G) any act or omission of any Secured Credit Party in connection with the administration of any Transaction Documents Loan Document or any of the Borrower Obligations, (H) the bankruptcy, insolvency, reorganization or receivership of, or any other proceeding for the relief of debtors commenced by or against, any personPerson, (I) the disaffirmance or rejection, or the purported disaffirmance or purported rejection, of any of the Borrower Obligations, any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith, in any bankruptcy, insolvency, reorganization or receivership, or any other proceeding for the relief of debtor, relating to any personPerson, (J) any law, regulation or decree now or hereafter in effect which might in any manner affect any of the terms or provisions of any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith or any of the Borrower Obligations, or which might cause or permit to be invoked any alteration in the time, amount, manner or payment or performance of any of the CompanyBorrower's obligations and liabilities (including the Borrower Obligations), (K) the merger or consolidation of the Company Borrower into or with any personPerson, (L) the sale by the Company Borrower of all or any part of its assets, (M) the fact that at any time and from time to time none of the Borrower Obligations may be outstanding or owing to any Secured Credit Party, (N) any amendment or modification of, or supplement to, any Transaction DocumentsLoan Document, or (O) any other reason or circumstance which might otherwise constitute a defense available to or a discharge of the Company Borrower in respect of its obligations or liabilities (including the Borrower Obligations) or of such Subsidiary Guarantor in respect of any of the Guarantor Obligations (other than by the performance in full thereof).

Absolute Obligation. No Guarantor shall be released from liability hereunder unless and until the Maturity Date shall have occurred and either (a) the Issuing Bank shall not have any obligation under the Letters of Credit and the Borrower shall have paid in full in cash the outstanding principal balance of the Loans, together with all accrued interest thereon, all of the Reimbursement Obligations, and all other sums then due and owing under the Loan Documents, or (b) the Guarantor Obligations of such Guarantor shall have been paid in full in cash. Each Subsidiary Guarantor acknowledges and agrees that (i) no Secured Party neither the Administrative Agent, the Issuing Bank nor any Lender has made any representation or warranty to such Subsidiary Guarantor with respect to the CompanyBorrower, its Subsidiaries, any of its subsidiariesLoan Document, any Transaction Documents Interest Rate Protection Arrangement, or any agreement, instrument or document executed or delivered in connection therewith, or any other matter whatsoever, and (ii) such Subsidiary Guarantor shall be liable hereunder, and such liability shall not be affected or impaired, irrespective of (A) the validity or enforceability of any Transaction DocumentsLoan Document, any Interest Rate Protection Arrangement, or any agreement, instrument or document executed or delivered in connection therewith, or the collectability of any of the Borrower Obligations, (B) the preference or priority ranking with respect to any of the Borrower Obligations, (C) the existence, validity, enforceability or perfection of any security interest or collateral security under any Transaction DocumentsLoan Document, or any Interest Rate Protection Arrangement, or the release, exchange, substitution or loss or impairment of any such security interest or collateral security, (D) any failure, delay, neglect or omission by the Administrative Agent, the Issuing Bank or any Secured Party Lender to realize upon upon, enforce or protect any direct or indirect collateral security, indebtedness, liability or obligation, any Transaction DocumentsLoan Document, any Interest Rate Protection Arrangement, or any agreement, instrument or document executed or delivered in connection therewith, or any of the Borrower Obligations, (E) the existence or exercise of any right of set-off by the Administrative Agent, the Issuing Bank or any Secured PartyLender, (F) the existence, validity or enforceability of any other guaranty with respect to any of the Borrower Obligations, the liability of any other person Person in respect of any of the Borrower Obligations, or the release of any such person Person or any other guarantor of any of the Borrower Obligations, (G) any act or omission of the Administrative Agent, the Issuing Bank or any Secured Party Lender in connection with the administration of any Transaction Documents Loan Document, any Interest Rate Protection Arrangement, or any of the Borrower Obligations, (H) the bankruptcy, insolvency, reorganization or receivership of, or any other proceeding for the relief of debtors commenced by or against, any personPerson, (I) the disaffirmance or rejection, or the purported disaffirmance or purported rejection, of any of the Borrower Obligations, any Transaction DocumentsLoan Document, any Interest Rate Protection Arrangement, or any agreement, instrument or document executed or delivered in connection therewith, in any bankruptcy, insolvency, reorganization or receivership, or any other proceeding for the relief of debtor, relating to any personPerson, (J) any law, regulation or decree now or hereafter in effect which might in any manner affect any of the terms or provisions of any Transaction DocumentsLoan Document, any Interest Rate Protection Arrangement, or any agreement, instrument or document executed or delivered in connection therewith or any of the Borrower Obligations, or which might cause or permit to be invoked any alteration in the time, amount, manner or payment or performance of any of the CompanyBorrower's obligations and liabilities (including the Borrower Obligations), (K) the merger or consolidation of the Company Borrower into or with any personPerson, (L) the sale by the Company Borrower of all or any part of its assets, (M) the fact that at any time and from time to time none of the Borrower Obligations may be outstanding or owing to the Administrative Agent, the Issuing Bank or any Secured PartyLender, (N) any amendment or modification of, or supplement to, any Transaction Documents, Loan Document or any Interest Rate Protection Arrangement or (O) any other reason or circumstance which might otherwise constitute a defense available to or a discharge of the Company Borrower in respect of its obligations or liabilities (including the Borrower Obligations) or of such Subsidiary Guarantor in respect of any of the Guarantor Obligations (other than by the performance in full thereof).

Absolute Obligation. Except as provided by Section 8.2, 10.12 and 11.1 of the Credit Agreement, no Subsidiary Guarantor shall be released from liability hereunder unless and until the Commitments of the Lenders have terminated and either (i) the Borrower shall have paid in full the outstanding principal balance of the Loans, together with all accrued and unpaid interest thereon, and all other amounts then due and owing under the Loan Documents, or (ii) the Guarantor Obligations of such Subsidiary Guarantor shall have been paid in full in cash. Each Subsidiary Guarantor acknowledges and agrees that (ia) no Secured Credit Party has made any representation or warranty to such Subsidiary Guarantor with respect to the CompanyBorrower, any of its subsidiariesSubsidiaries, any Transaction Documents Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, or any other matter whatsoever, and (iib) such Subsidiary Guarantor shall be liable hereunder, and such liability shall not be affected or impaired, irrespective of (A) the validity or enforceability of any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith, or the collectability of any of the Borrower Obligations, (B) the preference or priority ranking with respect to any of the Borrower Obligations, (C) the existence, validity, enforceability or perfection of any security interest or collateral security under any Transaction DocumentsLoan Document, or the release, exchange, substitution or loss or impairment of any such security interest or collateral security, (D) any failure, delay, neglect or omission by any Secured Credit Party to realize upon or protect any direct or indirect collateral security, indebtedness, liability or obligation, any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith, or any of the Borrower Obligations, (E) the existence or exercise of any right of set-off by any Secured Credit Party, (F) the existence, validity or enforceability of any other guaranty guarantee with respect to any of the Borrower Obligations, the liability of any other person Person in respect of any of the Borrower Obligations, or the release of any such person Person or any other guarantor of any of the Borrower Obligations, (G) any act or omission of any Secured Credit Party in connection with the administration of any Transaction Documents Loan Document or any of the Borrower Obligations, (H) the bankruptcy, insolvency, reorganization or receivership of, or any other proceeding for the relief of debtors commenced by or against, any personPerson, (I) the disaffirmance or rejection, or the purported disaffirmance or purported rejection, of any of the Borrower Obligations, any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith, in any bankruptcy, insolvency, reorganization or receivership, or any other proceeding for the relief of debtor, relating to any personPerson, (J) any law, regulation or decree now or hereafter in effect which might in any manner affect any of the terms or provisions of any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith or any of the Borrower Obligations, or which might cause or permit to be invoked any alteration in the time, amount, manner or payment or performance of any of the Company's Borrower’s obligations and liabilities (including the Borrower Obligations), (K) the merger or consolidation of the Company Borrower into or with any personPerson, (L) the sale by the Company Borrower of all or any part of its assets, (M) the fact that at any time and from time to time none of the Borrower Obligations may be outstanding or owing to any Secured Credit Party, (N) any amendment or modification of, or supplement to, any Transaction DocumentsLoan Document, or (O) any other reason or circumstance which might otherwise constitute a defense available to or a discharge of the Company Borrower in respect of its obligations or liabilities (including the Borrower Obligations) or of such Subsidiary Guarantor in respect of any of the Guarantor Obligations (other than by the performance in full thereof).

Absolute Obligation. No Borrower shall be released from liability hereunder unless and until the Termination Date shall have occurred and the outstanding principal balance of all Revolving Credit Loans, Swing Line Loans and Term Loans shall have been paid in full in cash, together with all accrued interest thereon and all other sums then due and owing under the Loan Documents. Each Subsidiary Guarantor Borrower acknowledges and agrees that (i) no Secured Party neither the Agent nor any Bank has made any representation or warranty to such Subsidiary Guarantor Borrower with respect to the Companyother Borrower, its Subsidiaries, any of its subsidiariesLoan Document, any Transaction Documents or any agreement, instrument or document executed or delivered in connection therewith, or any other matter whatsoever, and (ii) such Subsidiary Guarantor Borrower shall be liable hereunder, and such liability shall not be affected or impaired, irrespective of (A) the validity or enforceability of any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith, or the collectability collectibility of any of the Borrower Obligations, (B) the preference or priority ranking with respect to any of the Borrower Obligations, (C) the existence, validity, enforceability or perfection of any security interest or collateral security under any Transaction DocumentsLoan Document, or the release, exchange, substitution or loss or impairment of any such security interest or collateral security, (D) any failure, delay, neglect or omission by the Agent or any Secured Party Bank to realize upon upon, enforce or protect any direct or indirect collateral security, indebtedness, liability or obligation, any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith, or any of the Borrower Obligations, (E) the existence or exercise of any right of set-off by the Agent or any Secured PartyBank, (F) the existence, validity or enforceability of any other guaranty with respect to any of the Borrower Obligations, the liability of any other person Person in respect of any of the Borrower Obligations, or the release of any such person Person or any other guarantor of any of the Borrower Obligations, (G) any act or omission of the Agent or any Secured Party Bank in connection with the administration of any Transaction Documents Loan Document, or any of the Borrower Obligations, (H) the bankruptcy, insolvency, reorganization or receivership of, or any other proceeding for the relief of debtors commenced by or against, any personPerson, (I) the disaffirmance or rejection, or the purported disaffirmance or purported rejection, of any of the Borrower Obligations, any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith, in any bankruptcy, insolvency, reorganization or receivership, or any other proceeding for the relief of debtor, relating to any personPerson, (J) any law, regulation or decree now or hereafter in effect which might in any manner affect any of the terms or provisions of any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith or any of the Borrower Obligations, or which might cause or permit to be invoked any alteration in the time, amount, amount or manner or of payment or performance of any of the Company's obligations Borrower Obligations and liabilities (including the Obligations)liabilities, (K) the merger or consolidation of the Company either Borrower into or with any personPerson, (L) the sale by the Company either Borrower of all or any part of its assets, (M) the fact that at any time and from time to time none of the Borrower Obligations may be outstanding or owing to the Agent or any Secured PartyBank, (N) any amendment or modification of, or supplement to, any Transaction Documents, Loan Document or (O) any other reason or circumstance which might otherwise constitute a defense available to or a discharge of the Company a Borrower in respect of its their respective obligations or liabilities (including the Borrower Obligations) ), or any other fact or circumstance which would excuse the obligation of such Subsidiary Guarantor in respect of any of the Obligations (a guarantor or surety, other than by the performance in full thereof.. Each Borrower waives, in its capacity as a guarantor hereunder, (i) presentment, demand, protest and notice of any kind (including, without limitation, notice of dishonor); (ii) any defense based upon or arising out of any defense which the other Borrower may have to the payment or performance of any part of its Borrower Obligations; (iii) any defense based upon any disbursements by the Agent or the Banks to either Borrower pursuant to any agreements or instruments governing the Borrower Obligations whether same be deemed an additional advance or be deemed to be paid out of any special interest or other fund accounts, as constituting unauthorized payments hereunder or amounts not guaranteed by this guaranty; (iv) until the indefeasible payment in full of the Borrower Obligations, all rights of each Borrower in its capacity as guarantor to proceed against the other Borrower, including but not limited to all rights of subrogation and all rights to enforce any remedy that the Agent or any Bank may have against such Borrower and (v) all rights to participate in any security held by the Agent on behalf of the Banks or by any Bank for the Borrower Obligations.

Absolute Obligation. Each Subsidiary Guarantor acknowledges and agrees that (i) no Secured Party The Bank has made any no representation or warranty to such Subsidiary any Guarantor with respect to the CompanyBorrower, its Subsidiaries, any of its subsidiariesLoan Document, any Transaction Documents or any agreement, instrument or document executed or delivered in connection therewith, therewith or any other matter whatsoever, and (ii) such Subsidiary each Guarantor shall be liable hereunder, and such liability shall not be affected or impaired, irrespective of (Ai) the validity or enforceability of any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith, or the collectability of any of the Borrower Obligations, (Bii) the preference or priority ranking with respect to any of the Borrower Obligations, (Ciii) the existence, validity, enforceability or perfection of any security interest or collateral security under any Transaction DocumentsLoan Document, or the release, exchange, substitution or loss or impairment of any such security interest or collateral security, (Div) any failure, delay, neglect or omission by any Secured Party the Bank to realize upon upon, enforce or protect any direct or indirect collateral security, indebtedness, liability or obligation, any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith, or any of the Borrower Obligations, (Ev) the existence or exercise of any right of set-off by any Secured Partythe Bank, (Fvi) the existence, validity or enforceability of any other guaranty with respect to any of the Borrower Obligations, the liability of any other person Person in respect of any of the Borrower Obligations, or the release of any such person Person or any other guarantor of any of the Borrower Obligations, (Gvii) any act or omission of any Secured Party the Bank in connection with the administration of any Transaction Documents Loan Document, or any of the Borrower Obligations, (Hviii) the bankruptcy, insolvency, reorganization or receivership of, or any other proceeding for the relief of debtors commenced by or against, any personPerson, (Iix) the disaffirmance or rejection, or the purported disaffirmance or purported rejection, of any of the Borrower Obligations, any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith, in any bankruptcy, insolvency, reorganization or receivership, or any other proceeding for the relief of debtor, relating to any personPerson, (Jx) any law, regulation or decree now or hereafter in effect which might in any manner affect any of the terms or provisions of any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith or any of the Borrower Obligations, or which might cause or permit to be invoked any alteration in the time, amount, manner or payment or performance of any of the Company's obligations and liabilities (including the Borrower Obligations), (Kxi) the merger or consolidation of the Company Borrower into or with any personPerson, (Lxii) the sale by the Company Borrower of all or any part of its assets, (Mxiii) the fact that at any time and from time to time none of the Borrower Obligations may be outstanding or owing to any Secured Partythe Bank, (Nxiv) any amendment or modification of, or supplement to, any Transaction Documents, Loan Document or (Oxv) any other reason or circumstance which might otherwise constitute a defense available to or a discharge of the Company Borrower in respect of its obligations or liabilities (including the Obligations) Borrower Obligations or of such Subsidiary Guarantor in respect of any of the Guarantor Obligations (other than by the performance in full thereof).

Absolute Obligation. No Guarantor shall be released from liability hereunder unless and until either (a) the Credit Agreement shall have been terminated and the Borrower shall have paid in full in cash the outstanding principal balance of the Loans, together with all accrued interest thereon and all other sums then due and owing under the Loan Documents and the Rate Hedging Agreements, or (b) the Guarantor Obligations of such Guarantor shall have been paid in full in cash. Each Subsidiary Guarantor acknowledges and agrees that (i) no Secured Party neither the Agent nor any Lender has made any representation or warranty to such Subsidiary Guarantor with respect to the CompanyBorrower, its Subsidiaries, any of its subsidiariesLoan Document, any Transaction Documents Rate Hedging Agreement, or any agreement, instrument or document executed or delivered in connection therewith, or any other matter whatsoever, and (ii) such Subsidiary Guarantor shall be liable hereunder, and such liability shall not be affected or impaired, irrespective of (A) the validity or enforceability of any Transaction DocumentsLoan Document, any Rate Hedging Agreement, or any agreement, instrument or document executed or delivered in connection therewith, or the collectability of any of the Borrower Obligations, (B) the preference or priority ranking with respect to any of the Borrower Obligations, (C) the existence, validity, enforceability or perfection of any security interest or collateral security under any Transaction DocumentsLoan Document, or any Rate Hedging Agreement, or the release, exchange, substitution or loss or impairment of any such security interest or collateral security, (D) any failure, delay, neglect or omission by the Agent or any Secured Party Lender to realize upon upon, enforce or protect any direct or indirect collateral security, indebtedness, liability or obligation, any Transaction DocumentsLoan Document, any Rate Hedging Agreement, or any agreement, instrument or document executed or delivered in connection therewith, or any of the Borrower Obligations, (E) the existence or exercise of any right of set-set- off by the Agent or any Secured PartyLender, (F) the existence, validity or enforceability of any other guaranty with respect to any of the Borrower Obligations, the liability of any other person Person in respect of any of the Borrower Obligations, or the release of any such person Person or any other guarantor of any of the Borrower Obligations, (G) any act or omission of the Agent or any Secured Party Lender in connection with the administration of any Transaction Documents Loan Document, any Rate Hedging Agreement, or any of the Borrower Obligations, (H) the bankruptcy, insolvency, reorganization or receivership of, or any other proceeding for the relief of debtors commenced by or against, any personPerson, (I) the disaffirmance or rejection, or the purported disaffirmance or purported rejection, of any of the Borrower Obligations, any Transaction DocumentsLoan Document, any Rate Hedging Agreement, or any agreement, instrument or document executed or delivered in connection therewith, in any bankruptcy, insolvency, reorganization or receivership, or any other proceeding for the relief of debtor, relating to any personPerson, (J) any law, regulation or decree now or hereafter in effect which might in any manner affect any of the terms or provisions of any Transaction DocumentsLoan Document, any Rate Hedging Agreement, or any agreement, instrument or document executed or delivered in connection therewith or any of the Borrower Obligations, or which might cause or permit to be invoked any alteration in the time, amount, manner or payment or performance of any of the CompanyBorrower's obligations and liabilities (including the Borrower Obligations), (K) the merger or consolidation of the Company Borrower into or with any personPerson, (L) the sale by the Company Borrower of all or any part of its assets, (M) the fact that at any time and from time to time none of the Borrower Obligations may be outstanding or owing to the Agent or any Secured PartyLender, (N) any amendment or modification of, or supplement to, any Transaction Documents, Loan Document or any Rate Hedging Agreement or (O) any other reason or circumstance which might otherwise constitute a defense available to or a discharge of the Company Borrower in respect of its obligations or liabilities (including the Borrower Obligations) or of such Subsidiary Guarantor in respect of any of the Guarantor Obligations (other than by the performance in full thereof).

Absolute Obligation. Each Subsidiary Guarantor shall not be released from liability hereunder unless and until the Commitments of the Lenders have terminated and either (i) the Borrower shall have paid in full the outstanding principal balance of the Loans, together with all accrued and unpaid interest thereon, and all other amounts then due and owing under the Loan Documents, or (ii) the Guarantor Obligations of Subsidiary Guarantor shall have been paid in full in cash. Subsidiary Guarantor acknowledges and agrees that (ia) no Secured Credit Party has made any representation or warranty to such Subsidiary Guarantor with respect to the CompanyBorrower, any of its subsidiariesSubsidiaries, any Transaction Documents Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, or any other matter whatsoever, and (iib) such Subsidiary Guarantor shall be liable hereunder, and such liability shall not be affected or impaired, irrespective of (A) the validity or enforceability of any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith, or the collectability collectibility of any of the Borrower Obligations, (B) the preference or priority ranking with respect to any of the Borrower Obligations, (C) the existence, validity, enforceability or perfection of any security interest or collateral security under any Transaction DocumentsLoan Document, or the release, exchange, substitution or loss or impairment of any such security interest or collateral security, (D) any failure, delay, neglect or omission by any Secured Credit Party to realize upon or protect any direct or indirect collateral security, indebtedness, liability or obligation, any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith, or any of the Borrower Obligations, (E) the existence or exercise of any right of set-off by any Secured Credit Party, (F) the existence, validity or enforceability of any other guaranty guarantee with respect to any of the Borrower Obligations, the liability of any other person Person in respect of any of the Borrower Obligations, or the release of any such person Person or any other guarantor of any of the Borrower Obligations, (G) any act or omission of any Secured Credit Party in connection with the administration of any Transaction Documents Loan Document or any of the Borrower Obligations, (H) the bankruptcy, insolvency, reorganization or receivership of, or any other proceeding for the relief of debtors commenced by or against, any personPerson, (I) the disaffirmance or rejection, or the purported disaffirmance or purported rejection, of any of the Borrower Obligations, any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith, in any bankruptcy, insolvency, reorganization or receivership, or any other proceeding for the relief of debtor, relating to any personPerson, (J) any law, regulation or decree now or hereafter in effect which might in any manner affect any of the terms or provisions of any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith or any of the Borrower Obligations, or which might cause or permit to be invoked any alteration in the time, amount, manner or payment or performance of any of the Company's Borrower’s obligations and liabilities (including the Borrower Obligations), (K) the merger or consolidation of the Company Borrower into or with any personPerson, (L) the sale by the Company Borrower of all or any part of its assets, (M) the fact that at any time and from time to time none of the Borrower Obligations may be outstanding or owing to any Secured Credit Party, (N) any amendment or modification of, or supplement to, any Transaction DocumentsLoan Document, or (O) any other reason or circumstance which might otherwise constitute a defense available to or a discharge of the Company Borrower in respect of its obligations or liabilities (including the th e Borrower Obligations) or of such Subsidiary Guarantor in respect of any of the Guarantor Obligations (other than by the performance in full thereof).

Absolute Obligation. No Subsidiary Guarantor shall be released from liability hereunder unless and until the Commitments and Swingline Commitment have terminated and no Letters of Credit remain outstanding and either (i) the Borrower shall have paid in full the outstanding principal balance of the Loans, together with all accrued and unpaid interest thereon, and all other amounts then due and owing under the Loan Documents, or (ii) the Guarantor Obligations of such Subsidiary Guarantor shall have been paid in full in cash. Each Subsidiary Guarantor acknowledges and agrees that (ia) no Secured Credit Party has made any representation or warranty to such Subsidiary Guarantor with respect to the CompanyBorrower, any of its subsidiariesSubsidiaries, any Transaction Documents Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, or any other matter whatsoever, and (iib) such Subsidiary Guarantor shall be liable hereunder, and such liability shall not be affected or impaired, irrespective of (A) the validity or enforceability of any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith, or the collectability of any of the Borrower Obligations, (B) the preference or priority ranking with respect to any of the Borrower Obligations, (C) the existence, validity, enforceability or perfection of any security interest or collateral security under any Transaction DocumentsLoan Document, or the release, exchange, substitution or loss or impairment of any such security interest or collateral security, (D) any failure, delay, neglect or omission by any Secured Credit Party to realize upon or protect any direct or indirect collateral security, indebtedness, liability or obligation, any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith, or any of the Borrower Obligations, (E) the existence or exercise of any right of set-off by any Secured Credit Party, (F) the existence, validity or enforceability of any other guaranty guarantee with respect to any of the Borrower Obligations, the liability of any other person Person in respect of any of the Borrower Obligations, or the release of any such person Person or any other guarantor of any of the Borrower Obligations, (G) any act or omission of any Secured Credit Party in connection with the administration of any Transaction Documents Loan Document or any of the Borrower Obligations, (H) the bankruptcy, insolvency, reorganization or receivership of, or any other proceeding for the relief of debtors commenced by or against, any personPerson, (I) the disaffirmance or rejection, or the purported disaffirmance or purported rejection, of any of the Borrower Obligations, any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith, in any bankruptcy, insolvency, reorganization or receivership, or any other proceeding for the relief of debtor, relating to any personPerson, (J) any law, regulation or decree now or hereafter in effect which might in any manner affect any of the terms or provisions of any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith or any of the Borrower Obligations, or which might cause or permit to be invoked any alteration in the time, amount, manner or payment or performance of any of the CompanyBorrower's obligations and liabilities (including the Borrower Obligations), (K) the merger or consolidation of the Company Borrower into or with any personPerson, (L) the sale by the Company Borrower of all or any part of its assets, (M) the fact that at any time and from time to time none of the Borrower Obligations may be outstanding or owing to any Secured Credit Party, (N) any amendment or modification of, or supplement to, any Transaction DocumentsLoan Document, or (O) any other reason or circumstance which might otherwise constitute a defense available to or a discharge of the Company Borrower in respect of its obligations or liabilities (including the Borrower Obligations) or of such Subsidiary Guarantor in respect of any of the Guarantor Obligations (other than by the performance in full thereof).

Absolute Obligation. 15. No Subsidiary Guarantor shall be released from liability hereunder unless and until the Commitments of the Lenders have terminated and either (i) the Borrower shall have paid in full the outstanding principal balance of the Loans, together with all accrued and unpaid interest thereon, and all other amounts then due and owing under the Loan Documents, or (ii) the Guarantor Obligations of such Subsidiary Guarantor shall have been paid in full in cash. Each Subsidiary Guarantor acknowledges and agrees that (ia) no Secured Credit Party has made any representation or warranty to such Subsidiary Guarantor with respect to the CompanyBorrower, any of its subsidiariesSubsidiaries, any Transaction Documents Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, or any other matter whatsoever, and (iib) such Subsidiary Guarantor shall be liable hereunder, and such liability shall not be affected or impaired, irrespective of (A) the validity or enforceability of any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith, or the collectability of any of the Borrower Obligations, (B) the preference or priority ranking with respect to any of the Borrower Obligations, (C) the existence, validity, enforceability or perfection of any security interest or collateral security under any Transaction DocumentsLoan Document, or the release, exchange, substitution substitution, failure to perfect or loss or impairment of any such security interest or collateral security, (D) any failure, delay, neglect or omission by any Secured Credit Party to realize upon or protect any direct or indirect collateral security, indebtedness, liability or obligation, any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith, or any of the Borrower Obligations, (E) the existence or exercise of any right of set-off set‑off by any Secured Credit Party, (F) the existence, validity or enforceability of any other guaranty guarantee with respect to any of the Borrower Obligations, the liability of any other person Person in respect of any of the Borrower Obligations, or the release of any such person Person or any other guarantor (including any other Subsidiary Guarantor) of any of the Borrower Obligations, (G) any act or omission of any Secured Credit Party in connection with the administration of any Transaction Documents Loan Document or any of the Borrower Obligations, (H) the bankruptcy, insolvency, reorganization or receivership of, or any other proceeding for the relief of debtors commenced by or against, any personPerson, (I) the disaffirmance or rejection, or the purported disaffirmance or purported rejection, of any of the Borrower Obligations, any Transaction Documentsof the Guarantor Obligations of any other Subsidiary Guarantor, any Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, in any bankruptcy, insolvency, reorganization or receivership, or any other proceeding for the relief of debtor, relating to any personPerson or otherwise, (J) any law, regulation or decree now or hereafter in effect which might in any manner affect any of the terms or provisions of any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith or any of the Borrower Obligations, or which might cause or permit to be invoked any alteration in the time, amount, manner or payment or performance of any of the Company's Borrower’s obligations and liabilities (including the Borrower Obligations), (K) the merger or consolidation of the Company Borrower or any other Subsidiary Guarantor into or with any personPerson, (L) the sale by the Company Borrower or any other Subsidiary Guarantor of all or any part of its assets, (M) the fact that at any time and from time to time none of the Borrower Obligations may be outstanding or owing to any Secured Credit Party, (N) any amendment or modification of, or supplement to, any Transaction DocumentsLoan Document, or (O) any other reason or circumstance which might otherwise constitute a defense available to or a discharge of the Company Borrower in respect of its obligations or liabilities (including the Borrower Obligations) or of such or any other Subsidiary Guarantor in respect of any of the Guarantor Obligations (other than by the performance in full thereof).

Absolute Obligation. Each Subsidiary This Guarantee guarantees the payment of all Obligations of the Borrowers owed to the Bank now or hereafter existing, under any of the Loan Documents and any of the Existing Loan Documents (in each case, as the same may be amended, restated, supplemented or otherwise modified from time to time), whether for principal, interest, fees, expenses or otherwise, and the Guarantor agrees to pay all Obligations now or hereafter existing under this Guarantee. Subject to Sections 2(c), 5 and 8, the Guarantor shall be released from liability hereunder when all Obligations shall have been indefeasibly paid in full in cash, and all commitments under the Second Term Loan Agreement and the Existing Term Loan have terminated or expired. The Guarantor acknowledges and agrees that (ia) no Secured Party the Bank has not made any representation or warranty to such Subsidiary the Guarantor with respect to the CompanyBorrowers, any of its subsidiariesLoan Document, any Transaction Documents Existing Loan Document or any agreement, instrument or document executed or delivered in connection therewith, with the Obligations or any other matter whatsoever, and (iib) such Subsidiary the Guarantor shall be liable hereunder, and such liability shall not be affected or impaired, irrespective of (Ai) the validity or enforceability of any Transaction DocumentsLoan Document, any Existing Loan Document or any agreement, instrument or document executed or delivered in connection therewithwith the Obligations, or the collectability of any of the Obligations, (Bii) the preference or priority ranking with respect to any of the Obligations, (Ciii) the existence, validity, enforceability or perfection of any security interest or collateral security under any Transaction DocumentsLoan Document, any Existing Loan Document or the release, exchange, substitution or loss or impairment of any such security interest or collateral security, (Div) any failure, delay, neglect or omission by any Secured Party the Bank to realize upon or protect any direct or indirect collateral security, indebtedness, liability or obligation, any Transaction DocumentsLoan Document, any Existing Loan Document or any agreement, instrument or document executed or delivered in connection therewith, or with any of the Obligations, (Ev) the existence or exercise of any right of set-off set‑off by any Secured Partythe Bank, (Fvi) the existence, validity or enforceability of any other guaranty with respect to any of the Obligations, the liability of any other person Person in respect of any of the Obligations, or the release of any such person Person or any other guarantor guarantor(s) of any of the Obligations, (Gvii) any act or omission of any Secured Party the Bank in connection with the administration of any Transaction Documents Loan Document, any Existing Loan Document or any of the Obligations, (Hviii) the bankruptcy, insolvency, reorganization or receivership of, or any other proceeding for the relief of debtors commenced by or against, any personPerson, (Iix) the disaffirmance or rejection, or the purported disaffirmance or purported rejection, rejection of any of the Obligations, any Transaction DocumentsLoan Document, any Existing Loan Document or any agreement, instrument or document executed or delivered in connection therewithwith any of the Obligations, in any bankruptcy, insolvency, reorganization or receivership, or any other proceeding for the relief of debtordebtors, relating to any personPerson, (Jx) any law, regulation or decree now or hereafter in effect which might in any manner affect any of the terms or provisions of any Transaction DocumentsLoan Document, any Existing Loan Document or any agreement, instrument or document executed or delivered in connection therewith or with any of the Obligations, or which might cause or permit to be invoked any alteration in the time, amount, manner or payment or performance of any of the Company's obligations Obligations and liabilities (including including, without limitation, the Obligationsobligations of the Borrowers), (Kxi) the merger or consolidation of the Company any Borrower into or with any personPerson, (Lxii) the sale by the Company any Borrower of all or any part of its assets, (Mxiii) the fact that at any time and from time to time none of the Obligations may be outstanding or owing to any Secured Partythe Bank, (Nxiv) any amendment amendment, restatement or modification of, or supplement to, any Transaction DocumentsLoan Document, any Existing Loan Document or (Oxv) any other reason or circumstance which might otherwise constitute a defense available to or a discharge of the Company any Borrower in respect of its obligations or liabilities (including the Obligations) or of such Subsidiary the Guarantor in respect of any of the Obligations obligations of the Guarantor (other than by the performance final and indefeasible payment in full thereofin cash of the Obligations).

Absolute Obligation. No Guarantor shall be released from liability hereunder unless and until the Maturity Date shall have occurred and either (a) the Issuing Bank shall not have any obligation under the Letters of Credit and the Borrower shall have paid in full in cash the outstanding principal balance of the Loans, together with all accrued interest thereon, all of the Reimbursement Obligations, and all other sums then due and owing under the Loan Documents, or (b) the Guarantor Obligations of such Guarantor shall have been paid in full in cash. Each Subsidiary Guarantor acknowledges and agrees that (i) no Secured Party neither the Administrative Agent, the Issuing Bank nor any Lender has made any representation or warranty to such Subsidiary Guarantor with respect to the CompanyBorrower, its Subsidiaries, any of its subsidiariesLoan Document, any Transaction Documents Interest Rate Protection Arrangement, or any agreement, instrument or document executed or delivered in connection therewith, or any other matter whatsoever, and (ii) such Subsidiary Guarantor shall be liable hereunder, and such liability shall not be affected or impaired, irrespective of (A) the validity or enforceability of any Transaction DocumentsLoan Document, any Interest Rate Protection Arrangement, or any agreement, instrument or document executed or delivered in connection therewith, or the collectability of any of the Borrower Obligations, (B) the preference or priority ranking with respect to any of the Borrower Obligations, (C) the existence, validity, enforceability or perfection of any security interest or collateral security under any Transaction DocumentsLoan Document, or any Interest Rate Protection Arrangement, or the release, exchange, substitution or loss or impairment of any such security interest or collateral security, (D) any failure, delay, neglect or omission by the Administrative Agent, the Issuing Bank or any Secured Party Lender to realize upon upon, enforce or protect any direct or indirect collateral security, indebtedness, liability or obligation, any Transaction DocumentsLoan Document, any Interest Rate Protection Arrangement, or any agreement, instrument or document executed or delivered in connection therewith, or any of the Borrower Obligations, (E) the existence or exercise of any right of set-off setoff by the Administrative Agent, the Issuing Bank or any Secured PartyLender, (F) the existence, validity or enforceability of any other guaranty with respect to any of the Borrower Obligations, the liability of any other person Person in respect of any of the Borrower Obligations, or the release of any such person Person or any other guarantor of any of the Borrower Obligations, (G) any act or omission of the Administrative Agent, the Issuing Bank or any Secured Party Lender in connection with the administration of any Transaction Documents Loan Document, any Interest Rate Protection Arrangement, or any of the Borrower Obligations, (H) the bankruptcy, insolvency, reorganization or receivership of, or any other proceeding for the relief of debtors commenced by or against, any personPerson, (I) the disaffirmance or rejection, or the purported disaffirmance or purported rejection, of any of the Borrower Obligations, any Transaction DocumentsLoan Document, any Interest Rate Protection Arrangement, or any agreement, instrument or document executed or delivered in connection therewith, in any bankruptcy, insolvency, reorganization or receivership, or any other proceeding for the relief of debtor, relating to any personPerson, (J) any law, regulation or decree now or hereafter in effect which might in any manner affect any of the terms or provisions of any Transaction DocumentsLoan Document, any Interest Rate Protection Arrangement, or any agreement, instrument or document executed or delivered in connection therewith or any of the Borrower Obligations, or which might cause or permit to be invoked any alteration in the time, amount, manner or payment or performance of any of the CompanyBorrower's obligations and liabilities (including the Borrower Obligations), (K) the merger or consolidation of the Company Borrower into or with any personPerson, (L) the sale by the Company Borrower of all or any part of its assets, (M) the fact that at any time and from time to time none of the Borrower Obligations may be outstanding or owing to the Administrative Agent, the Issuing Bank or any Secured PartyLender, (N) any amendment or modification of, or supplement to, any Transaction Documents, Loan Document or any Interest Rate Protection Arrangement or (O) any other reason or circumstance which might otherwise constitute a defense available to or a discharge of the Company Borrower in respect of its obligations or liabilities (including the Borrower Obligations) or of such Subsidiary Guarantor in respect of any of the Guarantor Obligations (other than by the performance in full thereof).

Absolute Obligation. No Borrower shall be released from liability hereunder unless and until the Termination Date shall have occurred and the outstanding principal balance of all Revolving Credit Loans, Swing Line Loans and Term Loans shall have been paid in full in cash, together with all accrued interest thereon and all other sums then due and owing under the Loan Documents. Each Subsidiary Guarantor Borrower acknowledges and agrees that (i) no Secured Party neither the Agent nor any Bank has made any representation or warranty to such Subsidiary Guarantor Borrower with respect to the Companyother Borrower, its Subsidiaries, any of its subsidiariesLoan Document, any Transaction Documents or any agreement, instrument or document executed or delivered in connection therewith, or any other matter whatsoever, and (ii) such Subsidiary Guarantor Borrower shall be liable hereunder, and such liability shall not be affected or impaired, irrespective of (A) the validity or enforceability of any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith, or the collectability of any of the Borrower Obligations, (B) the preference or priority ranking with respect to any of the Borrower Obligations, (C) the existence, validity, enforceability or perfection of any security interest or collateral security under any Transaction DocumentsLoan Document, or the release, exchange, substitution or loss or impairment of any such security interest or collateral security, (D) any failure, delay, neglect or omission by the Agent or any Secured Party Bank to realize upon upon, enforce or protect any direct or indirect collateral security, indebtedness, liability or obligation, any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith, or any of the Borrower Obligations, (E) the existence or exercise of any right of set-off by the Agent or any Secured PartyBank, (F) the existence, validity or enforceability of any other guaranty with respect to any of the Borrower Obligations, the liability of any other person Person in respect of any of the Borrower Obligations, or the release of any such person Person or any other guarantor of any of the Borrower Obligations, (G) any act or omission of the Agent or any Secured Party Bank in connection with the administration of any Transaction Documents Loan Document, or any of the Borrower Obligations, (H) the bankruptcy, insolvency, reorganization or receivership of, or any other proceeding for the relief of debtors commenced by or against, any personPerson, (I) the disaffirmance or rejection, or the purported disaffirmance or purported rejection, of any of the Borrower Obligations, any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith, in any bankruptcy, insolvency, reorganization or receivership, or any other proceeding for the relief of debtor, relating to any personPerson, (J) any law, regulation or decree now or hereafter in effect which might in any manner affect any of the terms or provisions of any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith or any of the Borrower Obligations, or which might cause or permit to be invoked any alteration in the time, amount, amount or manner or of payment or performance of any of the Company's obligations Borrower Obligations and liabilities (including the Obligations)liabilities, (K) the merger or consolidation of the Company either Borrower into or with any personPerson, (L) the sale by the Company either Borrower of all or any part of its assets, (M) the fact that at any time and from time to time none of the Borrower Obligations may be outstanding or owing to the Agent or any Secured PartyBank, (N) any amendment or modification of, or supplement to, any Transaction Documents, Loan Document or (O) any other reason or circumstance which might otherwise constitute a defense available to or a discharge of the Company a Borrower in respect of its their respective obligations or liabilities (including the Borrower Obligations) ), or any other fact or circumstance which would excuse the obligation of such Subsidiary Guarantor in respect of any of the Obligations (a guarantor or surety, other than by the performance in full thereof. Each Borrower waives, in its capacity as a guarantor hereunder, (i) presentment, demand, protest and notice of any kind (including, without limitation, notice of dishonor); (ii) any defense based upon or arising out of any defense which the other Borrower may have to the payment or performance of any part of its Borrower Obligations; (iii) any defense based upon any disbursements by the Agent or the Banks to either Borrower pursuant to any agreements or instruments governing the Borrower Obligations whether same be deemed an additional advance or be deemed to be paid out of any special interest or other fund accounts, as constituting unauthorized payments hereunder or amounts not guaranteed by this guaranty; (iv) all suretyship defenses generally, (v) until the indefeasible payment in full of the Borrower Obligations, all rights of each Borrower in its capacity as guarantor to proceed against the other Borrower, including but not limited to all rights of subrogation and all rights to enforce any remedy that the Agent or any Bank may have against such Borrower and (vi) all rights to participate in any security held by the Agent on behalf of the Banks or by any Bank for the Borrower Obligations.

Absolute Obligation. Subject to Section 20, no Guarantor shall be released from liability hereunder unless and until the Maturity Date shall have occurred and either (a) the Borrower Obligations shall have been paid in full, in cash, or (b) the Guarantor Obligations of such Guarantor shall have been paid in full, in cash. Each Subsidiary Guarantor acknowledges and agrees that (i1) no neither the Collateral Agent nor any Secured Party Creditor has made any representation or warranty to such Subsidiary Guarantor with respect to the CompanyBorrower, its Subsidiaries, any of its subsidiariesLoan Document, any Transaction Documents Interest Rate Protection Arrangement, or any agreement, instrument or document executed or delivered in connection therewith, therewith or any other matter whatsoever, and (ii2) such Subsidiary Guarantor shall be liable hereunder, and such liability shall not be affected or impaired, irrespective of (A) the validity or enforceability of any Transaction DocumentsLoan Document, any Interest Rate Protection Arrangement, or any agreement, instrument or document executed or delivered in connection therewith, or the collectability of any of the Borrower Obligations, (B) the preference or priority ranking with respect to any of the Borrower Obligations, (C) the existence, validity, enforceability or perfection of any security interest or collateral security under any Transaction DocumentsLoan Document, or any Interest Rate Protection Arrangement, or the release, exchange, substitution or loss or impairment of any such security interest or collateral security, (D) any failure, delay, neglect or omission by the Collateral Agent or any Secured Party Creditor to realize upon or protect any direct or indirect collateral security, indebtedness, liability or obligation, any Transaction DocumentsLoan Document, any Interest Rate Protection Arrangement, or any agreement, instrument or document executed or delivered in connection therewith, or any of the Borrower Obligations, (E) the existence or exercise of any right of set-off by the Collateral Agent or any Secured PartyCreditor, (F) the existenceex istence, validity or enforceability of any other guaranty with respect to any of the Borrower Obligations, the liability of any other person Person in respect of any of the Borrower Obligations, or the release of any such person Person or any other guarantor of any of the Borrower Obligations, (G) any act or omission of the Collateral Agent or any Secured Party Creditor in connection with the administration of any Transaction Documents Loan Document, any Interest Rate Protection Arrangement, or any of the Borrower Obligations, (H) the bankruptcy, insolvency, reorganization or receivership of, or any other proceeding for the relief of debtors commenced com menced by or against, any personPerson, (I) the disaffirmance or rejection, or the purported disaffirmance or purported rejection, of any of the Borrower Obligations, any Transaction DocumentsLoan Docu ment, any Interest Rate Protection Arrangement, or any agreement, instrument or document executed or delivered in connection therewith, in any bankruptcy, insolvency, reorganization or receivership, or any other proceeding for the relief of debtor, relating to any personPerson, (J) any law, regulation or decree now or hereafter in effect which might in any manner affect any of the terms or provisions of any Transaction DocumentsLoan Document, any Interest Rate Protection Arrangement, or any agreement, instrument or document executed or delivered in connection therewith or any of the Borrower Obligations, or which might cause or permit to be invoked any alteration in the time, amount, manner or payment or performance of any of the CompanyBorrower's obligations and liabilities (including including, without limitation, the Borrower Obligations), (K) the merger or consolidation of the Company Borrower into or with any personPerson, (L) the sale by the Company Borrower of all or any part of its assets, (M) the fact that at any time and from time to time none of the Borrower Obligations may be outstanding or owing to the Collateral Agent or any Secured PartyCreditor, (N) any amendment or modification of, or supplement supple ment to, any Transaction Documents, Loan Document or any Interest Rate Protection Arrangement or (O) any other reason or circumstance which might otherwise constitute a defense available to or a discharge dis charge of the Company Borrower in respect of its obligations or liabilities (including including, without limitation, the Borrower Obligations) or of such Subsidiary Guarantor in respect of any of the Guaran tor Obligations (other than by the performance in full thereof).

Absolute Obligation. Subject to Section 12.5(c), no Subsidiary Guarantor shall be released from liability hereunder unless and until the Commitments have terminated and either (i) the Borrower shall have paid in full the outstanding principal balance of the Loans, together with all accrued and unpaid interest thereon, and all other amounts then due and owing under the Loan Documents, or (ii) the Guarantor Obligations of such Subsidiary Guarantor shall have been paid in full in cash. Each Subsidiary Guarantor acknowledges and agrees that (ia) no Secured Credit Party has made any representation or warranty to such Subsidiary Guarantor with respect to the CompanyBorrower, any of its subsidiariesSubsidiaries, any Transaction Documents Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, or any other matter whatsoever, and (iib) such Subsidiary Guarantor shall be liable hereunder, and such liability shall not be affected or impaired, irrespective of (A) the validity or enforceability of any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith, or the collectability of any of the Borrower Obligations, (B) the preference or priority ranking with respect to any of the Borrower Obligations, (C) the existence, validity, enforceability or perfection of any security interest or collateral security under any Transaction DocumentsLoan Document, or the release, exchange, substitution or loss or impairment of any such security interest or collateral security, (D) any failure, delay, neglect or omission by any Secured Credit Party to realize upon or protect any direct or indirect collateral security, indebtedness, liability or obligation, any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith, or any of the Borrower Obligations, (E) the existence or exercise of any right of set-off by any Secured Credit Party, (F) the existence, validity or enforceability of any other guaranty guarantee with respect to any of the Borrower Obligations, the liability of any other person Person in respect of any of the Borrower Obligations, or the release of any such person Person or any other guarantor of any of the Borrower Obligations, (G) any act or omission of any Secured Credit Party in connection with the administration of any Transaction Documents Loan Document or any of the Borrower Obligations, (H) the bankruptcy, insolvency, reorganization or receivership of, or any other proceeding for the relief of debtors commenced by or against, any personPerson, (I) the disaffirmance or rejection, or the purported disaffirmance or purported rejection, of any of the Borrower Obligations, any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith, in any bankruptcy, insolvency, reorganization or receivership, or any other proceeding for the relief of debtor, relating to any personPerson, (JI) any law, regulation or decree now or hereafter in effect which that might in any manner affect any of the terms or provisions of any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith or any of the Borrower Obligations, or which that might cause or permit to be invoked any alteration in the time, amount, manner or payment or performance of any of the CompanyBorrower's obligations and liabilities (including the Borrower Obligations), (K) the merger or consolidation of the Company Borrower into or with any personPerson, (L) the sale by the Company Borrower of all or any part of its assets, (M) the fact that at any time and from time to time none of the Borrower Obligations may be outstanding or owing to any Secured Credit Party, (N) any amendment or modification of, or supplement to, any Transaction DocumentsLoan Document, or (O) any other reason or circumstance which that might otherwise constitute a defense available to or a discharge of the Company Borrower in respect of its obligations or liabilities (including the Borrower Obligations) or of such Subsidiary Guarantor in respect of any of the Guarantor Obligations (other than by the performance in full thereof).

Absolute Obligation. Each The Subsidiary Guarantor shall not be released from liability hereunder unless and until the Commitments and Swingline Commitment have terminated and no Letters of Credit remain outstanding and either (i) the Borrower shall have paid in full the outstanding principal balance of the Loans, together with all accrued and unpaid interest thereon, and all other amounts then due and owing under the Loan Documents, or (ii) the Guarantor Obligations of the Subsidiary Guarantor shall have been paid in full in cash. The Subsidiary Guarantor acknowledges and agrees that (ia) no Secured Credit Party has made any representation or warranty to such the Subsidiary Guarantor with respect to the CompanyBorrower, any of its subsidiariesSubsidiaries, any Transaction Documents Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, or any other matter whatsoever, and (iib) such the Subsidiary Guarantor shall be liable hereunder, and such liability shall not be affected or impaired, irrespective of (A) the validity or enforceability of any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith, or the collectability of any of the Borrower Obligations, (B) the preference or priority ranking with respect to any of the Borrower Obligations, (C) the existence, validity, enforceability or perfection of any security interest or collateral security under any Transaction DocumentsLoan Document, or the release, exchange, substitution or loss or impairment of any such security interest or collateral security, (D) any failure, delay, neglect or omission by any Secured Credit Party to realize upon or protect any direct or indirect collateral security, indebtedness, liability or obligation, any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith, or any of the Borrower Obligations, (E) the existence or exercise of any right of set-off by any Secured Credit Party, (F) the existence, validity or enforceability of any other guaranty guarantee with respect to any of the Borrower Obligations, the liability of any other person Person in respect of any of the Borrower Obligations, or the release of any such person Person or any other guarantor of any of the Borrower Obligations, (G) any act or omission of any Secured Credit Party in connection with the administration of any Transaction Documents Loan Document or any of the Borrower Obligations, (H) the bankruptcy, insolvency, reorganization or receivership of, or any other proceeding for the relief of debtors commenced by or against, any personPerson, (I) the disaffirmance or rejection, or the purported disaffirmance or purported rejection, of any of the Borrower Obligations, any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith, in any bankruptcy, insolvency, reorganization or receivership, or any other proceeding for the relief of debtor, relating to any personPerson, (J) any law, regulation or decree now or hereafter in effect which might in any manner affect any of the terms or provisions of any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith or any of the Borrower Obligations, or which might cause or permit to be invoked any alteration in the time, amount, manner or payment or performance of any of the CompanyBorrower's obligations and liabilities (including the Borrower Obligations), (K) the merger or consolidation of the Company Borrower into or with any personPerson, (L) the sale by the Company Borrower of all or any part of its assets, (M) the fact that at any time and from time to time none of the Borrower Obligations may be outstanding or owing to any Secured Credit Party, (N) any amendment or modification of, or supplement to, any Transaction DocumentsLoan Document, or (O) any other reason or circumstance which might otherwise constitute a defense available to or a discharge of the Company Borrower in respect of its obligations or liabilities (including the Borrower Obligations) or of such the Subsidiary Guarantor in respect of any of the Guarantor Obligations (other than by the performance in full thereof).

Absolute Obligation. Each Subsidiary Guarantor acknowledges and agrees that (i) no Secured Party has made any representation or warranty to such Subsidiary Guarantor with respect to the Company, any of its subsidiaries, any Transaction Loan Documents or any agreement, instrument or document executed or delivered in connection therewith, or any other matter whatsoever, and (ii) such Subsidiary Guarantor shall be liable hereunder, and such liability shall not be affected or impaired, irrespective of (A) the validity or enforceability of any Transaction DocumentsLoan Documents , or any agreement, instrument or document executed or delivered in connection therewith, or the collectability of any of the Obligations, (B) the preference or priority ranking with respect to any of the Obligations, (C) the existence, validity, enforceability or perfection of any security interest or collateral security under any Transaction DocumentsLoan Documents , or the release, exchange, substitution or loss or impairment of any such security interest or collateral security, (D) any failure, delay, neglect or omission by any Secured Party to realize upon or protect any direct or indirect collateral security, indebtedness, liability or obligation, any Transaction DocumentsLoan Documents , or any agreement, instrument or document executed or delivered in connection therewith, or any of the Obligations, (E) the existence or exercise of any right of set-off by any Secured Party, (F) the existence, validity or enforceability of any other guaranty with respect to any of the Obligations, the liability of any other person in respect of any of the Obligations, or the release of any such person or any other guarantor of any of the Obligations, (G) any act or omission of any Secured Party in connection with the administration of any Transaction Loan Documents or any of the Obligations, (H) the bankruptcy, insolvency, reorganization or receivership of, or any other proceeding for the relief of debtors commenced by or against, any person, (I) the disaffirmance or rejection, or the purported disaffirmance or purported rejection, of any of the Obligations, any Transaction DocumentsLoan Documents , or any agreement, instrument or document executed or delivered in connection therewith, in any bankruptcy, insolvency, reorganization or receivership, or any other proceeding for the relief of debtor, relating to any person, (J) any law, regulation or decree now or hereafter in effect which might in any manner affect any of the terms or provisions of any Transaction DocumentsLoan Documents , or any agreement, instrument or document executed or delivered in connection therewith or any of the Obligations, or which might cause or permit to be invoked any alteration in the time, amount, manner or payment or performance of any of the Company's obligations and liabilities (including the Obligations), (K) the merger or consolidation of the Company into or with any person, (L) the sale by the Company of all or any part of its assets, (M) the fact that at any time and from time to time none of the Obligations may be outstanding or owing to any Secured Party, (N) any amendment or modification of, or supplement to, any Transaction DocumentsLoan Documents , or (O) any other reason or circumstance which might otherwise constitute a defense available to or a discharge of the Company in respect of its obligations or liabilities (including the Obligations) or of such Subsidiary Guarantor in respect of any of the Obligations (other than by the performance in full thereof).

Absolute Obligation. No Subsidiary Guarantor shall be released from liability hereunder unless and until the Commitments of the Lenders have terminated and either (i) the Borrower shall have paid in full the outstanding principal balance of the Loans, together with all accrued and unpaid interest thereon, and all other amounts then due and owing under the Loan Documents, or (ii) the Guarantor Obligations of such Subsidiary Guarantor shall have been paid in full in cash. Each Subsidiary Guarantor acknowledges and agrees that (ia) no Secured Credit Party has made any representation or warranty to such Subsidiary Guarantor with respect to the CompanyBorrower, any of its subsidiariesSubsidiaries, any Transaction Documents Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, or any other matter whatsoever, and (iib) such Subsidiary Guarantor shall be liable hereunder, and such liability shall not be affected or impaired, irrespective of (A) the validity or enforceability of any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith, or the collectability of any of the Borrower Obligations, (B) the preference or priority ranking with respect to any of the Borrower Obligations, (C) the existence, validity, enforceability or perfection of any security interest or collateral security under any Transaction DocumentsLoan Document, or the release, exchange, substitution substitution, failure to perfect or loss or impairment of any such security interest or collateral security, (D) any failure, delay, neglect or omission by any Secured Credit Party to realize upon or protect any direct or indirect collateral security, indebtedness, liability or obligation, any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith, or any of the Borrower Obligations, (E) the existence or exercise of any right of set-off by any Secured Credit Party, (F) the existence, validity or enforceability of any other guaranty guarantee with respect to any of the Borrower Obligations, the liability of any other person Person in respect of any of the Borrower Obligations, or the release of any such person Person or any other guarantor (including any other Subsidiary Guarantor) of any of the Borrower Obligations, (G) any act or omission of any Secured Credit Party in connection with the administration of any Transaction Documents Loan Document or any of the Borrower Obligations, (H) the bankruptcy, insolvency, reorganization or receivership of, or any other proceeding for the relief of debtors commenced by or against, any personPerson, (I) the disaffirmance or rejection, or the purported disaffirmance or purported rejection, of any of the Borrower Obligations, any Transaction Documentsof the Guarantor Obligations of any other Subsidiary Guarantor, any Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, in any bankruptcy, insolvency, reorganization or receivership, or any other proceeding for the relief of debtor, relating to any personPerson or otherwise, (J) any law, regulation or decree now or hereafter in effect which might in any manner affect any of the terms or provisions of any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith or any of the Borrower Obligations, or which might cause or permit to be invoked any alteration in the time, amount, manner or payment or performance of any of the Company's Borrower’s obligations and liabilities (including the Borrower Obligations), (K) the merger or consolidation of the Company Borrower or any other Subsidiary Guarantor into or with any personPerson, (L) the sale by the Company Borrower or any other Subsidiary Guarantor of all or any part of its assets, (M) the fact that at any time and from time to time none of the Borrower Obligations may be outstanding or owing to any Secured Credit Party, (N) any amendment or modification of, or supplement to, any Transaction DocumentsLoan Document, or (O) any other reason or circumstance which might otherwise constitute a defense available to or a discharge of the Company Borrower in respect of its obligations or liabilities (including the Borrower Obligations) or of such or any other Subsidiary Guarantor in respect of any of the Guarantor Obligations (other than by the performance in full thereof).

Absolute Obligation. No Guarantor shall be released from liability hereunder unless and until the Commitments have terminated and either (i) each Borrower shall have paid in full the outstanding principal balance of the Extensions of Credit owing by such Borrower, together with all accrued and unpaid interest thereon, and all other amounts then due and owing under the Loan Documents, or (ii) the Obligations of such Guarantor shall have been paid in full in cash. Each Subsidiary Guarantor acknowledges and agrees that (ia) no Secured Party Bank has made any representation or warranty to such Subsidiary Guarantor with respect to the Companyeither Borrower, any of its subsidiariesSubsidiaries, any Transaction Documents Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, or any other matter whatsoever, and (iib) such Subsidiary Guarantor shall be liable hereunder, and such liability shall not be affected or impaired, irrespective of (A) the validity or enforceability of any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith, or the collectability of any of the Obligations, (B) the preference or priority ranking with respect to any of the Obligations, (C) the existence, validity, enforceability or perfection of any security interest or collateral security under any Transaction DocumentsLoan Document, or the release, exchange, substitution or loss or impairment of any such security interest or collateral security, (D) any failure, delay, neglect or omission by any Secured Party Bank to realize upon or protect any direct or indirect collateral security, indebtedness, liability or obligation, any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith, or any of the Obligations, (E) the existence or exercise of any right of set-off by any Secured PartyBank, (F) the existence, validity or enforceability 0enforceability of any other guaranty guarantee with respect to any of the Obligations, the liability of any other person Person in respect of any of the Obligations, or the release of any such person Person or any other guarantor of any of the Obligations, (G) any act or omission of any Secured Party Bank in connection with the administration of any Transaction Documents Loan Document or any of the Obligations, (H) the bankruptcy, insolvency, reorganization or receivership of, or any other proceeding for the relief of debtors commenced by or against, any personPerson, (I) the disaffirmance or rejection, or the purported disaffirmance or purported rejection, of any of the Obligations, any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith, in any bankruptcy, insolvency, reorganization or receivership, or any other proceeding for the relief of debtor, relating to any personPerson, (J) any law, regulation or decree now or hereafter in effect which that might in any manner affect any of the terms or provisions of any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith or any of the Obligations, or which that might cause or permit to be invoked any alteration in the time, amount, manner or payment or performance of any of the CompanyPrimary Borrower Obligor's obligations and liabilities (including the its Obligations), (K) the merger or consolidation of the Company Primary Borrower Obligor into or with any personPerson, (L) the sale by the Company Primary Borrower Obligor of all or any part of its assets, (M) the fact that at any time and from time to time none of the Obligations may be outstanding or owing to any Secured PartyBank, (N) any amendment or modification of, or supplement to, any Transaction DocumentsLoan Document, or (O) any other reason or circumstance which that might otherwise constitute a defense available to or a discharge of the Company Primary Borrower Obligor in respect of its obligations or liabilities (including the Obligations) or of such Subsidiary Guarantor in respect of any of the Guarantor Obligations (other than by the performance in full thereof).

Absolute Obligation. Subject to Section 12.5(c), no Subsidiary Guarantor shall be released from liability hereunder unless and until the Commitments have terminated and either (i) the Borrower shall have paid in full the outstanding principal balance of the Revolving Loans, together with all accrued and unpaid interest thereon, and all other amounts then due and owing under the Loan Documents, or (ii) the Guarantor Obligations of such Subsidiary Guarantor shall have been paid in full in cash. Each Subsidiary Guarantor acknowledges and agrees that (ia) no Secured Credit Party has made any representation or warranty to such Subsidiary Guarantor with respect to the CompanyBorrower, any of its subsidiariesSubsidiaries, any Transaction Documents Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, or any other matter whatsoever, and (iib) such Subsidiary Guarantor shall be liable hereunder, and such liability shall not be affected or impaired, irrespective of (A) the validity or enforceability of any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith, or the collectability of any of the Borrower Obligations, (B) the preference or priority ranking with respect to any of the Borrower Obligations, (C) the existence, validity, enforceability or perfection of any security interest or collateral security under any Transaction DocumentsLoan Document, or the release, exchange, substitution or loss or impairment of any such security interest or collateral security, (D) any failure, delay, neglect or omission by any Secured Credit Party to realize upon or protect any direct or indirect collateral security, indebtedness, liability or obligation, any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith, or any of the Borrower Obligations, (E) the existence or exercise of any right of set-set- off by any Secured Credit Party, (F) the existence, validity or enforceability of any other guaranty guarantee with respect to any of the Borrower Obligations, the liability of any other person Person in respect of any of the Borrower Obligations, or the release of any such person Person or any other guarantor of any of the Borrower Obligations, (G) any act or omission of any Secured Credit Party in connection with the administration of any Transaction Documents Loan Document or any of the Borrower Obligations, (H) the bankruptcy, insolvency, reorganization or receivership of, or any other proceeding for the relief of debtors commenced by or against, any personPerson, (I) the disaffirmance or rejection, or the purported disaffirmance or purported rejection, of any of the Borrower Obligations, any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith, in any bankruptcy, insolvency, reorganization or receivership, or any other proceeding for the relief of debtor, relating to any personPerson, (J) any law, regulation or decree now or hereafter in effect which that might in any manner affect any of the terms or provisions of any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith or any of the Borrower Obligations, or which that might cause or permit to be invoked any alteration in the time, amount, manner or payment or performance of any of the CompanyBorrower's obligations and liabilities (including the Borrower Obligations), (K) the merger or consolidation of the Company Borrower into or with any personPerson, (L) the sale by the Company Borrower of all or any part of its assets, (M) the fact that at any time and from time to time none of the Borrower Obligations may be outstanding or owing to any Secured Credit Party, (N) any amendment or modification of, or supplement to, any Transaction DocumentsLoan Document, or (O) any other reason or circumstance which that might otherwise constitute a defense available to or a discharge of the Company Borrower in respect of its obligations or liabilities (including the Borrower Obligations) or of such Subsidiary Guarantor in respect of any of the Guarantor Obligations (other than by the performance in full thereof).

Absolute Obligation. No Subsidiary Guarantor shall be released from liability hereunder unless and until the Commitments of the Lenders have terminated and either (i) the Borrower shall have paid in full the outstanding principal balance of the Loans, together with all accrued and unpaid interest thereon, and all other amounts then due and owing under the Loan Documents, or (ii) the Guarantor Obligations of such Subsidiary Guarantor shall have been paid in full in cash. Each Subsidiary Guarantor acknowledges and agrees that (ia) no Secured Credit Party has made any representation or warranty to such Subsidiary Guarantor with respect to the CompanyBorrower, any of its subsidiariesSubsidiaries, any Transaction Documents Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, or any other matter whatsoever, and (iib) such Subsidiary Guarantor shall be liable hereunder, and such liability shall not be affected or impaired, irrespective of (A) the validity or enforceability of any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith, or the collectability of any of the Borrower Obligations, (B) the preference or priority ranking with respect to any of the Borrower Obligations, (C) the existence, validity, enforceability or perfection of any security interest or collateral security under any Transaction DocumentsLoan Document, or the release, exchange, substitution or loss or impairment of any such security interest or collateral security, (D) any failure, delay, neglect or omission by any Secured Credit Party to realize upon or protect any direct or indirect collateral security, indebtedness, liability or obligation, any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith, or any of the Borrower Obligations, (E) the existence or exercise of any right of set-off by any Secured Credit Party, (F) the existence, validity or enforceability of any other guaranty guarantee with respect to any of the Borrower Obligations, the liability of any other person Person in respect of any of the Borrower Obligations, or the release of any such person Person or any other guarantor of any of the Borrower Obligations, (G) any act or omission of any Secured Credit Party in connection with the administration of any Transaction Documents Loan Document or any of the Borrower Obligations, (H) the bankruptcy, insolvency, reorganization or receivership of, or any other proceeding for the relief of debtors commenced by or against, any personPerson, (I) the disaffirmance or rejection, or the purported disaffirmance or purported rejection, of any of the Borrower Obligations, any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith, in any bankruptcy, insolvency, reorganization or receivership, or any other proceeding for the relief of debtor, relating to any personPerson, (J) any law, regulation or decree now or hereafter in effect which might in any manner affect any of the terms or provisions of any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith or any of the Borrower Obligations, or which might cause or permit to be invoked any alteration in the time, amount, manner or payment or performance of any of the Company's Borrower’s obligations and liabilities (including the Borrower Obligations), (K) the merger or consolidation of the Company Borrower into or with any personPerson, (L) the sale by the Company Borrower of all or any part of its assets, (M) the fact that at any time and from time to time none of the Borrower Obligations may be outstanding or owing to any Secured Credit Party, (N) any amendment or modification of, or supplement to, any Transaction DocumentsLoan Document, or (O) any other reason or circumstance which might otherwise constitute a defense available to or a discharge of the Company Borrower in respect of its obligations or liabilities (including the Borrower Obligations) or of such Subsidiary Guarantor in respect of any of the Guarantor Obligations (other than by the performance in full thereof).

Absolute Obligation. Subject to Section 12.05(c), no Guarantor shall be released from liability hereunder unless and until the Commitments have terminated and either (i) the Company shall have paid in full the outstanding principal balance of the Loans, together with all accrued and unpaid interest thereon, and all other amounts then due and owing under the this Credit Agreement and the other Basic Documents, or (ii) the Guarantor Obligations of such Guarantor shall have been paid in full in cash. Each Subsidiary Guarantor acknowledges and agrees that (ia) no Secured Party Bank has made any representation or warranty to such Subsidiary Guarantor with respect to the Company, any of its subsidiariesSubsidiaries, any Transaction Documents Basic Document, or any agreement, instrument or document executed or delivered in connection therewith, or any other matter whatsoever, and (iib) such Subsidiary Guarantor shall be liable hereunder, and such liability shall not be affected or impaired, irrespective of (A) the validity or enforceability of any Transaction DocumentsBasic Document, or any agreement, instrument or document executed or delivered in connection therewith, or the collectability of any of the Company Obligations, (B) the preference or priority ranking with respect to any of the Company Obligations, (C) the existence, validity, enforceability or perfection of any security interest or collateral security under any Transaction DocumentsBasic Document, or the release, exchange, substitution or loss or impairment of any such security interest or collateral security, (D) any failure, delay, neglect or omission by any Secured Party Bank to realize upon or protect any direct or indirect collateral security, indebtedness, liability or obligation, any Transaction DocumentsBasic Document, or any agreement, instrument or document executed or delivered in connection therewith, or any of the Company Obligations, (E) the existence or exercise of any right of set-off by any Secured PartyBank, (F) the existence, validity or enforceability of any other guaranty guarantee with respect to any of the Company Obligations, the liability of any other person Person in respect of any of the Company Obligations, or the release of any such person Person or any other guarantor of any of the Company Obligations, (G) any act or omission of any Secured Party Bank in connection with the administration of any Transaction Documents Basic Document or any of the Company Obligations, (H) the bankruptcy, insolvency, reorganization or receivership of, or any other proceeding for the relief of debtors commenced by or against, any personPerson, (I) the disaffirmance or rejection, or the purported disaffirmance or purported rejection, of any of the Company Obligations, any Transaction DocumentsBasic Document, or any agreement, instrument or document executed or delivered in connection therewith, in any bankruptcy, insolvency, reorganization or receivership, or any other proceeding for the relief of debtor, relating to any personPerson, (J) any law, regulation or decree now or hereafter in effect which that might in any manner affect any of the terms or provisions of any Transaction DocumentsBasic Document, or any agreement, instrument or document executed or delivered in connection therewith or any of the Company Obligations, or which that might cause or permit to be invoked any alteration in the time, amount, manner or payment or performance of any of the Company's obligations and liabilities (including the Company Obligations), (K) the merger or consolidation of the Company into or with any personPerson (including without limitation the Merger), (L) the sale by the Company of all or any part of its assets, (M) the fact that at any time and from time to time none of the Company Obligations may be outstanding or owing to any Secured PartyBank, (N) any amendment or modification of, or supplement to, any Transaction DocumentsBasic Document, or (O) any other reason or circumstance which that might otherwise constitute a defense available to or a discharge of the Company in respect of its obligations or liabilities (including the Company Obligations) or of such Subsidiary Guarantor in respect of any of the Guarantor Obligations (other than by the performance in full thereof).

Absolute Obligation. Each The Parent Borrower shall not be released from liability hereunder unless and until the Revolving Credit Maturity Date shall have occurred, the Commitments have been terminated and all outstanding Subsidiary Guarantor Obligations shall have been paid in full in cash. The Parent Borrower acknowledges and agrees that (i) no Secured Party has made any representation or warranty to such Subsidiary Guarantor with respect to the Company, any of its subsidiaries, any Transaction Documents or any agreement, instrument or document executed or delivered in connection therewith, or any other matter whatsoever, and (ii) such Subsidiary Guarantor it shall be liable hereunder, and such liability shall not be affected or impaired, irrespective of (A) the validity or enforceability of any Transaction DocumentsLoan Document against any Subsidiary Borrower, or any agreement, instrument or document executed or delivered in connection therewith, or the collectability collectibility of any of the Subsidiary Obligations, (B) the preference or priority ranking with respect to any of the Subsidiary Obligations, (C) the existence, validity, enforceability or perfection of any security interest or collateral security under any Transaction DocumentsLoan Document, or the release, exchange, substitution or loss or impairment of any such security interest or collateral security, (D) any failure, delay, neglect or omission by the Administrative Agent or any Secured Party Lender to realize upon upon, enforce or protect any direct or indirect collateral security, indebtedness, liability or obligation, any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith, or any of the Subsidiary Obligations, (E) the existence or exercise of any right of set-off by the Administrative Agent or any Secured PartyLender, (F) the existence, validity or enforceability of any other guaranty with respect to any of the Subsidiary Obligations, the liability of any other person Person in respect of any of the Subsidiary Obligations, or the release of any such person Person or any other guarantor of any of the Subsidiary Obligations, (G) any act or omission of the Administrative Agent or any Secured Party Lender in connection with the administration of any Transaction Documents Loan Document, or any of the Subsidiary Obligations, (H) the bankruptcy, insolvency, reorganization or receivership of, Table of Contents or any other proceeding for the relief of debtors commenced by or against, any personPerson, (I) the disaffirmance or rejection, or the purported disaffirmance or purported rejection, of any of the Subsidiary Obligations, any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith, in any bankruptcy, insolvency, reorganization or receivership, or any other proceeding for the relief of debtor, relating to any personPerson, (J) any law, regulation or decree now or hereafter in effect which might in any manner affect any of the terms or provisions of any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith or any of the Subsidiary Obligations, or which might cause or permit to be invoked any alteration in the time, amount, amount or manner or of payment or performance of any of the Company's obligations Subsidiary Obligations and liabilities (including the Obligations)liabilities, (K) the merger or consolidation of the Company Parent Borrower into or with any personPerson, (L) the sale by any Subsidiary Borrower or the Company Parent Borrower of all or any part of its assets, (M) the fact that at any time and from time to time none of the Obligations there may be no Subsidiary Obligations outstanding or owing to the Administrative Agent or any Secured PartyLender, (N) any amendment or modification of, or supplement to, any Transaction Documents, Loan Document or (O) any other reason or circumstance which might otherwise constitute a defense available to or a discharge of the Company Parent Borrower in respect of its obligations or liabilities (including the Subsidiary Obligations) ), or any other fact or circumstance which would excuse the obligation of such Subsidiary Guarantor in respect of any of the Obligations (a guarantor or surety, other than by the performance in full thereof. The Parent Borrower waives (i), demand, protest and notice of any kind; (ii) any defense based upon or arising out of any defense which any Subsidiary Borrower may have to the payment or performance of any part of its Subsidiary Obligations; (iii) any defense based upon any disbursements by the Administrative Agent or the Lenders to any Subsidiary Borrower pursuant to any agreements or instruments governing the Subsidiary Obligations, whether same be deemed an additional advance or be deemed to be paid out of any special interest or other fund accounts, as constituting unauthorized payments hereunder or amounts not guaranteed by this guaranty; (iv) until the indefeasible payment in full of the Subsidiary Obligations, all rights of the Parent Borrower to proceed against any Subsidiary Borrower, including but not limited to all rights of subrogation and all rights to enforce any remedy that the Parent Borrower may have against any Subsidiary Borrower and (v) all rights to participate in any security held by the Administrative Agent for the Subsidiary Obligations.

Absolute Obligation. Each Subsidiary Guarantor acknowledges and agrees that (i) no Secured Party has made any representation or warranty to such Subsidiary Guarantor with respect to the Company, any of its subsidiaries, any Transaction Documents or any agreement, instrument or document executed or delivered in connection therewith, or any other matter whatsoever, and (ii) such Subsidiary Guarantor The Parent shall be liable hereunderunder this Guaranty, and such liability this Guaranty shall not be affected or impaired, irrespective 106 of (A) the validity or enforceability of any Transaction Documents, Loan Document or any agreement, instrument or document executed or delivered in connection therewith, or the collectability of any of the Facility Obligations, (B) the preference or priority ranking with respect to any of the Facility Obligations, (C) the existence, validity, enforceability or perfection of any security interest or collateral security (if any exists at any time) under any Transaction DocumentsLoan Document, or the release, exchange, substitution or loss or impairment of any such security interest or collateral security, (D) any failure, delay, neglect or omission by the Administrative Agent, any Secured Party Issuing Bank, the Swing Line Lender or any Lender to realize upon or protect any direct or indirect collateral security, indebtedness, liability or obligation, any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith, or any of the Facility Obligations, (E) the existence or exercise of any right of set-off by the Administrative Agent, any Secured PartyIssuing Bank, the Swing Line Lender or any Lender, (F) the existence, validity or enforceability of any other guaranty with respect to any of the Facility Obligations, the liability of any other person Person in respect of any of the Facility Obligations, or the release of any such person Person or any other guarantor of any of the Facility Obligations, (G) any act or omission of the Administrative Agent, any Secured Party Issuing Bank, the Swing Line Lender or any Lender in connection with the administration of any Transaction Documents Loan Document or any of the Facility Obligations, (H) the bankruptcy, insolvency, reorganization or receivership of, or any other proceeding for the relief of debtors commenced by or against, any personPerson, (I) the disaffirmance or rejection, or the purported disaffirmance or purported rejection, of any of the Facility Obligations, any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith, in any bankruptcy, insolvency, reorganization or receivership, or any other proceeding for the relief of debtor, relating to any personPerson, (J) any law, regulation or decree now or hereafter in effect which might in any manner affect any of the terms or provisions of any Transaction Documents, Loan Document or any agreement, instrument or document executed or delivered in connection therewith or any of the Facility Obligations, or which might cause or permit to be invoked any alteration in the time, amount, manner or payment or performance of any of the CompanyBorrower's obligations and liabilities (including including, without limitation, the Facility Obligations), (K) the merger or consolidation of the Company Borrower into or with any personPerson, (L) the sale by the Company Borrower of all or any part of its assets, (M) the 107 fact that at any time and from time to time none of the Facility Obligations may be outstanding or owing to the Administrative Agent, any Secured PartyIssuing Bank, the Swing Line Lender or any Lender, (N) any amendment or modification of, or supplement to, any Transaction DocumentsLoan Document, or (O) any other reason or circumstance which might otherwise constitute a defense available to or a discharge of the Company Borrower in respect of its obligations or liabilities (including including, without limitation, the Facility Obligations) or of such Subsidiary Guarantor the Parent in respect of any of the Parent Obligations (other than by the performance in full thereof).

Absolute Obligation. Each The Subsidiary Guarantor acknowledges and agrees that (i) no Secured Party has made any representation or warranty to such Subsidiary Guarantor with respect to the Company, any of its subsidiaries, any Transaction Documents or any agreement, instrument or document executed or delivered in connection therewith, or any other matter whatsoever, and (ii) such the Subsidiary Guarantor shall be liable hereunder, and such liability shall not be affected or impaired, irrespective of (A) the validity or enforceability of any Transaction Documents, or any agreement, instrument or document executed or delivered in connection therewith, or the collectability of any of the Obligations, (B) the preference or priority ranking with respect to any of the Obligations, (C) the existence, validity, enforceability or perfection of any security interest or collateral security under any Transaction Documents, or the release, exchange, substitution or loss or impairment of any such security interest or collateral security, (D) any failure, delay, neglect or omission by any Secured Party to realize upon or protect any direct or indirect collateral security, indebtedness, liability or obligation, any Transaction Documents, or any agreement, instrument or document executed or delivered in connection therewith, or any of the Obligations, (E) the existence or exercise of any right of set-off by any Secured Party, (F) the existence, validity or enforceability of any other guaranty with respect to any of the Obligations, the liability of any other person in respect of any of the Obligations, or the release of any such person or any other guarantor of any of the Obligations, (G) any act or omission of any Secured Party in connection with the administration of any Transaction Documents or any of the Obligations, (H) the bankruptcy, insolvency, reorganization or receivership of, or any other proceeding for the relief of debtors commenced by or against, any person, (I) the disaffirmance or rejection, or the purported disaffirmance or purported rejection, of any of the Obligations, any Transaction Documents, or any agreement, instrument or document executed or delivered in connection therewith, in any bankruptcy, insolvency, reorganization or receivership, or any other proceeding for the relief of debtor, relating to any person, (J) any law, regulation or decree now or hereafter in effect which might in any manner affect any of the terms or provisions of any Transaction Documents, or any agreement, instrument or document executed or delivered in connection therewith or any of the Obligations, or which might cause or permit to be invoked any alteration in the time, amount, manner or payment or performance of any of the Company's ’s obligations and liabilities (including the Obligations), (K) the merger or consolidation of the Company into or with any person, (L) the sale by the Company of all or any part of its assets, (M) the fact that at any time and from time to time none of the Obligations may be outstanding or owing to any Secured Party, (N) any amendment or modification of, or supplement to, any Transaction Documents, or (O) any other reason or circumstance which might otherwise constitute a defense available to or a discharge of the Company in respect of its obligations or liabilities (including the Obligations) or of such Subsidiary Guarantor in respect of any of the Obligations (other than by the performance in full thereof).

Absolute Obligation. Subject to Section 12.5(c), no Subsidiary Guarantor shall be released from liability hereunder unless and until the Commitments have terminated and either (i) the Borrower shall have paid in full the outstanding principal balance of the Loans, together with all accrued and unpaid interest thereon, and all other amounts then due and owing under the Loan Documents, or (ii) the Guarantor Obligations of such Subsidiary Guarantor shall have been paid in full in cash. Each Subsidiary Guarantor acknowledges and agrees that (ia) no Secured Credit Party has made any representation or warranty to such Subsidiary Guarantor with respect to the CompanyBorrower, any of its subsidiariesSubsidiaries, any Transaction Documents Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, or any other matter whatsoever, and (iib) such Subsidiary Guarantor shall be liable hereunder, and such liability shall not be affected or impaired, irrespective of (A) the validity or enforceability of any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith, or the collectability of any of the Borrower Obligations, (B) the preference or priority ranking with respect to any of the Borrower Obligations, (C) the existence, validity, enforceability or perfection of any security interest or collateral security under any Transaction DocumentsLoan Document, or the release, exchange, substitution or loss or impairment of any such security interest or collateral security, (D) any failure, delay, neglect or omission by any Secured Credit Party to realize upon or protect any direct or indirect collateral security, indebtedness, liability or obligation, any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith, or any of the Borrower Obligations, (E) the existence or exercise of any right of set-off by any Secured Credit Party, (F) the existence, validity or enforceability of any other guaranty guarantee with respect to any of the Borrower Obligations, the liability of any other person Person in respect of any of the Borrower Obligations, or the release of any such person Person or any other guarantor of any of the Borrower Obligations, (G) any act or omission of any Secured Credit Party in connection with the administration of any Transaction Documents Loan Document or any of the Borrower Obligations, (H) the bankruptcy, insolvency, reorganization or receivership of, or any other proceeding for the relief of debtors commenced by or against, any personPerson, (I) the disaffirmance or rejection, or the purported disaffirmance or purported rejection, of any of the Borrower Obligations, any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith, in any bankruptcy, insolvency, reorganization or receivership, or any other proceeding for the relief of debtor, relating to any personPerson, (J) any law, regulation or decree now or hereafter in effect which might in any manner affect any of the terms or provisions of any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith or any of the Borrower Obligations, or which might cause or permit to be invoked any alteration in the time, amount, manner or payment or performance of any of the CompanyBorrower's obligations and liabilities (including the Borrower Obligations), (K) the merger or consolidation of the Company Borrower into or with any personPerson, (L) the sale by the Company Borrower of all or any part of its assets, (M) the fact that at any time and from time to time none of the Borrower Obligations may be outstanding or owing to any Secured Credit Party, (N) any amendment or modification of, or supplement to, any Transaction DocumentsLoan Document, or (O) any other reason or circumstance which might otherwise constitute a defense available to or a discharge of the Company Borrower in respect of its obligations or liabilities (including the Borrower Obligations) or of such Subsidiary Guarantor in respect of any of the Guarantor Obligations (other than by the performance in full thereof).

Absolute Obligation. Each Subsidiary Guarantor shall not be released from liability hereunder unless and until the Commitments of the Lenders have terminated and either (i) the Borrower shall have paid in full the outstanding principal balance of the Loans, together with all accrued and unpaid interest thereon, and all other amounts then due and owing under the Loan Documents, or (ii) the Guarantor Obligations of Subsidiary Guarantor shall have been paid in full in cash. Subsidiary Guarantor acknowledges and agrees that (ia) no Secured Credit Party has made any representation or warranty to such Subsidiary Guarantor with respect to the CompanyBorrower, any of its subsidiariesSubsidiaries, any Transaction Documents Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, or any other matter whatsoever, and (iib) such Subsidiary Guarantor shall be liable hereunder, and such liability shall not be affected or impaired, irrespective of (A) the validity or enforceability of any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith, or the collectability of any of the Borrower Obligations, (B) the preference or priority ranking with respect to any of the Borrower Obligations, (C) the existence, validity, enforceability or perfection of any security interest or collateral security under any Transaction DocumentsLoan Document, or the release, exchange, substitution or loss or impairment of any such security interest or collateral security, (D) any failure, delay, neglect or omission by any Secured Credit Party to realize upon or protect any direct or indirect collateral security, indebtedness, liability or obligation, any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith, or any of the Borrower Obligations, (E) the existence or exercise of any right of set-off by any Secured Credit Party, (F) the existence, validity or enforceability of any other guaranty guarantee with respect to any of the Borrower Obligations, the liability of any other person Person in respect of any of the Borrower Obligations, or the release of any such person Person or any other guarantor of any of the Borrower Obligations, (G) any act or omission of any Secured Credit Party in connection with the administration of any Transaction Documents Loan Document or any of the Borrower Obligations, (H) the bankruptcy, insolvency, reorganization or receivership of, or any other proceeding for the relief of debtors commenced by or against, any personPerson, (I) the disaffirmance or rejection, or the purported disaffirmance or purported rejection, of any of the Borrower Obligations, any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith, in any bankruptcy, insolvency, reorganization or receivership, or any other proceeding for the relief of debtor, relating to any personPerson, (J) any law, regulation or decree now or hereafter in effect which might in any manner affect any of the terms or provisions of any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith or any of the Borrower Obligations, or which might cause or permit to be invoked any alteration in the time, amount, manner or payment or performance of any of the Company's Borrower’s obligations and liabilities (including the Borrower Obligations), (K) the merger or consolidation of the Company Borrower into or with any personPerson, (L) the sale by the Company Borrower of all or any part of its assets, (M) the fact that at any time and from time to time none of the Borrower Obligations may be outstanding or owing to any Secured Credit Party, (N) any amendment or modification of, or supplement to, any Transaction DocumentsLoan Document, or (O) any other reason or circumstance which might otherwise constitute a defense available to or a discharge of the Company Borrower in respect of its obligations or liabilities (including the Borrower Obligations) or of such Subsidiary Guarantor in respect of any of the Guarantor Obligations (other than by the performance in full thereof).

Absolute Obligation. Each Subsidiary The Guarantor shall not be released from liability hereunder unless and until the Maturity Date shall have occurred and either (a) the Issuing Bank shall not have any obligation under the Letters of Credit and the Borrower shall have paid in full in cash the outstanding principal balance of the Loans, together with all accrued interest thereon, all of the Reimbursement Obligations, and all other sums then due and owing under the Loan Documents, or (b) the Guarantor Obligations of the Guarantor shall have been paid in full in cash. The Guarantor acknowledges and agrees that (i) no Secured neither the Administrative Agent nor any other Guaranteed Party has made any representation or warranty to such Subsidiary the Guarantor with respect to the CompanyBorrower, its Subsidiaries, any of its subsidiariesLoan Document, any Transaction Documents Interest Rate Protection Arrangement, or any agreement, instrument or document executed or delivered in connection therewith, or any other matter whatsoever, and (ii) such Subsidiary the Guarantor shall be liable hereunder, and such liability shall not be affected or impaired, irrespective of (A) the validity or enforceability of any Transaction DocumentsLoan Document, any Interest Rate Protection Arrangement, or any agreement, instrument or document executed or delivered in connection therewith, or the collectability of any of the Borrower Obligations, (B) the preference or priority ranking with respect to any of the Borrower Obligations, (C) the existence, validity, enforceability or perfection of any security interest or collateral security under any Transaction DocumentsLoan Document, or any Interest Rate Protection Arrangement, or the release, exchange, substitution or loss or impairment of any such security interest or collateral security, (D) any failure, delay, neglect or omission by the Administrative Agent nor any Secured other Guaranteed Party to realize upon upon, enforce or protect any direct or indirect collateral security, indebtedness, liability or obligation, any Transaction DocumentsLoan Document, any Interest Rate Protection Arrangement, or any agreement, instrument or document executed or delivered in connection therewith, or any of the Borrower Obligations, (E) the existence or exercise of any right of set-off setoff by the Administrative Agent or any Secured other Guaranteed Party, (F) the existence, validity or enforceability of any other guaranty with respect to any of the Borrower Obligations, the liability of any other person Person in respect of any of the Borrower Obligations, or the release of any such person Person or any other guarantor of any of the Borrower Obligations, (G) any act or omission of the Administrative Agent or any Secured other Guaranteed Party in connection with the administration of any Transaction Documents Loan Document, any Interest Rate Protection Arrangement, or any of the Borrower Obligations, (H) the bankruptcy, insolvency, reorganization or receivership of, or any other proceeding for the relief of debtors commenced by or against, any personPerson, (I) the disaffirmance or rejection, or the purported disaffirmance or purported rejection, of any of the Borrower Obligations, any Transaction DocumentsLoan Document, any Interest Rate Protection Arrangement, or any agreement, instrument or document executed or delivered in connection therewith, in any bankruptcy, insolvency, reorganization or receivership, or any other proceeding for the relief of debtor, relating to any personPerson, (J) any law, regulation or decree now or hereafter in effect which might in any manner affect any of the terms or provisions of any Transaction DocumentsLoan Document, any Interest Rate Protection Arrangement, or any agreement, instrument or document executed or delivered in connection therewith or any of the Borrower Obligations, or which might cause or permit to be invoked any alteration in the time, amount, manner or payment or performance of any of the CompanyBorrower's obligations and liabilities (including the Borrower Obligations), (K) the merger or consolidation of the Company Borrower into or with any personPerson, (L) the sale by the Company Borrower of all or any part of its assets, (M) the fact that at any time and from time to time none of the Borrower Obligations may be outstanding or owing to the Administrative Agent or any Secured other Guaranteed Party, (N) any amendment or modification of, or supplement to, any Transaction Documents, Loan Document or any Interest Rate Protection Arrangement or (O) any other reason or circumstance which might otherwise constitute a defense available to or a discharge of the Company Borrower in respect of its obligations or liabilities (including the Borrower Obligations) or of such Subsidiary the Guarantor in respect of any of the Guarantor Obligations (other than by the performance in full thereof).

Absolute Obligation. Each Subsidiary Guarantor acknowledges and agrees that (i) no Secured Party has made any representation or warranty to such Subsidiary Guarantor with respect to the Company, any of its subsidiaries, any Transaction Documents Note or any agreement, instrument or document executed or delivered in connection therewith, or any other matter whatsoever, and (ii) such Subsidiary Guarantor shall be liable hereunder, and such liability shall not be affected or impaired, irrespective of (A) the validity or enforceability of any Transaction Documentsthe Note, or any agreement, instrument or document executed or delivered in connection therewith, or the collectability of any of the Obligations, (B) the preference or priority ranking with respect to any of the Obligations, (C) the existence, validity, enforceability or perfection of any security interest or collateral security under any Transaction Documentswith respect to the Note, or the release, exchange, substitution or loss or impairment of any such security interest or collateral security, (D) any failure, delay, neglect or omission by any Secured Party to realize upon or protect any direct or indirect collateral security, indebtedness, liability or obligation, any Transaction Documents, or any agreement, instrument or document executed or delivered in connection therewith, or any of the Obligations, (E) the existence or exercise of any right of set-off by any Secured Party, (F) the existence, validity or enforceability of any other guaranty with respect to any of the Obligations, the liability of any other person in respect of any of the Obligations, or the release of any such person or any other guarantor of any of the Obligations, (G) any act or omission of any Secured Party in connection with the administration of any Transaction Documents Note or any of the Obligations, (H) the bankruptcy, insolvency, reorganization or receivership of, or any other proceeding for the relief of debtors commenced by or against, any person, (I) the disaffirmance or rejection, or the purported disaffirmance or purported rejection, of any of the Obligations, any Transaction Documents, or any agreement, instrument or document executed or delivered in connection therewith, in any bankruptcy, insolvency, reorganization or receivership, or any other proceeding for the relief of debtor, relating to any person, (J) any law, regulation or decree now or hereafter in effect which might in any manner affect any of the terms or provisions of any Transaction Documentsthe Note, or any agreement, instrument or document executed or delivered in connection therewith or any of the Obligations, or which might cause or permit to be invoked any alteration in the time, amount, manner or payment or performance of any of the Company's obligations and liabilities (including the Obligations), (K) the merger or consolidation of the Company into or with any person, (L) the sale by the Company of all or any part of its assets, (M) the fact that at any time and from time to time none of the Obligations may be outstanding or owing to any Secured Party, (N) any amendment or modification of, or supplement to, any Transaction DocumentsNote, or (O) any other reason or circumstance which might otherwise constitute a defense available to or a discharge of the Company in respect of its obligations or liabilities (including the Obligations) or of such Subsidiary Guarantor in respect of any of the Obligations (other than by the performance in full thereof).

Absolute Obligation. Each Subsidiary The Guarantor shall not be released from liability hereunder unless and until the Termination Date and the Swing Line Maturity Date shall each have occurred and (a) the Borrower shall have paid in full in cash the outstanding principal balance of the Revolving Credit Loans and the Term Loans, together with all accrued interest thereon, and all other Obligations and sums then due and owing under the Loan Documents, or (b) the Guarantor Obligations shall have been paid in full in cash. Guarantor acknowledges and agrees that (ia) no Secured Party neither the Agent, nor the Banks has made any representation or warranty to such Subsidiary the Guarantor with respect to the CompanyBorrower, its Subsidiaries, any of its subsidiariesLoan Document, any Transaction Documents or any agreement, instrument or document executed or delivered in connection therewith, or any other matter whatsoever, and (iib) such Subsidiary the Guarantor shall be liable hereunder, and such liability shall not be affected or impaired, irrespective of (A1) the validity or enforceability of any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith, or the collectability of any of the Obligations, (B2) the preference or priority ranking with respect to any of the Obligations, (C3) the existence, validity, enforceability or perfection of any security interest or collateral security under any Transaction DocumentsLoan Document, or the release, exchange, substitution or loss or impairment of any such security interest or collateral security, (D4) any failure, delay, neglect or omission by any Secured Party the Agent or the Banks to realize upon upon, enforce or protect any direct or indirect collateral security, indebtedness, liability or obligation, any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith, or any of the Obligations, (E5) the existence or exercise of any right of set-off by any Secured Partythe Agent or the Banks, (F6) the existence, validity or enforceability of any other guaranty with respect to any of the Obligations, the liability of any other person Person in respect of any of the Obligations, or the release of any such person Person or any other guarantor of any of the Obligations, (G7) any act or omission of any Secured Party the Agent or the Banks in connection with the administration of any Transaction Documents Loan Document, or any of the Obligations, (H) 8) the bankruptcy, insolvency, reorganization or receivership of, or any other proceeding for the relief of debtors commenced by or against, any personPerson, (I9) the disaffirmance or rejection, or the purported disaffirmance or purported rejection, of any of the Obligations, any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith, in any bankruptcy, insolvency, reorganization or receivership, or any other proceeding for the relief of debtor, relating to any personPerson, (J10) any law, regulation or decree now or hereafter in effect which might in any manner affect any of the terms or provisions of any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith or any of the Obligations, or which might cause or permit to be invoked any alteration in the time, amount, manner or payment or performance of any of the Company's obligations Obligations and liabilities (including the Obligations), (K11) the merger or consolidation of the Company Borrower into or with any personPerson, (L12) the sale by the Company Borrower of all or any part of its assets, (M13) the fact that at any time and from time to time none of the Obligations may be outstanding or owing to any Secured Partythe Agent or the Banks, (N14) any amendment or modification of, or supplement to, any Transaction Documents, Loan Document or (O15) any other reason or circumstance which might otherwise constitute a defense available to or a discharge of the Company Borrower in respect of its obligations or liabilities (including the Obligations) or of such Subsidiary the Guarantor in respect of any of the Guarantor Obligations (other than by the performance in full thereof).

Absolute Obligation. Subject to Section 10.5(c) hereof, no Subsidiary Guarantor shall be released from liability hereunder unless and until either (i) the Borrower shall have paid in full the outstanding principal balance of the Loans, together with all accrued and unpaid interest thereon, and all other amounts then due and owing under the Loan Documents, or (ii) the Guarantor Obligations of such Subsidiary Guarantor shall have been paid in full in cash. Each Subsidiary Guarantor acknowledges and agrees that (ia) no Secured Party the Lender has not made any representation or warranty to such Subsidiary Guarantor with respect to the CompanyBorrower, any of its subsidiariesSubsidiaries, any Transaction Documents Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, or any other matter whatsoever, and (iib) such Subsidiary Guarantor shall be liable hereunder, and such liability shall not be affected or impaired, irrespective of (A) the validity or enforceability of any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith, or the collectability of any of the Borrower Obligations, (B) the preference or priority ranking with respect to any of the Borrower Obligations, (C) the existence, validity, enforceability or perfection of any security interest or collateral security under any Transaction DocumentsLoan Document, or the release, exchange, substitution or loss or impairment of any such security interest or collateral security, (D) any failure, delay, neglect or omission by any Secured Party the Lender to realize upon or protect any direct or indirect collateral security, indebtedness, liability or obligation, any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith, or any of the Borrower Obligations, (E) the existence or exercise of any right of set-off by any Secured Partythe Lender, (F) the existence, validity or enforceability of any other guaranty Guaranty with respect to any of the Borrower Obligations, the liability of any other person Person in respect of any of the Borrower Obligations, or the release of any such person Person or any other guarantor of any of the Borrower Obligations, (G) any act or omission of any Secured Party the Lender in connection with the administration of any Transaction Documents Loan Document or any of the Borrower Obligations, (H) the bankruptcy, insolvency, reorganization or receivership of, or any other proceeding for the relief of debtors commenced by or against, any personPerson, (I) the disaffirmance or rejection, or the purported disaffirmance or purported rejection, of any of the Borrower Obligations, any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith, in any bankruptcy, insolvency, reorganization or receivership, or any other proceeding for the relief of debtor, relating to any personPerson, (J) any law, regulation or decree now or hereafter in effect which that might in any manner affect any of the terms or provisions of any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith or any of the Borrower Obligations, or which that might cause or permit to be invoked any alteration in the time, amount, manner or payment or performance of any of the Company's Borrower’s obligations and liabilities (including the Borrower Obligations), (K) the merger or consolidation of the Company Borrower into or with any personPerson, (L) the sale by the Company Borrower of all or any part of its assets, (M) the fact that at any time and from time to time none of the Borrower Obligations may be outstanding or owing to any Secured Partythe Lender, (N) any amendment or modification of, or supplement to, any Transaction DocumentsLoan Document, or (O) any other reason or circumstance which that might otherwise constitute a defense available to or a discharge of the Company Borrower in respect of its obligations or liabilities (including the Borrower Obligations) or of such Subsidiary Guarantor in respect of any of the Guarantor Obligations (other than by the performance in full thereof).

Absolute Obligation. Each Subject to Section 11.4, Parent Borrower shall not be released from liability hereunder unless and until the Commitment Termination Date shall have occurred and either (a) each Subsidiary Borrower shall have paid in full the outstanding principal amount of the Loans made to it, together with all accrued interest thereon and all other sums then due and owing by it under the Loan Documents, or (b) the Parent Guarantor Obligations shall have been paid in full. The Parent Borrower acknowledges and agrees that (i) no Secured Party neither the Agent nor any of the Lenders has made any representation or warranty to such Subsidiary Guarantor the Parent Borrower with respect to any Subsidiary Borrower, the Companyother Subsidiaries of the Parent Borrower, any of its subsidiariesLoan Document, any Transaction Documents or any agreement, instrument or document executed or delivered in connection therewith, or any other matter whatsoever, and (ii) such Subsidiary Guarantor the Parent Borrower shall be liable hereunder, and such liability shall not be affected or impaired, irrespective of (A) the validity or enforceability of any Transaction Documents, Loan Document or any agreement, instrument or document executed or delivered in connection therewith, or the collectability of any of the Borrower Obligations, (B) the preference or priority ranking with respect to any of the Borrower Obligations, (C) the existence, validity, enforceability or perfection of any security interest or collateral security under any Transaction Documents, Loan Document or the release, exchange, substitution or loss or impairment of any such security interest or collateral security, (D) any failure, delay, neglect or omission by the Agent or any Secured Party Lender to realize upon or protect any direct or indirect collateral security, indebtedness, liability or obligation, any Transaction Documents, Loan Document or any agreement, instrument or document executed or delivered in connection therewith, or any of the Borrower Obligations, (E) the existence or exercise of any right of set-off by the Agent or any Secured PartyLender, (F) the existence, validity or enforceability of any other guaranty with respect to any of the Borrower Obligations, the liability of any other person Person in respect of any of the Borrower Obligations, or the release of any such person Person or any other guarantor of any of the Borrower Obligations, (G) any act or omission of the Agent or any Secured Party Lender in connection with the administration of any Transaction Documents Loan Document or any of the Borrower Obligations, (H) the bankruptcy, insolvency, reorganization or receivership of, or any other proceeding for the relief of debtors commenced by or against, any personPerson, (I) the disaffirmance or rejection, or the purported disaffirmance or purported rejection, of any of the Borrower Obligations, any Transaction Documents, Loan Document or any agreement, instrument or document executed or delivered in connection therewith, in any bankruptcy, insolvency, reorganization or receivership, or any other proceeding for the relief of debtor, relating to any personPerson, (J) any law, regulation or decree now or hereafter in effect which might in any manner affect any of the terms or provisions of any Transaction Documents, Loan Document 72 or any agreement, instrument or document executed or delivered in connection therewith or any of the Borrower Obligations, or which might cause or permit to be invoked any alteration in the time, amount, manner or payment or performance of any of the Company's obligations and liabilities of any Subsidiary Borrower (including the Borrower Obligations), (K) the merger or consolidation of the Company any Subsidiary Borrower into or with any personPerson, (L) the sale by the Company any Subsidiary Borrower of all or any part of its assets, (M) the fact that at any time and from time to time none of the Borrower Obligations may be outstanding or owing to the Agent or any Secured PartyLender, (N) any amendment or modification of, or supplement to, any Transaction DocumentsLoan Document, or (O) any other reason or circumstance which might otherwise constitute a defense available to or a discharge of the Company any Subsidiary Borrower in respect of its obligations or liabilities (including the Borrower Obligations) or of such Subsidiary Guarantor the Parent Borrower in respect of any of the Parent Guarantor Obligations (other than by the performance in full thereof).

Absolute Obligation. Subject to Section 10.5(c), no Subsidiary Guarantor shall be released from liability hereunder unless and until either (i) the Borrower shall have paid in full the outstanding principal balance of the Loans, together with all accrued and unpaid interest thereon, and all other amounts then due and owing under the Loan Documents, or (ii) the Guarantor Obligations of such Subsidiary Guarantor shall have been paid in full in cash. Each Subsidiary Guarantor acknowledges and agrees that (ia) no Secured Party the Lender has not made any representation or warranty to such Subsidiary Guarantor with respect to the CompanyBorrower, any of its subsidiariesSubsidiaries, any Transaction Documents Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, or any other matter whatsoever, and (iib) such Subsidiary Guarantor shall be liable hereunder, and such liability shall not be affected or impaired, irrespective of (A) the validity or enforceability of any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith, or the collectability of any of the Borrower Obligations, (B) the preference or priority ranking with respect to any of the Borrower Obligations, (C) the existence, validity, enforceability or perfection of any security interest or collateral security under any Transaction DocumentsLoan Document, or the release, exchange, substitution or loss or impairment of any such security interest or collateral security, (D) any failure, delay, neglect or omission by any Secured Party the Lender to realize upon or protect any direct or indirect collateral security, indebtedness, liability or obligation, any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith, or any of the Borrower Obligations, (E) the existence or exercise of any right of set-off by any Secured Partythe Lender, (F) the existence, validity or enforceability of any other guaranty guarantee with respect to any of the Borrower Obligations, the liability of any other person Person in respect of any of the Borrower Obligations, or the release of any such person Person or any other guarantor of any of the Borrower Obligations, (G) any act or omission of any Secured Party the Lender in connection with the administration of any Transaction Documents Loan Document or any of the Borrower Obligations, (H) the bankruptcy, insolvency, reorganization or receivership of, or any other proceeding for the relief of debtors commenced by or against, any personPerson, (I) the disaffirmance or rejection, or the purported disaffirmance or purported rejection, of any of the Borrower Obligations, any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith, in any bankruptcy, insolvency, reorganization or receivership, or any other proceeding for the relief of debtor, relating to any personPerson, (J) any law, regulation or decree now or hereafter in effect which that might in any manner affect any of the terms or provisions of any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith or any of the Borrower Obligations, or which that might cause or permit to be invoked any alteration in the time, amount, manner or payment or performance of any of the CompanyBorrower's obligations and liabilities (including the Borrower Obligations), (K) the merger or consolidation of the Company Borrower into or with any personPerson, (L) the sale by the Company Borrower of all or any part of its assets, (M) the fact that at any time and from time to time none of the Borrower Obligations may be outstanding or owing to any Secured Partythe Lender, (N) any amendment or modification of, or supplement to, any Transaction DocumentsLoan Document, or (O) any other reason or circumstance which that might otherwise constitute a defense available to or a discharge of the Company Borrower in respect of its obligations or liabilities (including the Borrower Obligations) or of such Subsidiary Guarantor in respect of any of the Guarantor Obligations (other than by the performance in full thereof).

Absolute Obligation. Each Subsidiary Guarantor acknowledges and agrees that (i) no Secured Party has made any representation or warranty to such Subsidiary Guarantor with respect to the Company, any of its subsidiaries, any Transaction Documents or any agreement, instrument or document executed or delivered in connection therewith, or any other matter whatsoever, and (ii) such Subsidiary Guarantor shall be liable hereunder, and such liability shall not be affected or impaired, irrespective of (A) the validity or enforceability of any Transaction Documents, or any agreement, instrument or document executed or delivered in connection therewith, or the collectability of any of the Obligations, (B) the preference or priority ranking with respect to any of the Obligations, (C) the existence, validity, enforceability or perfection of any security interest or collateral security under any Transaction Documents, or the release, exchange, substitution or loss or impairment of any such security interest or collateral security, (D) any failure, delay, neglect or omission by any Secured Party to realize upon or protect any direct or indirect collateral security, indebtedness, liability or obligation, any Transaction Documents, or any agreement, instrument or document executed or delivered in connection therewith, or any of the Obligations, (E) the existence or exercise of any right of set-off by any Secured Party, (F) the existence, validity or enforceability of any other guaranty with respect to any of the Obligations, the liability of any other person in respect of any of the Obligations, or the release of any such person or any other guarantor of any of the Obligations, (G) any act or omission of any Secured Party in connection with the administration of any Transaction Documents or any of the Obligations, (H) the bankruptcy, insolvency, reorganization or receivership of, or any other proceeding for the relief of debtors commenced by or against, any person, (I) the disaffirmance or rejection, or the purported disaffirmance or purported rejection, of any of the Obligations, any Transaction Documents, or any agreement, instrument or document executed or delivered in connection therewith, in any bankruptcy, insolvency, reorganization or receivership, or any other proceeding for the relief of debtor, . relating to any person, (J) any law, regulation or decree now or hereafter in effect which might in any manner affect any of the terms or provisions of any Transaction Documents, or any agreement, instrument or document executed or delivered in connection therewith or any of the Obligations, or which might cause or permit to be invoked any alteration in the time, . amount, manner or payment or performance of any of the Company's obligations and liabilities (including the Obligations), (K) the merger or consolidation of the Company into or with any person, (L) the sale by the Company of all or any part of its assets, (M) the fact that at any time and from time to time none of the Obligations may be outstanding or owing to any Secured Party, (N) any amendment or modification of, or supplement to, any Transaction Documents, or (O0) any other reason or circumstance which might otherwise constitute a defense available to or a discharge of the Company in respect of its obligations or liabilities (including the Obligations) or of such Subsidiary Guarantor in respect of any of the Obligations (other than by the performance in full fill thereof).

Absolute Obligation. Each Subsidiary Guarantor acknowledges and agrees that (ia) no Secured Party The Bank has made any no representation or warranty to such Subsidiary any Guarantor with respect to the CompanyBorrower, its Subsidiaries, any of its subsidiariesLoan Document, any Transaction Documents or any agreement, instrument or document executed or delivered in connection therewith, therewith or any other matter whatsoever, and (ii) such Subsidiary each Guarantor shall be liable hereunder, and such liability shall not be affected or impaired, irrespective of (Ai) the validity or enforceability of any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith, or the collectability of any of the Borrower Obligations, (Bii) the preference or priority ranking with respect to any of the Borrower Obligations, (Ciii) the existence, validity, enforceability or perfection of any security interest or collateral security under any Transaction DocumentsLoan Document, or the release, exchange, substitution or loss or impairment of any such security interest or collateral security, (Div) any failure, delay, neglect or omission by any Secured Party the Bank to realize upon upon, enforce or protect any direct or indirect collateral security, indebtedness, liability or obligation, any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith, or any of the Borrower Obligations, (Ev) the existence or exercise of any right of set-–off by any Secured Partythe Bank, (Fvi) the existence, validity or enforceability of any other guaranty with respect to any of the Borrower Obligations, the liability of any other person Person in respect of any of the Borrower Obligations, or the release of any such person Person or any other guarantor of any of the Borrower Obligations, (Gvii) any act or omission of any Secured Party the Bank in connection with the administration of any Transaction Documents Loan Document, or any of the Borrower Obligations, (Hviii) the bankruptcy, insolvency, reorganization or receivership of, or any other proceeding for the relief of debtors commenced by or against, any personPerson, (Iix) the disaffirmance or rejection, or the purported disaffirmance or purported rejection, of any of the Borrower Obligations, any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith, in any bankruptcy, insolvency, reorganization or receivership, or any other proceeding for the relief of debtor, relating to any personPerson, (Jx) any law, regulation or decree now or hereafter in effect which might in any manner affect any of the terms or provisions of any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith or any of the Borrower Obligations, or which might cause or permit to be invoked any alteration in the time, amount, manner or payment or performance of any of the Company's obligations and liabilities (including the Borrower Obligations), (Kxi) the merger or consolidation of the Company Borrower into or with any personPerson, (Lxii) the sale by the Company Borrower of all or any part of its assets, (Mxiii) the fact that at any time and from time to time none of the Borrower Obligations may be outstanding or owing to any Secured Partythe Bank, (Nxiv) any amendment or modification of, or supplement to, any Transaction Documents, Loan Document or (Oxv) any other reason or circumstance which might otherwise constitute a defense available to or a discharge of the Company Borrower in respect of its obligations or liabilities (including the Obligations) Borrower Obligations or of such Subsidiary Guarantor in respect of any of the Guarantor Obligations (other than by the performance in full thereof).

Absolute Obligation. No Guarantor shall be released from liability hereunder unless and until the Maturity Date shall have occurred and either (a) the Issuing Bank shall not have any obligation under the Letters of Credit and the Borrower shall have paid in full in cash the outstanding principal balance of the Loans, together with all accrued interest thereon, all of the Reimbursement Obligations, and all other sums then due and owing under the Loan Documents, or (b) the Guarantor Obligations of such Guarantor shall have been paid in full in cash. Each Subsidiary Guarantor acknowledges and agrees that (i) no neither the Administrative Agent nor any other Secured Party has made any representation or warranty to such Subsidiary Guarantor with respect to the CompanyBorrower, its Subsidiaries, any of its subsidiariesLoan Document, any Transaction Documents Interest Rate Protection Arrangement, or any agreement, instrument or document executed or delivered in connection therewith, or any other matter whatsoever, and (ii) such Subsidiary Guarantor shall be liable hereunder, and such liability shall not be affected or impaired, irrespective of (A) the validity or enforceability of any Transaction DocumentsLoan Document, any Interest Rate Protection Arrangement, or any agreement, instrument or document executed or delivered in connection therewith, or the collectability of any of the Borrower Obligations, (B) the preference or priority ranking with respect to any of the Borrower Obligations, (C) the existence, validity, enforceability or perfection of any security interest or collateral security under any Transaction DocumentsLoan Document, or any Interest Rate Protection Arrangement, or the release, exchange, substitution or loss or impairment of any such security interest or collateral security, (D) any failure, delay, neglect or omission by the Administrative Agent or any other Secured Party to realize upon upon, enforce or protect any direct or indirect collateral security, indebtedness, liability or obligation, any Transaction DocumentsLoan Document, any Interest Rate Protection Arrangement, or any agreement, instrument or document executed or delivered in connection therewith, or any of the Borrower Obligations, (E) the existence or exercise of any right of set-off by setoff the Administrative Agent or any other Secured Party, (F) the existence, validity or enforceability of any other guaranty with respect to any of the Borrower Obligations, the liability of any other person Person in respect of any of the Borrower Obligations, or the release of any such person Person or any other guarantor of any of the Borrower Obligations, (G) any act or omission of the Administrative Agent or any other Secured Party in connection with the administration of any Transaction Documents Loan Document, any Interest Rate Protection Arrangement, or any of the Borrower Obligations, (H) the bankruptcy, insolvency, reorganization or receivership of, or any other proceeding for the relief of debtors commenced by or against, any personPerson, (I) the disaffirmance or rejection, or the purported disaffirmance or purported rejection, of any of the Borrower Obligations, any Transaction DocumentsLoan Document, any Interest Rate Protection Arrangement, or any agreement, instrument or document executed or delivered in connection therewith, in any bankruptcy, insolvency, reorganization or receivership, or any other proceeding for the relief of debtor, relating to any personPerson, (J) any law, regulation or decree now or hereafter in effect which might in any manner affect any of the terms or provisions of any Transaction DocumentsLoan Document, any Interest Rate Protection Arrangement, or any agreement, instrument or document executed or delivered in connection therewith or any of the Borrower Obligations, or which might cause or permit to be invoked any alteration in the time, amount, manner or payment or performance of any of the CompanyBorrower's obligations and liabilities (including the Borrower Obligations), (K) the merger or consolidation of the Company Borrower into or with any personPerson, (L) the sale by the Company Borrower of all or any part of its assets, (M) the fact that at any time and from time to time none of the Borrower Obligations may be outstanding or owing to the Administrative Agent or any other Secured Party, (N) any amendment or modification of, or supplement to, any Transaction Documents, Loan Document or any Interest Rate Protection Arrangement or (O) any other reason or circumstance which might otherwise constitute a defense available to or a discharge of the Company Borrower in respect of its obligations or liabilities (including the Borrower Obligations) or of such Subsidiary Guarantor in respect of any of the Guarantor Obligations (other than by the performance in full thereof).

Absolute Obligation. Each Subsidiary Guarantor shall not be released from liability hereunder unless and until the Commitments of the Lenders have terminated and either (i) the Borrower shall have paid in full the outstanding principal balance of the Loans, together with all accrued and unpaid interest thereon, and all other amounts then due and owing under the Loan Documents, or (ii) the Guarantor Obligations of Subsidiary Guarantor shall have been paid in full in cash. Subsidiary Guarantor acknowledges and agrees that (ia) no Secured Credit Party has made any representation or warranty to such Subsidiary Guarantor with respect to the CompanyBorrower, any of its subsidiariesSubsidiaries, any Transaction Documents Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, or any other matter whatsoever, and (iib) such Subsidiary Guarantor shall be liable hereunder, and such liability shall not be affected or impaired, irrespective of (A) the validity or enforceability of any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith, or the collectability collectibility of any of the Borrower Obligations, (B) the preference or priority ranking with respect to any of the Borrower Obligations, (C) the existence, validity, enforceability or perfection of any security interest or collateral security under any Transaction DocumentsLoan Document, or the release, exchange, substitution or loss or impairment of any such security interest or collateral security, (D) any failure, delay, neglect or omission by any Secured Credit Party to realize upon or protect any direct or indirect collateral security, indebtedness, liability or obligation, any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith, or any of the Borrower Obligations, (E) the existence or exercise of any right of set-off by any Secured Credit Party, (F) the existence, validity or enforceability of any other guaranty guarantee with respect to any of the Borrower Obligations, the liability of any other person Person in respect of any of the Borrower Obligations, or the release of any such person Person or any other guarantor of any of the Borrower Obligations, (G) any act or omission of any Secured Credit Party in connection with the administration of any Transaction Documents Loan Document or any of the Borrower Obligations, (H) the bankruptcy, insolvency, reorganization or receivership of, or any other proceeding for the relief of debtors commenced by or against, any personPerson, (I) the disaffirmance or rejection, or the purported disaffirmance or purported rejection, of any of the Borrower Obligations, any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith, in any bankruptcy, insolvency, reorganization or receivership, or any other proceeding for the relief of debtor, relating to any personPerson, (J) any law, regulation or decree now or hereafter in effect which might in any manner affect any of the terms or provisions of any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith or any of the Borrower Obligations, or which might cause or permit to be invoked any alteration in the time, amount, manner or payment or performance of any of the Company's Borrower’s obligations and liabilities (including the Borrower Obligations), (K) the merger or consolidation of the Company Borrower into or with any personPerson, (L) the sale by the Company Borrower of all or any part of its assets, (M) the fact that at any time and from time to time none of the Borrower Obligations may be outstanding or owing to any Secured Credit Party, (N) any amendment or modification of, or supplement to, any Transaction DocumentsLoan Document, or (O) any other reason or circumstance which might otherwise constitute a defense available to or a discharge of the Company Borrower in respect of its obligations or liabilities (including the Borrower Obligations) or of such Subsidiary Guarantor in respect of any of the Guarantor Obligations (other than by the performance in full thereof).

Absolute Obligation. No Subsidiary Guarantor shall be released from liability hereunder unless and until the Commitments of the Lenders have terminated and either (i) the Borrower shall have paid in full the outstanding principal balance of the Loans, together with all accrued and unpaid interest thereon, and all other amounts then due and owing under the Loan Documents, or (ii) the Guarantor Obligations of such Subsidiary Guarantor shall have been paid in full in cash. Each Subsidiary Guarantor acknowledges and agrees that (ia) no Secured Credit Party has made any representation or warranty to such Subsidiary Guarantor with respect to the CompanyBorrower, any of its subsidiariesSubsidiaries, any Transaction Documents Loan Document, or any agreement, instrument or document executed or delivered in connection therewith, or any other matter whatsoever, and (iib) such Subsidiary Guarantor shall be liable hereunder, and such liability shall not be affected or impaired, irrespective of (A) the validity or enforceability of any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith, or the collectability collectibility of any of the Borrower Obligations, (B) the preference or priority ranking with respect to any of the Borrower Obligations, (C) the existence, validity, enforceability or perfection of any security interest or collateral security under any Transaction DocumentsLoan Document, or the release, exchange, substitution or loss or impairment of any such security interest or collateral security, (D) any failure, delay, neglect or omission by any Secured Credit Party to realize upon or protect any direct or indirect collateral security, indebtedness, liability or obligation, any Transaction DocumentsLoan Document, or any agreement, instrument or document executed or delivered in connection therewith, or any of the Borrower Obligations, (E) the existence or exercise of any right of set-off by any Secured Credit Party, (F) the existence, validity or enforceability of any other guaranty guarantee with respect to any of the Borrower Obligations, the liability of any other person Person in respect of any of the Borrower Obligations, or the release of any such person Person or any other guarantor of any of the Borrower Obligations, (G) any act or omission of any Secured Credit Party in connection with the administration of any Transaction Documents Loan Document or any of the Borrower Obligations, (H) the bankruptcy, insolvency, reorganization or receivership of, or any other proceeding for the relief of debtors commenced by or against, any personPerson, (I) the disaffirmance or rejection, or the purported disaffirmance or purported rejection, of any of the Obligations, any Transaction Documents, or any agreement, instrument or document executed or delivered in connection therewith, in any bankruptcy, insolvency, reorganization or receivership, or any other proceeding for the relief of debtor, relating to any person, (J) any law, regulation or decree now or hereafter in effect which might in any manner affect any of the terms or provisions of any Transaction Documents, or any agreement, instrument or document executed or delivered in connection therewith or any of the Obligations, or which might cause or permit to be invoked any alteration in the time, amount, manner or payment or performance of any of the Company's obligations and liabilities (including the Obligations), (K) the merger or consolidation of the Company into or with any person, (L) the sale by the Company of all or any part of its assets, (M) the fact that at any time and from time to time none of the Obligations may be outstanding or owing to any Secured Party, (N) any amendment or modification of, or supplement to, any Transaction Documents, or (O) any other reason or circumstance which might otherwise constitute a defense available to or a discharge of the Company in respect of its obligations or liabilities (including the Obligations) or of such Subsidiary Guarantor in respect of any of the Obligations (other than by the performance in full thereof).the

Absolute Obligation. Each The Subsidiary Guarantor acknowledges and agrees that (i) no Secured Party has made any representation or warranty to such Subsidiary Guarantor with respect to the Company, any of its subsidiaries, any Transaction Documents or any agreement, instrument or document executed or delivered in connection therewith, or any other matter whatsoever, and (ii) such Subsidiary Guarantor shall be liable hereunder, and such liability shall not be affected or impaired, irrespective of (A) the validity or enforceability of any Transaction Documents, or any agreement, instrument or document executed or delivered in connection therewith, or the collectability of any of the Obligations, (B) the preference or priority ranking with respect to any of the Obligations, (C) the existence, validity, enforceability or perfection of any security interest or collateral security under any Transaction Documents, or the release, exchange, substitution or loss or impairment of any such security interest or collateral security, (D) any failure, delay, neglect or omission by any Secured Party to realize upon or protect any direct or indirect collateral security, indebtedness, liability or obligation, any Transaction Documents, or any agreement, instrument or document executed or delivered in connection therewith, or any of the Obligations, (E) the existence or exercise of any right of set-off by any Secured Party, (F) the existence, validity or enforceability of any other guaranty with respect to any of the Obligations, the liability of any other person in respect of any of the Obligations, or the release of any such person or any other guarantor of any of the Obligations, (G) any act or omission of any Secured Party in connection with the administration of any Transaction Documents or any of the Obligations, (H) the bankruptcy, insolvency, reorganization or receivership of, or any other proceeding for the relief of debtors commenced by or against, any person, (I) the disaffirmance or rejection, or the purported disaffirmance or purported rejection, of any of the Obligations, any Transaction Documents, or any agreement, instrument or document executed or delivered in connection therewith, in any bankruptcy, insolvency, reorganization or receivership, or any other proceeding for the relief of debtor, relating to any person, (J) any law, regulation or decree now or hereafter in effect which might in any manner affect any of the terms or provisions of any Transaction Documents, or any agreement, instrument or document executed or delivered in connection therewith or any of the Obligations, or which might cause or permit to be invoked any alteration in the time, amount, manner or payment or performance of any of the Company's obligations and liabilities (including the Obligations), (K) the merger or consolidation of the Company into or with any person, (L) the sale by the Company of all or any part of its assets, (M) the fact that at any time and from time to time none of the Obligations may be outstanding or owing to any Secured Party, (N) any amendment or modification of, or supplement to, any Transaction Documents, or (O) any other reason or circumstance which might otherwise constitute a defense available to or a discharge of the Company in respect of its obligations or liabilities (including the Obligations) or of such Subsidiary Guarantor in respect of any of the Obligations (other than by the performance in full thereof).