Common use of Guarantee Absolute Clause in Contracts

Guarantee Absolute. Each Subsidiary Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the Original Indenture and this Fifteenth Supplemental Indenture, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Holders of the Notes with respect thereto. The liability of each Subsidiary Guarantor under this Guarantee shall be absolute and unconditional irrespective of: (a) any lack of validity, enforceability or genuineness of any provision of the Original Indenture or this Fifteenth Supplemental Indenture, the Notes or any other agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, any or all of the Obligations, or any other amendment or waiver of or any consent to departure from the Original Indenture or this Fifteenth Supplemental Indenture; (c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guarantee, for all or any of the Obligations; (d) the absence of any action to enforce same, or any waiver or consent by any Holder of Notes with respect to any provisions of the Original Indenture or this Fifteenth Supplemental Indenture; or (e) any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Issuer or a Subsidiary Guarantor.

Guarantee Absolute. Each Subsidiary Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the Original Indenture and this Fifteenth Thirty-Ninth Supplemental Indenture, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Holders of the Notes or the Trustee with respect thereto. The liability of each Subsidiary Guarantor under this its Guarantee shall be absolute and unconditional irrespective of: (a) any lack of validity, enforceability or genuineness of any provision of the Original Indenture or this Fifteenth Supplemental Indenture, the Notes or any other agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, any or all of the Obligations, or any other amendment or waiver of or any consent to departure from the Original Indenture or this Fifteenth Supplemental Indenture; (c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guarantee, for all or any of the Obligations; (d) the absence of any action to enforce same, or any waiver or consent by the Trustee or any Holder of Notes with respect to any provisions of the Original Indenture or this Fifteenth Supplemental Indenture; or (e) any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Issuer or a Subsidiary Guarantor.

Guarantee Absolute. Each Subsidiary Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the Original Indenture and this Fifteenth Twenty-Ninth Supplemental Indenture, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Holders of the Notes or the Trustee with respect thereto. The liability of each Subsidiary Guarantor under this its Guarantee shall be absolute and unconditional irrespective of: (a) any lack of validity, enforceability or genuineness of any provision of the Original Indenture or this Fifteenth Twenty-Ninth Supplemental Indenture, the Notes or any other agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, any or all of the Obligations, or any other amendment or waiver of or any consent to departure from the Original Indenture or this Fifteenth Twenty-Ninth Supplemental Indenture; (c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guarantee, for all or any of the Obligations; (d) the absence of any action to enforce same, or any waiver or consent by the Trustee or any Holder of Notes with respect to any provisions of the Original Indenture or this Fifteenth Twenty-Ninth Supplemental Indenture; or (e) any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Issuer or a Subsidiary Guarantor.

Guarantee Absolute. Each Subsidiary Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the Original Indenture and this Fifteenth Thirty-Fourth Supplemental Indenture, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Holders of the Notes or the Trustee with respect thereto. The liability of each Subsidiary Guarantor under this its Guarantee shall be absolute and unconditional irrespective of: (a) any lack of validity, enforceability or genuineness of any provision of the Original Indenture or this Fifteenth Supplemental Indenture, the Notes or any other agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, any or all of the Obligations, or any other amendment or waiver of or any consent to departure from the Original Indenture or this Fifteenth Supplemental Indenture; (c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guarantee, for all or any of the Obligations; (d) the absence of any action to enforce same, or any waiver or consent by the Trustee or any Holder of Notes with respect to any provisions of the Original Indenture or this Fifteenth Supplemental Indenture; or (e) any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Issuer or a Subsidiary Guarantor.

Guarantee Absolute. Each Subsidiary Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the Original Indenture and this Fifteenth Forty-Fourth Supplemental Indenture, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Holders of the Notes or the Trustee with respect thereto. The liability of each Subsidiary Guarantor under this its Guarantee shall be absolute and unconditional irrespective of: (a) any lack of validity, enforceability or genuineness of any provision of the Original Indenture or this Fifteenth Supplemental Indenture, the Notes or any other agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, any or all of the Obligations, or any other amendment or waiver of or any consent to departure from the Original Indenture or this Fifteenth Supplemental Indenture; (c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guarantee, for all or any of the Obligations; (d) the absence of any action to enforce same, or any waiver or consent by the Trustee or any Holder of Notes with respect to any provisions of the Original Indenture or this Fifteenth Supplemental Indenture; or (e) any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Issuer or a Subsidiary Guarantor.

Guarantee Absolute. Each Subsidiary Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the Original Indenture and this Fifteenth Thirty-Second Supplemental Indenture, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Holders of the Notes or the Trustee with respect thereto. The liability of each Subsidiary Guarantor under this its Guarantee shall be absolute and unconditional irrespective of: (a) any lack of validity, enforceability or genuineness of any provision of the Original Indenture or this Fifteenth Supplemental Indenture, the Notes or any other agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, any or all of the Obligations, or any other amendment or waiver of or any consent to departure from the Original Indenture or this Fifteenth Supplemental Indenture; (c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guarantee, for all or any of the Obligations; (d) the absence of any action to enforce same, or any waiver or consent by the Trustee or any Holder of Notes with respect to any provisions of the Original Indenture or this Fifteenth Supplemental Indenture; or (e) any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Issuer or a Subsidiary Guarantor.

Guarantee Absolute. Each Subsidiary Guarantor guarantees that Without limiting the Obligations will be paid strictly in accordance with generality of any other provision of this Guaranty, the terms Guarantor’s obligations hereunder are not released, diminished, impaired, reduced or adversely affected by any of the Original Indenture and this Fifteenth Supplemental Indenture, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Holders of the Notes with respect thereto. The liability of each Subsidiary Guarantor under this Guarantee shall be absolute and unconditional irrespective offollowing: (aA) the unenforceability of all or any part of the Guaranteed Obligations or any agreement, instrument or other document executed or delivered in connection with the Guaranteed Obligations for any reason whatsoever; NAI-1515305640v7 2 (B) any lack of validity, enforceability performance or genuineness nonperformance of any provision of the Original Indenture agreements or this Fifteenth Supplemental Indenturecovenants of the Transaction Documents or any extension of the time for performance of, or the Notes waiver of compliance with, any of the Guaranteed Obligations at any time or from time to time; (C) any acceleration of the maturity of any of the Guaranteed Obligations; (D) any renewal, extension, increase, amendment or other modification of any of the Guaranteed Obligations in any respect, any waiver, forbearance, indulgence or compromise of any right under the Loan and Servicing Agreement or any other agreement Transaction Document or instrument relating theretoany assignment, transfer or other disposition of all or part of the Secured Parties’ interests under the Transaction Documents; (bE) the taking or accepting of any change in the timeother security, manner collateral or place of payment ofguarantee, or in any other term of, any or all assurance of the Obligations, or any other amendment or waiver of or any consent to departure from the Original Indenture or this Fifteenth Supplemental Indenture; (c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guaranteepayment, for all or any part of the Guaranteed Obligations; (dF) any full or partial release of a Loan Party any other guarantor of the absence Guaranteed Obligations or any release, exchange or other disposition, in whole or in part, of any action to enforce samesecurity for any of the Guaranteed Obligations; (G) any lien or security interest granted to, or in favor of, the Secured Parties as security for any waiver of the Guaranteed Obligations being unperfected; (H) any failure or consent by delay of the Secured Parties to exercise any Holder of Notes its rights or remedies under the Transaction Documents or applicable law or with respect to any provisions other guarantee of, or security for, any of the Original Indenture Guaranteed Obligations; (I) any Insolvency Proceeding of a Loan Party, the Guarantor or this Fifteenth Supplemental Indentureany other guarantor of the Guaranteed Obligations; (J) any dissolution of a Loan Party, the Guarantor or any other guarantor of the Guaranteed Obligations, any sale, lease, transfer or other disposition of any or all of such Person’s assets or any reorganization, merger or consolidation of any such Person; (K) any failure of the Secured Parties to notify the Guarantor of any of the foregoing; or (eL) any other circumstance that might otherwise constitute a defense available to, action taken or a discharge ofomitted to be taken with respect to the Transaction Documents, the Issuer Guaranteed Obligations or a Subsidiary Guarantorthe security and collateral therefor, whether such action or omission prejudices the Guarantor or increases the likelihood that the Guarantor will be required to pay the Guaranteed Obligations pursuant to the terms hereof.

Guarantee Absolute. Each Subsidiary Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the Original Indenture and this Fifteenth Thirty-Third Supplemental Indenture, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Holders of the Notes or the Trustee with respect thereto. The liability of each Subsidiary Guarantor under this its Guarantee shall be absolute and unconditional irrespective of: (a) any lack of validity, enforceability or genuineness of any provision of the Original Indenture or this Fifteenth Supplemental Indenture, the Notes or any other agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, any or all of the Obligations, or any other amendment or waiver of or any consent to departure from the Original Indenture or this Fifteenth Supplemental Indenture; (c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guarantee, for all or any of the Obligations; (d) the absence of any action to enforce same, or any waiver or consent by the Trustee or any Holder of Notes with respect to any provisions of the Original Indenture or this Fifteenth Supplemental Indenture; or (e) any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Issuer or a Subsidiary Guarantor.

Guarantee Absolute. Each Subsidiary Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the Original Indenture and this Fifteenth Twenty-Fifth Supplemental Indenture, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Holders of the Notes or the Trustee with respect thereto. The liability of each Subsidiary Guarantor under this its Guarantee shall be absolute and unconditional irrespective of: (a) any lack of validity, enforceability or genuineness of any provision of the Original Indenture or this Fifteenth Twenty-Fifth Supplemental Indenture, the Notes or any other agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, any or all of the Obligations, or any other amendment or waiver of or any consent to departure from the Original Indenture or this Fifteenth Twenty-Fifth Supplemental Indenture; (c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guarantee, for all or any of the Obligations; (d) the absence of any action to enforce same, or any waiver or consent by the Trustee or any Holder of Notes with respect to any provisions of the Original Indenture or this Fifteenth Twenty-Fifth Supplemental Indenture; or (e) any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Issuer or a Subsidiary Guarantor.

Guarantee Absolute. Each Subsidiary Guarantor guarantees that Without limiting the Obligations will be paid strictly in accordance with generality of any other provision of this Guaranty, the terms Guarantor’s obligations hereunder are not released, diminished, impaired, reduced or adversely affected by any of the Original Indenture and this Fifteenth Supplemental Indenture, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Holders of the Notes with respect thereto. The liability of each Subsidiary Guarantor under this Guarantee shall be absolute and unconditional irrespective offollowing: (aA) the unenforceability of all or any part of the Guaranteed Obligations or any agreement, instrument or other document executed or delivered in connection with the Guaranteed Obligations for any reason whatsoever; NAI-1518397372v2 2 (B) any lack of validity, enforceability performance or genuineness nonperformance of any provision of the Original Indenture agreements or this Fifteenth Supplemental Indenturecovenants of the Transaction Documents or any extension of the time for performance of, or the Notes waiver of compliance with, any of the Guaranteed Obligations at any time or from time to time; (C) any acceleration of the maturity of any of the Guaranteed Obligations; (D) any renewal, extension, increase, amendment or other modification of any of the Guaranteed Obligations in any respect, any waiver, forbearance, indulgence or compromise of any right under the Loan and Servicing Agreement or any other agreement Transaction Document or instrument relating theretoany assignment, transfer or other disposition of all or part of the Secured Parties’ interests under the Transaction Documents; (bE) the taking or accepting of any change in the timeother security, manner collateral or place of payment ofguarantee, or in any other term of, any or all assurance of the Obligations, or any other amendment or waiver of or any consent to departure from the Original Indenture or this Fifteenth Supplemental Indenture; (c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guaranteepayment, for all or any part of the Guaranteed Obligations; (dF) any full or partial release of a Loan Party any other guarantor of the absence Guaranteed Obligations or any release, exchange or other disposition, in whole or in part, of any action to enforce samesecurity for any of the Guaranteed Obligations; (G) any lien or security interest granted to, or in favor of, the Secured Parties as security for any waiver of the Guaranteed Obligations being unperfected; (H) any failure or consent by delay of the Secured Parties to exercise any Holder of Notes its rights or remedies under the Transaction Documents or applicable law or with respect to any provisions other guarantee of, or security for, any of the Original Indenture Guaranteed Obligations; (I) any Insolvency Proceeding of a Loan Party, the Guarantor or this Fifteenth Supplemental Indentureany other guarantor of the Guaranteed Obligations; (J) any dissolution of a Loan Party, the Guarantor or any other guarantor of the Guaranteed Obligations, any sale, lease, transfer or other disposition of any or all of such Person’s assets or any reorganization, merger or consolidation of any such Person; (K) any failure of the Secured Parties to notify the Guarantor of any of the foregoing; or (eL) any other circumstance that might otherwise constitute a defense available to, action taken or a discharge ofomitted to be taken with respect to the Transaction Documents, the Issuer Guaranteed Obligations or a Subsidiary Guarantorthe security and collateral therefor, whether such action or omission prejudices the Guarantor or increases the likelihood that the Guarantor will be required to pay the Guaranteed Obligations pursuant to the terms hereof.

Guarantee Absolute. Each Subsidiary Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the Original Indenture and this Fifteenth Twenty-First Supplemental Indenture, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Holders of the Notes or the Trustee with respect thereto. The liability of each Subsidiary Guarantor under this its Guarantee shall be absolute and unconditional irrespective of: (a) any lack of validity, enforceability or genuineness of any provision of the Original Indenture or this Fifteenth Twenty-First Supplemental Indenture, the Notes or any other agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, any or all of the Obligations, or any other amendment or waiver of or any consent to departure from the Original Indenture or this Fifteenth Twenty-First Supplemental Indenture; (c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guarantee, for all or any of the Obligations; (d) the absence of any action to enforce same, or any waiver or consent by the Trustee or any Holder of Notes with respect to any provisions of the Original Indenture or this Fifteenth Twenty-First Supplemental Indenture; or (e) any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Issuer or a Subsidiary Guarantor.

Guarantee Absolute. Each Subsidiary Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the Original Indenture and this Fifteenth Thirty-Eighth Supplemental Indenture, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Holders of the Notes or the Trustee with respect thereto. The liability of each Subsidiary Guarantor under this its Guarantee shall be absolute and unconditional irrespective of: (a) any lack of validity, enforceability or genuineness of any provision of the Original Indenture or this Fifteenth Supplemental Indenture, the Notes or any other agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, any or all of the Obligations, or any other amendment or waiver of or any consent to departure from the Original Indenture or this Fifteenth Supplemental Indenture; (c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guarantee, for all or any of the Obligations; (d) the absence of any action to enforce same, or any waiver or consent by the Trustee or any Holder of Notes with respect to any provisions of the Original Indenture or this Fifteenth Supplemental Indenture; or (e) any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Issuer or a Subsidiary Guarantor.

Guarantee Absolute. Each Subsidiary Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the Original Indenture and this Fifteenth Forty-Sixth Supplemental Indenture, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Holders of the Notes or the Trustee with respect thereto. The liability of each Subsidiary Guarantor under this its Guarantee shall be absolute and unconditional irrespective of: (a) any lack of validity, enforceability or genuineness of any provision of the Original Indenture or this Fifteenth Supplemental Indenture, the Notes or any other agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, any or all of the Obligations, or any other amendment or waiver of or any consent to departure from the Original Indenture or this Fifteenth Supplemental Indenture; (c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guarantee, for all or any of the Obligations; (d) the absence of any action to enforce same, or any waiver or consent by the Trustee or any Holder of Notes with respect to any provisions of the Original Indenture or this Fifteenth Supplemental Indenture; or (e) any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Issuer or a Subsidiary Guarantor.

Guarantee Absolute. Each Subsidiary Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the Original Indenture and this Fifteenth Forty-Third Supplemental Indenture, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Holders of the Notes or the Trustee with respect thereto. The liability of each Subsidiary Guarantor under this its Guarantee shall be absolute and unconditional irrespective of: (a) any lack of validity, enforceability or genuineness of any provision of the Original Indenture or this Fifteenth Supplemental Indenture, the Notes or any other agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, any or all of the Obligations, or any other amendment or waiver of or any consent to departure from the Original Indenture or this Fifteenth Supplemental Indenture; (c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guarantee, for all or any of the Obligations; (d) the absence of any action to enforce same, or any waiver or consent by the Trustee or any Holder of Notes with respect to any provisions of the Original Indenture or this Fifteenth Supplemental Indenture; or (e) any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Issuer or a Subsidiary Guarantor.

Guarantee Absolute. Each Subsidiary Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the Original Indenture and this Fifteenth Twentieth Supplemental Indenture, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Holders of the Notes or the Trustee with respect thereto. The liability of each Subsidiary Guarantor under this its Guarantee shall be absolute and unconditional irrespective of: (a) any lack of validity, enforceability or genuineness of any provision of the Original Indenture or this Fifteenth Twentieth Supplemental Indenture, the Notes or any other agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, any or all of the Obligations, or any other amendment or waiver of or any consent to departure from the Original Indenture or this Fifteenth Twentieth Supplemental Indenture; (c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guarantee, for all or any of the Obligations; (d) the absence of any action to enforce same, or any waiver or consent by the Trustee or any Holder of Notes with respect to any provisions of the Original Indenture or this Fifteenth Twentieth Supplemental Indenture; or (e) any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Issuer or a Subsidiary Guarantor.

Guarantee Absolute. Each Subsidiary Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the Original Indenture and this Fifteenth Twenty-Third Supplemental Indenture, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Holders of the Notes or the Trustee with respect thereto. The liability of each Subsidiary Guarantor under this its Guarantee shall be absolute and unconditional irrespective of: (a) any lack of validity, enforceability or genuineness of any provision of the Original Indenture or this Fifteenth Twenty-Third Supplemental Indenture, the Notes or any other agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, any or all of the Obligations, or any other amendment or waiver of or any consent to departure from the Original Indenture or this Fifteenth Twenty-Third Supplemental Indenture; (c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guarantee, for all or any of the Obligations; (d) the absence of any action to enforce same, or any waiver or consent by the Trustee or any Holder of Notes with respect to any provisions of the Original Indenture or this Fifteenth Twenty-Third Supplemental Indenture; or (e) any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Issuer or a Subsidiary Guarantor.

Guarantee Absolute. Each Subsidiary Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the Original Indenture and this Fifteenth Twenty-Fourth Supplemental Indenture, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Holders of the Notes or the Trustee with respect thereto. The liability of each Subsidiary Guarantor under this its Guarantee shall be absolute and unconditional irrespective of: (a) any lack of validity, enforceability or genuineness of any provision of the Original Indenture or this Fifteenth Twenty-Fourth Supplemental Indenture, the Notes or any other agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, any or all of the Obligations, or any other amendment or waiver of or any consent to departure from the Original Indenture or this Fifteenth Twenty-Fourth Supplemental Indenture; (c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guarantee, for all or any of the Obligations; (d) the absence of any action to enforce same, or any waiver or consent by the Trustee or any Holder of Notes with respect to any provisions of the Original Indenture or this Fifteenth Twenty-Fourth Supplemental Indenture; or (e) any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Issuer or a Subsidiary Guarantor.

Guarantee Absolute. Each Subsidiary Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the Original Indenture and this Fifteenth Forty-Second Supplemental Indenture, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Holders of the Notes or the Trustee with respect thereto. The liability of each Subsidiary Guarantor under this its Guarantee shall be absolute and unconditional irrespective of: (a) any lack of validity, enforceability or genuineness of any provision of the Original Indenture or this Fifteenth Supplemental Indenture, the Notes or any other agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, any or all of the Obligations, or any other amendment or waiver of or any consent to departure from the Original Indenture or this Fifteenth Supplemental Indenture; (c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guarantee, for all or any of the Obligations; (d) the absence of any action to enforce same, or any waiver or consent by the Trustee or any Holder of Notes with respect to any provisions of the Original Indenture or this Fifteenth Supplemental Indenture; or (e) any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Issuer or a Subsidiary Guarantor.

Guarantee Absolute. Each Subsidiary Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the Original Indenture and this Fifteenth Thirty-Sixth Supplemental Indenture, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Holders of the Notes or the Trustee with respect thereto. The liability of each Subsidiary Guarantor under this its Guarantee shall be absolute and unconditional irrespective of: (a) any lack of validity, enforceability or genuineness of any provision of the Original Indenture or this Fifteenth Supplemental Indenture, the Notes or any other agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, any or all of the Obligations, or any other amendment or waiver of or any consent to departure from the Original Indenture or this Fifteenth Supplemental Indenture; (c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guarantee, for all or any of the Obligations; (d) the absence of any action to enforce same, or any waiver or consent by the Trustee or any Holder of Notes with respect to any provisions of the Original Indenture or this Fifteenth Supplemental Indenture; or (e) any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Issuer or a Subsidiary Guarantor.

Guarantee Absolute. Each Subsidiary Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the Original Indenture and this Fifteenth Sixteenth Supplemental Indenture, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Holders of the Notes or the Trustee with respect thereto. The liability of each Subsidiary Guarantor under this its Guarantee shall be absolute and unconditional irrespective of: (a) any lack of validity, enforceability or genuineness of any provision of the Original Indenture or this Fifteenth Sixteenth Supplemental Indenture, the Notes or any other agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, any or all of the Obligations, or any other amendment or waiver of or any consent to departure from the Original Indenture or this Fifteenth Sixteenth Supplemental Indenture; (c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guarantee, for all or any of the Obligations; (d) the absence of any action to enforce same, or any waiver or consent by the Trustee or any Holder of Notes with respect to any provisions of the Original Indenture or this Fifteenth Sixteenth Supplemental Indenture; or (e) any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Issuer or a Subsidiary Guarantor.

Guarantee Absolute. Each Subsidiary Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the Original Indenture and this Fifteenth Forty-Seventh Supplemental Indenture, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Holders of the Notes or the Trustee with respect thereto. The liability of each Subsidiary Guarantor under this its Guarantee shall be absolute and unconditional irrespective of: (a) any lack of validity, enforceability or genuineness of any provision of the Original Indenture or this Fifteenth Supplemental Indenture, the Notes or any other agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, any or all of the Obligations, or any other amendment or waiver of or any consent to departure from the Original Indenture or this Fifteenth Supplemental Indenture; (c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guarantee, for all or any of the Obligations; (d) the absence of any action to enforce same, or any waiver or consent by the Trustee or any Holder of Notes with respect to any provisions of the Original Indenture or this Fifteenth Supplemental Indenture; or (e) any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Issuer or a Subsidiary Guarantor.

Guarantee Absolute. Each Subsidiary Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the Original Indenture and this Fifteenth Twenty-Sixth Supplemental Indenture, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Holders of the Notes or the Trustee with respect thereto. The liability of each Subsidiary Guarantor under this its Guarantee shall be absolute and unconditional irrespective of: (a) any lack of validity, enforceability or genuineness of any provision of the Original Indenture or this Fifteenth Twenty-Sixth Supplemental Indenture, the Notes or any other agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, any or all of the Obligations, or any other amendment or waiver of or any consent to departure from the Original Indenture or this Fifteenth Twenty-Sixth Supplemental Indenture; (c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guarantee, for all or any of the Obligations; (d) the absence of any action to enforce same, or any waiver or consent by the Trustee or any Holder of Notes with respect to any provisions of the Original Indenture or this Fifteenth Twenty-Sixth Supplemental Indenture; or (e) any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Issuer or a Subsidiary Guarantor.

Guarantee Absolute. Each Subsidiary Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the Original Indenture and this Fifteenth Thirty-Fifth Supplemental Indenture, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Holders of the Notes or the Trustee with respect thereto. The liability of each Subsidiary Guarantor under this its Guarantee shall be absolute and unconditional irrespective of: (a) any lack of validity, enforceability or genuineness of any provision of the Original Indenture or this Fifteenth Supplemental Indenture, the Notes or any other agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, any or all of the Obligations, or any other amendment or waiver of or any consent to departure from the Original Indenture or this Fifteenth Supplemental Indenture; (c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guarantee, for all or any of the Obligations; (d) the absence of any action to enforce same, or any waiver or consent by the Trustee or any Holder of Notes with respect to any provisions of the Original Indenture or this Fifteenth Supplemental Indenture; or (e) any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Issuer or a Subsidiary Guarantor.

Guarantee Absolute. Each Subsidiary Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the Original Indenture and this Fifteenth Thirty-Seventh Supplemental Indenture, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Holders of the Notes or the Trustee with respect thereto. The liability of each Subsidiary Guarantor under this its Guarantee shall be absolute and unconditional irrespective of: (a) any lack of validity, enforceability or genuineness of any provision of the Original Indenture or this Fifteenth Supplemental Indenture, the Notes or any other agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, any or all of the Obligations, or any other amendment or waiver of or any consent to departure from the Original Indenture or this Fifteenth Supplemental Indenture; (c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guarantee, for all or any of the Obligations; (d) the absence of any action to enforce same, or any waiver or consent by the Trustee or any Holder of Notes with respect to any provisions of the Original Indenture or this Fifteenth Supplemental Indenture; or (e) any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Issuer or a Subsidiary Guarantor.

Guarantee Absolute. Each Subsidiary Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the Original Indenture and this Fifteenth Thirty-First Supplemental Indenture, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Holders of the Notes or the Trustee with respect thereto. The liability of each Subsidiary Guarantor under this its Guarantee shall be absolute and unconditional irrespective of: (a) any lack of validity, enforceability or genuineness of any provision of the Original Indenture or this Fifteenth Supplemental Indenture, the Notes or any other agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, any or all of the Obligations, or any other amendment or waiver of or any consent to departure from the Original Indenture or this Fifteenth Supplemental Indenture; (c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guarantee, for all or any of the Obligations; (d) the absence of any action to enforce same, or any waiver or consent by the Trustee or any Holder of Notes with respect to any provisions of the Original Indenture or this Fifteenth Supplemental Indenture; or (e) any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Issuer or a Subsidiary Guarantor.

Guarantee Absolute. Each Subsidiary Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the Original Indenture and this Fifteenth Nineteenth Supplemental Indenture, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Holders of the Notes or the Trustee with respect thereto. The liability of each Subsidiary Guarantor under this its Guarantee shall be absolute and unconditional irrespective of: (a) any lack of validity, enforceability or genuineness of any provision of the Original Indenture or this Fifteenth Nineteenth Supplemental Indenture, the Notes or any other agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, any or all of the Obligations, or any other amendment or waiver of or any consent to departure from the Original Indenture or this Fifteenth Nineteenth Supplemental Indenture; (c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guarantee, for all or any of the Obligations; (d) the absence of any action to enforce same, or any waiver or consent by the Trustee or any Holder of Notes with respect to any provisions of the Original Indenture or this Fifteenth Nineteenth Supplemental Indenture; or (e) any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Issuer or a Subsidiary Guarantor.

Guarantee Absolute. Each Subsidiary Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the Original Indenture and this Fifteenth Twenty-Eighth Supplemental Indenture, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Holders of the Notes or the Trustee with respect thereto. The liability of each Subsidiary Guarantor under this its Guarantee shall be absolute and unconditional irrespective of: (a) any lack of validity, enforceability or genuineness of any provision of the Original Indenture or this Fifteenth Twenty-Eighth Supplemental Indenture, the Notes or any other agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, any or all of the Obligations, or any other amendment or waiver of or any consent to departure from the Original Indenture or this Fifteenth Twenty-Eighth Supplemental Indenture; (c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guarantee, for all or any of the Obligations; (d) the absence of any action to enforce same, or any waiver or consent by the Trustee or any Holder of Notes with respect to any provisions of the Original Indenture or this Fifteenth Twenty-Eighth Supplemental Indenture; or (e) any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Issuer or a Subsidiary Guarantor.

Guarantee Absolute. Each Subsidiary Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the Original Indenture and this Fifteenth Forty-Fifth Supplemental Indenture, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Holders of the Notes or the Trustee with respect thereto. The liability of each Subsidiary Guarantor under this its Guarantee shall be absolute and unconditional irrespective of: (a) any lack of validity, enforceability or genuineness of any provision of the Original Indenture or this Fifteenth Supplemental Indenture, the Notes or any other agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, any or all of the Obligations, or any other amendment or waiver of or any consent to departure from the Original Indenture or this Fifteenth Supplemental Indenture; (c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guarantee, for all or any of the Obligations; (d) the absence of any action to enforce same, or any waiver or consent by the Trustee or any Holder of Notes with respect to any provisions of the Original Indenture or this Fifteenth Supplemental Indenture; or (e) any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Issuer or a Subsidiary Guarantor.

Guarantee Absolute. Each Subsidiary Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the Original Indenture and this Fifteenth Seventeenth Supplemental Indenture, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Holders of the Notes or the Trustee with respect thereto. The liability of each Subsidiary Guarantor under this its Guarantee shall be absolute and unconditional irrespective of: (a) any lack of validity, enforceability or genuineness of any provision of the Original Indenture or this Fifteenth Seventeenth Supplemental Indenture, the Notes or any other agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, any or all of the Obligations, or any other amendment or waiver of or any consent to departure from the Original Indenture or this Fifteenth Seventeenth Supplemental Indenture; (c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guarantee, for all or any of the Obligations; (d) the absence of any action to enforce same, or any waiver or consent by the Trustee or any Holder of Notes with respect to any provisions of the Original Indenture or this Fifteenth Seventeenth Supplemental Indenture; or (e) any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Issuer or a Subsidiary Guarantor.

Guarantee Absolute. Each Subsidiary Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the Original Indenture and this Fifteenth Fourteenth Supplemental Indenture, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Holders of the Notes with respect thereto. The liability of each Subsidiary Guarantor under this Guarantee shall be absolute and unconditional irrespective of: (a) any lack of validity, enforceability or genuineness of any provision of the Original Indenture or this Fifteenth Fourteenth Supplemental Indenture, the Notes or any other agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, any or all of the Obligations, or any other amendment or waiver of or any consent to departure from the Original Indenture or this Fifteenth Fourteenth Supplemental Indenture; (c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guarantee, for all or any of the Obligations; (d) the absence of any action to enforce same, or any waiver or consent by any Holder of Notes with respect to any provisions of the Original Indenture or this Fifteenth Fourteenth Supplemental Indenture; or (e) any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Issuer or a Subsidiary Guarantor.