Common use of Lien Absolute Clause in Contracts

Lien Absolute. The Pledgor shall not be released from its obligations hereunder by reason of: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any of the Obligations, by operation of law or otherwise, or any obligation of any other guarantor of any of the Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Obligations; (b) any lack of validity or enforceability relating to or against the Borrower, the Pledgor or any other Person, for any reason related to the Credit Agreement, any other Loan Document or any other agreement or instrument governing or evidencing any Obligations, or any applicable Law purporting to prohibit the payment by the Borrower of the principal of or interest on the Obligations; (c) any modification or amendment of or supplement to the Credit Agreement, any other Loan Document or any other agreement or instrument governing or evidencing any Obligations; (d) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document or any other agreement or instrument governing or evidencing any Obligations, including any increase or decrease in the rate of interest thereon; (e) any change in the legal existence, structure or ownership of the Borrower, the Pledgor or any other Person, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, the Pledgor or any other Person, or any of their assets or any resulting release or discharge of any Obligation of the Borrower, the Pledgor or any other Person; (f) any present or future law, regulation or order of any jurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of any Loan Document, the Obligations or any other agreement or instrument governing or evidencing any Obligations; (g) any other setoff, defense or counterclaim whatsoever (in any case, whether based on contract, tort or any other theory) with respect to the Credit Agreement, any other Loan Document, any other agreement or instrument or the transactions contemplated thereby which might constitute a legal or equitable defense available to, or discharge of the Borrower, the Pledgor or any other Person; or (h) any other act or omission to act or delay of any kind by the Borrower, the Pledgor, the Collateral Agent, any Lender, other Secured Party or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Pledgor’s obligations hereunder; except in each case to the extent that any written amendment, settlement, compromise, waiver or release entered into with the Collateral Agent expressly terminates the obligations of the Pledgor hereunder.

Lien Absolute. The Pledgor All obligations of each Grantor hereunder, shall not be released from its obligations hereunder by reason absolute and unconditional irrespective of: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any of the Obligations, by operation of law or otherwise, or any obligation of any other guarantor of any of the Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Obligations; (b) any lack of validity or enforceability relating to or against the BorrowerBorrowers, the Pledgor any other Loan Party or any other Personguarantor of any of the Obligations, for any reason related to the Credit Agreement, any other Loan Document or any other agreement or instrument governing or evidencing any Obligations, or any applicable Law purporting to prohibit the payment by Borrowers, any other Loan Party or any other guarantor of the Borrower Obligations of the principal of or interest on the Obligations; (c) any modification or amendment of or supplement to the Credit Agreement, Agreement or any other Loan Document or any other agreement or instrument governing or evidencing any ObligationsDocument; (d) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document or any other agreement or instrument governing or evidencing any Obligations, including any increase or decrease in the rate of interest thereon; (e) any change in the legal corporate existence, structure or ownership of the BorrowerBorrowers, the Pledgor any other Loan Party or any other Personguarantor of any of the Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the BorrowerBorrowers, the Pledgor any other Loan Party or any other Personguarantor of the Obligations, or any of their assets or any resulting release or of discharge of any Obligation obligation of the BorrowerBorrowers, the Pledgor any other Loan Party or any other Personguarantor or any of the Obligations; (f) any present or future law, regulation or order of any jurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of any Loan Document, the Obligations Document or any other agreement or instrument governing or evidencing any Obligations; (g) any other setoff, defense or counterclaim whatsoever (in any case, whether based on contract, tort or any other theory) with respect to the Credit Agreement, any other Loan Document, any other agreement or instrument or the transactions contemplated thereby which might constitute a legal or equitable defense available to, or discharge of the Borrower, the Pledgor or any other PersonGrantor; or (h) any other act or omission to act or delay of any kind by Borrowers, any other Loan Party, any other guarantor of the BorrowerObligations, the Pledgor, the Collateral Administrative Agent, any Lender, other Secured Party Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Pledgorany Grantor’s obligations hereunder; except in each case to the extent that any written amendment, settlement, compromise, waiver or release entered into with the Collateral Agent expressly terminates the obligations of the Pledgor hereunder.

Lien Absolute. The Pledgor All obligations of each Grantor hereunder, shall not be released from its obligations hereunder by reason absolute and unconditional irrespective of: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any of the ObligationsIndebtedness, by operation of law or otherwise, or any obligation of any other guarantor of any of the ObligationsIndebtedness, or any default, failure or delay, willful or otherwise, in the payment or performance of the ObligationsIndebtedness; (b) any lack of validity or enforceability relating to or against the Borrower, the Pledgor any other Loan Party or any other Personguarantor of any of the Indebtedness, for any reason related to the Credit Agreement, any other Loan Document or any other agreement or instrument governing or evidencing any ObligationsIndebtedness, or any applicable Law Governmental Requirements purporting to prohibit the payment by the Borrower Borrower, any other Loan Party or any other guarantor of the Indebtedness of the principal of or interest on the ObligationsIndebtedness; (c) any modification or amendment of or supplement to the Credit Agreement, Agreement or any other Loan Document or any other agreement or instrument governing or evidencing any ObligationsDocument; (d) any change in the time, manner or place of payment of, or in any other term of, all or any part of the ObligationsIndebtedness, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document or any other agreement or instrument governing or evidencing any ObligationsIndebtedness, including any increase or decrease in the amount of the Commitments or Loans or the rate of interest thereon; (e) other than in respect of the Liens created hereunder, any release, nonperfection or invalidity of any direct or indirect security for any obligation of any Loan Party under the Credit Agreement or any other Loan Document or any obligations of any guarantor or grantor of any of the Indebtedness, any amendment or waiver of, or consent to departure from, any other guaranty or support document, any exchange, release or non-perfection of any direct or indirect security for any obligation of any Loan Party under the Credit Agreement or any other Loan Document, for all or any of the Loan Documents or Indebtedness, or any action or failure to act, including choice of remedies, manner of sale or use of proceeds, by the Administrative Agent, any Lender or any other Person with respect to any collateral securing all or any part of the Indebtedness; (f) any change in the legal corporate existence, structure or ownership of the Borrower, the Pledgor any other Loan Party or any other Personguarantor of any of the Indebtedness, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, the Pledgor any other Loan Party or any other Personguarantor of the Indebtedness, or any of their assets or any resulting release or discharge of any Obligation obligation of the Borrower, the Pledgor any other Loan Party or any other Personguarantor or any of the Indebtedness; (fg) any present or future law, regulation regulation, decree or order of any jurisdiction (whether of right or in fact) or of any agency Governmental Authority thereof or any other event purporting to reduce, amend, restructure or otherwise affect any term of any Loan Document, the Obligations Document or any other agreement or instrument governing or evidencing any ObligationsIndebtedness; (gh) any other setoff, defense or counterclaim whatsoever (in any case, whether based on contract, tort or any other theory) with respect to the Credit Agreement, any other Loan Document, any other agreement or instrument or the transactions contemplated thereby which might constitute a legal or equitable defense available to, or discharge of the Borrower, the Pledgor or any other PersonGrantor; or (hi) any other act or omission to act or delay of any kind by the Borrower, any other Loan Party, any other guarantor of the PledgorIndebtedness, the Collateral Administrative Agent, any Lender, other Secured Party Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Pledgorany Grantor’s obligations hereunder; except in each case to the extent that any written amendment, settlement, compromise, waiver or release entered into with the Collateral Agent expressly terminates the obligations of the Pledgor hereunder.

Lien Absolute. The Pledgor All obligations of the Grantor hereunder shall not be released from its obligations hereunder by reason absolute and unconditional irrespective of: (a) : any extension, renewal, settlement, compromise, waiver or release in respect of any of the Obligations, by operation of law or otherwise, or any obligation of any other guarantor of any of the Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Obligations; (b) ; any lack of validity or enforceability relating to or against the Borrower, the Pledgor Grantor or any other Personguarantor of any of the Obligations, for any reason related to the Credit AgreementNote, any other Loan Note Document or any other agreement or instrument governing or evidencing any Obligations, or any applicable Law governmental requirements purporting to prohibit the payment by the Borrower Grantor or any other guarantor of the Obligations of the principal of or interest on the Obligations; (c) ; any modification or amendment of or supplement to the Credit Agreement, any other Loan Document Note or any other agreement or instrument governing or evidencing any Obligations; (d) Note Document; any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit AgreementNote, any other Loan Note Document or any other agreement or instrument governing or evidencing any Obligations, including any increase or decrease in the rate of interest thereon; (e) ; any change in the legal corporate existence, structure or ownership of the Borrower, the Pledgor Grantor or any other Personguarantor of any of the Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, the Pledgor Grantor or any other Personguarantor of the Obligations, or any of their assets or any resulting release or of discharge of any Obligation obligation of the Borrower, the Pledgor Grantor or any other Person; (f) guarantor or any of the Obligations; any present or future law, regulation or order of any jurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of any Loan Document, the Obligations Note Document or any other agreement or instrument governing or evidencing any Obligations; (g) ; any other setoff, defense (other than payment in full of the Obligations) or counterclaim whatsoever (in any case, whether based on contract, tort or any other theory) with respect to the Credit AgreementNote, any other Loan Note Document, any other agreement or instrument or the transactions contemplated thereby which might constitute a legal or equitable defense available to, or discharge of the Borrower, the Pledgor Grantor; or any other Person; or (h) any other act or omission to act or delay of any kind by the BorrowerGrantor, any other guarantor of the Obligations, the Pledgor, the Collateral Agent, any Lender, other Secured Party Holder or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the PledgorGrantor’s obligations hereunder; except in each case to the extent that any written amendment, settlement, compromise, waiver or release entered into with the Collateral Agent expressly terminates the obligations of the Pledgor hereunder.

Lien Absolute. The Pledgor All obligations of the Grantor hereunder shall not be released from its obligations hereunder by reason absolute and unconditional irrespective of: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any of the Obligations, by operation of law or otherwise, or any obligation of any other guarantor of any of the Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Obligations; (b) any lack of validity or enforceability relating to or against the Borrower, the Pledgor Grantor or any other Personguarantor of any of the Obligations, for any reason related to the Credit AgreementNote, any other Loan Note Document or any other agreement or instrument governing or evidencing any Obligations, or any applicable Law governmental requirements purporting to prohibit the payment by the Borrower Grantor or any other guarantor of the Obligations of the principal of or interest on the Obligations; (c) any modification or amendment of or supplement to the Credit Agreement, any other Loan Document Note or any other agreement or instrument governing or evidencing any ObligationsNote Document; (d) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit AgreementNote, any other Loan Note Document or any other agreement or instrument governing or evidencing any Obligations, including any increase or decrease in the rate of interest thereon; (e) any change in the legal corporate existence, structure or ownership of the Borrower, the Pledgor Grantor or any other Personguarantor of any of the Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, the Pledgor Grantor or any other Personguarantor of the Obligations, or any of their assets or any resulting release or of discharge of any Obligation obligation of the Borrower, the Pledgor Grantor or any other Personguarantor or any of the Obligations; (f) any present or future law, regulation or order of any jurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of any Loan Document, the Obligations Note Document or any other agreement or instrument governing or evidencing any Obligations; (g) any other setoff, defense (other than payment in full of the Obligations) or counterclaim whatsoever (in any case, whether based on contract, tort or any other theory) with respect to the Credit AgreementNote, any other Loan Note Document, any other agreement or instrument or the transactions contemplated thereby which might constitute a legal or equitable defense available to, or discharge of the Borrower, the Pledgor or any other PersonGrantor; or (h) any other act or omission to act or delay of any kind by the BorrowerGrantor, any other guarantor of the Obligations, the Pledgor, the Collateral Agent, any Lender, other Secured Party Holder or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the PledgorGrantor’s obligations hereunder; except in each case to the extent that any written amendment, settlement, compromise, waiver or release entered into with the Collateral Agent expressly terminates the obligations of the Pledgor hereunder.

Lien Absolute. The Pledgor No Grantor that is a Guarantor shall not be released from its obligations hereunder by reason of: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any of the Parity Lien Obligations, by operation of law or otherwise, or any obligation of any other guarantor of any of the Parity Lien Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Parity Lien Obligations; (b) any lack of validity or enforceability relating to or against the BorrowerCompany, the Pledgor any other Grantor or any other Personguarantor of any of the Parity Lien Obligations, for any reason related to the Credit AgreementIndenture, any other Loan Note Document or any other agreement or instrument governing or evidencing any Parity Lien Obligations, or any applicable Law Laws purporting to prohibit the payment by the Borrower Company, any other Grantor or any other guarantor of the Parity Lien Obligations of the principal of or interest on the Parity Lien Obligations; (c) any modification or amendment of or supplement to the Credit Agreement, any other Loan Document Indenture or any other agreement or instrument governing or evidencing any ObligationsNote Document; (d) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Parity Lien Obligations, or any other amendment or waiver of or any consent to any departure from the Credit AgreementIndenture, any other Loan Note Document or any other agreement or instrument governing or evidencing any Parity Lien Obligations, including any increase or decrease in the rate of interest thereon; (e) any change in the legal corporate existence, structure or ownership of the BorrowerCompany, the Pledgor any other Grantor or any other Personguarantor of any of the Parity Lien Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the BorrowerCompany, the Pledgor any other Grantor or any other Personguarantor of the Parity Lien Obligations, or any of their assets or any resulting release or discharge of any Obligation obligation of the BorrowerCompany, the Pledgor any other Grantor or any other Personguarantor or any of the Parity Lien Obligations; (f) any present or future law, regulation or order of any jurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of any Loan Document, the Obligations Note Document or any other agreement or instrument governing or evidencing any Parity Lien Obligations; (g) any other setoff, defense or counterclaim whatsoever (in any case, whether based on contract, tort or any other theory) with respect to the Credit AgreementParity Lien Obligations, any other Loan Note Document, any other agreement or instrument or the transactions contemplated thereby which might constitute a legal or equitable defense available to, or discharge of the Borrower, the Pledgor or any other PersonGuarantor; or (h) any other act or omission to act or delay of any kind by the BorrowerCompany, any other Grantor, any other guarantor of the PledgorParity Lien Obligations, the Collateral Agent, any Lender, other Secured Party Holder or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Pledgorany Guarantor’s obligations hereunder; except in each case to the extent that any written amendment, settlement, compromise, waiver or release entered into with the Collateral Agent expressly modifies or terminates the obligations of the Pledgor hereundersuch Grantor.

Lien Absolute. The Pledgor All obligations of each Grantor hereunder, shall not be released from its obligations hereunder by reason absolute and unconditional irrespective of: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any of the Obligations, by operation of law or otherwise, or any obligation of any other guarantor of any of the Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Obligations; (b) any lack of validity or enforceability relating to or against the BorrowerBorrowers, the Pledgor any other Loan Party or any other Personguarantor of any of the Obligations, for any reason related to the Credit Agreement, any other Loan Document or any other agreement or instrument governing or evidencing any Obligations, or any applicable Law purporting to prohibit the payment by Borrowers, any other Loan Party or any other guarantor of the Borrower Obligations of the principal of or interest on the Obligations; (c) any modification or amendment of or supplement to the Credit Agreement, Agreement or any other Loan Document or any other agreement or instrument governing or evidencing any ObligationsDocument; (d) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document or any other agreement or instrument governing or evidencing any Obligations, including any increase or decrease in the rate of interest thereon; (e) any change in the legal corporate existence, structure or ownership of the BorrowerBorrowers, the Pledgor any other Loan Party or any other Personguarantor of any of the Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the BorrowerBorrowers, the Pledgor any other Loan Party or any other Personguarantor of the Obligations, or any of their assets or any resulting release or of discharge of any Obligation obligation of the BorrowerBorrowers, the Pledgor any other Loan Party or any other Personguarantor or any of the Obligations; (f) any present or future law, regulation or order of any jurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of any Loan Document, the Obligations Document or any other agreement or instrument governing or evidencing any Obligations; (g) any other setoff, defense or counterclaim whatsoever (in any case, whether based on contract, tort or any other theory) with respect to the Credit Agreement, any other Loan Document, any other agreement or instrument or the transactions contemplated thereby which might constitute a legal or equitable defense available to, or discharge of the Borrower, the Pledgor or any other PersonGrantor; or (h) any other act or omission to act or delay of any kind by Borrowers, any other Loan Party, any other guarantor of the BorrowerObligations, the Pledgor, the Collateral Administrative Agent, any Lender, other Secured Party Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Pledgorany Grantor’s obligations hereunder; except in each case to the extent that any written amendment, settlement, compromise, waiver or release entered into with the Collateral Agent expressly terminates the obligations of the Pledgor hereunder.

Lien Absolute. The Pledgor All obligations of each Grantor hereunder, shall not be released from its obligations hereunder by reason absolute and unconditional irrespective of:: Exhibit 10.02 2023 10-K (a) any extension, renewal, settlement, compromise, waiver or release in respect of any of the ObligationsIndebtedness, by operation of law or otherwise, or any obligation of any other guarantor of any of the ObligationsIndebtedness, or any default, failure or delay, willful or otherwise, in the payment or performance of the ObligationsIndebtedness; (b) any lack of validity or enforceability relating to or against the Borrower, the Pledgor any other Loan Party or any other Personguarantor of any of the Indebtedness, for any reason related to the Credit Loan Agreement, any other Loan Document Security Instrument or any other agreement or instrument governing or evidencing any ObligationsIndebtedness, or any applicable Law law purporting to prohibit the payment by Borrower, any other Loan Party or any other guarantor of the Borrower Indebtedness of the principal of or interest on the ObligationsIndebtedness; (c) any modification or amendment of or supplement to the Credit Agreement, any other Loan Document Agreement or any other agreement or instrument governing or evidencing any ObligationsSecurity Instrument; (d) any change in the time, manner or place of payment of, or in any other term of, all or any part of the ObligationsIndebtedness, or any other amendment or waiver of or any consent to any departure from the Credit Loan Agreement, any other Loan Document Security Instrument or any other agreement or instrument governing or evidencing any ObligationsIndebtedness, including any increase or decrease in the rate of interest thereon; (e) any change in the legal corporate existence, structure or ownership of the Borrower, the Pledgor any other Loan Party or any other Personguarantor of any of the Indebtedness, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, the Pledgor any other Loan Party or any other Personguarantor of the Indebtedness, or any of their assets or any resulting release or of discharge of any Obligation obligation of the Borrower, the Pledgor any other Loan Party or any other Personguarantor or any of the Indebtedness; (f) any present or future law, regulation or order of any jurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of any Loan Document, the Obligations Security Instrument or any other agreement or instrument governing or evidencing any ObligationsIndebtedness; (g) any other setoff, defense or counterclaim whatsoever (in any case, whether based on contract, tort or any other theory) with respect to the Credit Loan Agreement, any other Loan DocumentSecurity Instrument, any other agreement or instrument or the transactions contemplated thereby which might constitute a legal or equitable defense available to, or discharge of the Borrower, the Pledgor or any other PersonGrantor; or (h) any other act or omission to act or delay of any kind by the Borrower, any other Loan Party, any other guarantor of the PledgorIndebtedness, the Collateral Agent, any Lender, other Secured Party Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Pledgorany Grantor’s obligations hereunder; except in each case to the extent that any written amendment, settlement, compromise, waiver or release entered into with the Collateral Agent expressly terminates the obligations of the Pledgor hereunder.

Lien Absolute. The Pledgor All obligations of each Grantor hereunder, shall not be released from its obligations hereunder by reason absolute and unconditional irrespective of: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any of the ObligationsIndebtedness, by operation of law or otherwise, or any obligation of any other guarantor of any of the ObligationsIndebtedness, or any default, failure or delay, willful or otherwise, in the payment or performance of the ObligationsIndebtedness; (b) any lack of validity or enforceability relating to or against the Borrower, the Pledgor any Subsidiary or any other Personguarantor of any of the Indebtedness, for any reason related to the Credit Agreement, any other Loan Document or any other agreement or instrument governing or evidencing any ObligationsIndebtedness, or any applicable Law Governmental Requirements purporting to prohibit the payment by the Borrower Borrower, any Subsidiary or any other guarantor of the Indebtedness of the principal of or interest on the ObligationsIndebtedness; (c) any modification or amendment of or supplement to the Credit Agreement, Agreement or any other Loan Document or any other agreement or instrument governing or evidencing any ObligationsDocument; (d) any change in the time, manner or place of payment of, or in any other term of, all or any part of the ObligationsIndebtedness, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document or any other agreement or instrument governing or evidencing any ObligationsIndebtedness, including any increase or decrease in the rate of interest thereon; (e) any change in the legal corporate existence, structure or ownership of the Borrower, the Pledgor any Subsidiary or any other Personguarantor of any of the Indebtedness, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, the Pledgor any Subsidiary or any other Personguarantor of the Indebtedness, or any of their assets or any resulting release or of discharge of any Obligation obligation of the Borrower, the Pledgor any Subsidiary or any other Personguarantor or any of the Indebtedness; (f) any present or future law, regulation or order of any jurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of any Loan Document, the Obligations Document or any other agreement or instrument governing or evidencing any ObligationsIndebtedness; (g) any other setoff, defense or counterclaim whatsoever (in any case, whether based on contract, tort or any other theory) with respect to the Credit Agreement, any other Loan Document, any other agreement or instrument or the transactions contemplated thereby which might constitute a legal or equitable defense available to, or discharge of the Borrower, the Pledgor or any other PersonGrantor; or (h) any other act or omission to act or delay of any kind by the Borrower, any Subsidiary, any other guarantor of the PledgorIndebtedness, the Collateral AgentSecured Party, any Lender, other Secured Party Creditor or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Pledgor’s any Grantor's obligations hereunder; except in each case to the extent that any written amendment, settlement, compromise, waiver or release entered into with the Collateral Agent expressly terminates the obligations of the Pledgor hereunder.

Lien Absolute. The Pledgor No Grantor that is a Guarantor shall not be released from its obligations hereunder by reason of: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any of the Obligations, by operation of law or otherwise, or any obligation of any other guarantor of any of the Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Obligations; (b) any lack of validity or enforceability relating to or against the Borrower, the Pledgor any other Credit Party or any other Personguarantor of any of the Obligations, for any reason related to the Credit Agreement, any other Loan Document Paper or any other agreement or instrument governing or evidencing any Obligations, or any applicable Law Laws purporting to prohibit the payment by the Borrower Borrower, any other Credit Party or any other guarantor of the Obligations of the principal of or interest on the Obligations; (c) any modification or amendment of or supplement to the Credit Agreement, Agreement or any other Loan Document or any other agreement or instrument governing or evidencing any ObligationsPaper; (d) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document Paper or any other agreement or instrument governing or evidencing any Obligations, including any increase or decrease in the rate of interest thereon; (e) any change in the legal corporate existence, structure or ownership of the Borrower, the Pledgor any other Credit Party or any other Personguarantor of any of the Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, the Pledgor any other Credit Party or any other Personguarantor of the Obligations, or any of their assets or any resulting release or discharge of any Obligation obligation of the Borrower, the Pledgor any other Credit Party or any other Personguarantor or any of the Obligations; (f) any present or future law, regulation or order of any jurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of any Loan Document, the Obligations Paper or any other agreement or instrument governing or evidencing any Obligations; (g) any other setoff, defense or counterclaim whatsoever (in any case, whether based on contract, tort or any other theory) with respect to the Credit Agreement, any other Loan DocumentPaper, any other agreement or instrument or the transactions contemplated thereby which might constitute a legal or equitable defense available to, or discharge of any Guarantor, other than payment or performance of the Borrower, the Pledgor or any other PersonObligations; or (h) any other act or omission to act or delay of any kind by the Borrower, any other Credit Party, any other guarantor of the PledgorObligations, the Collateral Administrative Agent, any Lender, other Secured Party Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Pledgorany Guarantor’s obligations hereunder, other than payment or performance of the Obligations; in each case to the extent permitted by applicable law, and except in each case to the extent that any written amendment, settlement, compromise, waiver or release entered into with the Collateral Agent expressly modifies or terminates the obligations of the Pledgor hereundersuch Grantor.

Lien Absolute. The Pledgor All obligations of each Grantor hereunder shall not be released from its obligations hereunder by reason absolute and unconditional irrespective of: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any of the Notes Obligations, by operation of law or otherwise, or any obligation of any other guarantor of any of the Notes Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Notes Obligations; (b) any lack of validity or enforceability relating to or against the Borrower, the Pledgor any Grantor or any other Personguarantor of any of the Notes Obligations, for any reason related to the Credit Note Purchase Agreement, any other Loan Notes Document or any other agreement or instrument governing or evidencing any Notes Obligations, or any applicable Law law purporting to prohibit the payment by any Grantor or any other guarantor of the Borrower Notes Obligations of the principal of or interest on the Notes Obligations; (c) any modification or amendment of or supplement to the Credit Agreement, any other Loan Document Note Purchase Agreement or any other agreement or instrument governing or evidencing any ObligationsNotes Document; (d) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Notes Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Note Purchase Agreement, any other Loan Notes Document or any other agreement or instrument governing or evidencing any Notes Obligations, including any increase or decrease in the rate of interest thereon; (e) any change in the legal corporate existence, structure or ownership of the Borrower, the Pledgor any Grantor or any other Personguarantor of any of the Notes Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, the Pledgor any Grantor or any other Personguarantor of the Notes Obligations, or any of their assets or any resulting release or discharge of any Obligation obligation of the Borrower, the Pledgor any Grantor or any other Personguarantor or any of the Notes Obligations; (f) any present or future law, regulation or order of any jurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of any Loan Document, the Obligations Notes Document or any other agreement or instrument governing or evidencing any Notes Obligations; (g) any other setoff, defense or counterclaim whatsoever (in any case, whether based on contract, tort or any other theory) with respect to the Credit Note Purchase Agreement, any other Loan Notes Document, any other agreement or instrument or the transactions contemplated thereby which might constitute a legal or equitable defense available to, or discharge of the Borrower, the Pledgor or any other PersonGrantor; or (h) any other act or omission to act or delay of any kind by any Grantor or any other guarantor of the BorrowerNotes Obligations, the Pledgor, the Collateral AgentNoteholder Representative, any Lender, other Secured Party Noteholder or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Pledgorany Grantor’s obligations hereunder; except in each case to the extent that any written amendment, settlement, compromise, waiver or release entered into with the Collateral Agent expressly terminates the obligations of the Pledgor hereunder.;

Lien Absolute. The Pledgor All obligations of Borrower hereunder, shall not be released from its obligations hereunder by reason absolute and unconditional irrespective of: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any of the Obligations, by operation of law or otherwise, or any obligation of any other guarantor of any of the Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Obligations; (b) any lack of validity or enforceability relating to or against the Borrower, the Pledgor Borrower or any other Personguarantor of any of the Obligations, for any reason related to the Credit Subscription Agreement, any other Loan Transaction Document or any other agreement or instrument governing or evidencing any Obligations, or any applicable Law governmental requirements purporting to prohibit the payment by Borrower or any guarantor of the Borrower Obligations of the principal of or interest on the Obligations; (c) any modification or amendment of or supplement to the Credit Agreement, any other Loan Document Subscription Agreement or any other agreement or instrument governing or evidencing any ObligationsTransaction Document; (d) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Subscription Agreement, any other Loan Transaction Document or any other agreement or instrument governing or evidencing any of the Obligations, including any increase or decrease in the rate of interest thereon; (e) any change in the legal corporate existence, structure or ownership of the Borrower, the Pledgor Borrower or any other Personguarantor of any of the Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, the Pledgor Borrower or any other Personguarantor of the Obligations, or any of their assets or any resulting release or of discharge of any Obligation obligation of Borrower or any guarantor or any of the Borrower, the Pledgor or any other PersonObligations; (f) any present or future law, regulation or order of any jurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of any Loan Document, Transaction Document or the Obligations or any other agreement or instrument governing or evidencing any Obligations; (g) any other setoff, defense or counterclaim whatsoever (in any case, whether based on contract, tort or any other theory) with respect to the Credit Subscription Agreement, any other Loan Transaction Document, any other agreement or instrument or the transactions contemplated thereby which might constitute a legal or equitable defense available to, or discharge of the Borrower, the Pledgor or any other Person; or (h) any other act or omission to act or delay of any kind by Borrower or any guarantor of the Borrower, the PledgorObligations, the Collateral Agent, any Lender, other Secured Party Holder or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the PledgorBorrower’s obligations hereunder; except in each case to the extent that any written amendment, settlement, compromise, waiver or release entered into with the Collateral Agent expressly terminates the obligations of the Pledgor hereunder.

Lien Absolute. The Pledgor shall not be released from its obligations hereunder by reason of: : (a) any extension, renewal, settlement, compromise, waiver or release in respect of any of the Obligations, by operation of law or otherwise, or any obligation of any other guarantor of any of the Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Obligations; ; (b) any lack of validity or enforceability relating to or against the Initial Borrower, the Pledgor or any other Person, for any reason related to the Credit Agreement, any other Loan Document or any other agreement or instrument governing or evidencing any Obligations, or any applicable Law purporting to prohibit the payment by the Initial Borrower of the principal of or interest on the Obligations; ; (c) any modification or amendment of or supplement to the Credit Agreement, any other Loan Document or any other agreement or instrument governing or evidencing any Obligations; ; (d) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document or any other agreement or instrument governing or evidencing any Obligations, including any increase or decrease in the rate of interest thereon; ; (e) any change in the legal existence, structure or ownership of the Initial Borrower, the Pledgor or any other Person, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Initial Borrower, the Pledgor or any other Person, or any of their assets or any resulting release or discharge of any Obligation of the Initial Borrower, the Pledgor or any other Person; ; (f) any present or future law, regulation or order of any jurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of any Loan Document, the Obligations or any other agreement or instrument governing or evidencing any Obligations; ; (g) any other setoff, defense or counterclaim whatsoever (in any case, whether based on contract, tort or any other theory) with respect to the Credit Agreement, any other Loan Document, any other agreement or instrument or the transactions contemplated thereby which might constitute a legal or equitable defense available to, or discharge of the Initial Borrower, the Pledgor or any other Person; or or (h) any other act or omission to act or delay of any kind by the Initial Borrower, the Pledgor, the Collateral Agent, any Lender, other Secured Party or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Pledgor’s obligations hereunder; except in each case to the extent that any written amendment, settlement, compromise, waiver or release entered into with the Collateral Agent expressly terminates the obligations of the Pledgor hereunder.

Lien Absolute. The Pledgor All obligations of each Grantor hereunder, shall not be released from its obligations hereunder by reason absolute and unconditional irrespective of: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any of the ObligationsIndebtedness, by operation of law or otherwise, or any obligation of any other guarantor of any of the ObligationsIndebtedness, or any default, failure or delay, willful or otherwise, in the payment or performance of the ObligationsIndebtedness; (b) any lack of validity or enforceability relating to or against the Borrower, the Pledgor any Subsidiary or any other Personguarantor of any of the Indebtedness, for any reason related to the Credit Agreement, any other Loan Document or any other agreement or instrument governing or evidencing any ObligationsIndebtedness, or any applicable Law Governmental Requirements purporting to prohibit the payment by the Borrower Borrower, any Subsidiary or any other guarantor of the Indebtedness of the principal of or interest on the ObligationsIndebtedness; (c) any modification or amendment of or supplement to the Credit Agreement, Agreement or any other Loan Document or any other agreement or instrument governing or evidencing any ObligationsDocument; (d) any change in the time, manner or place of payment of, or in any other term of, all or any part of the ObligationsIndebtedness, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document or any other agreement or instrument governing or evidencing any ObligationsIndebtedness, including any increase or decrease in the rate of interest thereon; (e) any change in the legal corporate existence, structure or ownership of the Borrower, the Pledgor any Subsidiary or any other Personguarantor of any of the Indebtedness, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, the Pledgor any Subsidiary or any other Personguarantor of the Indebtedness, or any of their assets or any resulting release or of discharge of any Obligation obligation of the Borrower, the Pledgor any Subsidiary or any other Personguarantor or any of the Indebtedness; (f) any present or future law, regulation or order of any jurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of any Loan Document, the Obligations Document or any other agreement or instrument governing or evidencing any ObligationsIndebtedness; (g) any other setoff, defense or counterclaim whatsoever (in any case, whether based on contract, tort or any other theory) with respect to the Credit Agreement, any other Loan Document, any other agreement or instrument or the transactions contemplated thereby which might constitute a legal or equitable defense available to, or discharge of the Borrower, the Pledgor or any other PersonGrantor; or (h) any other act or omission to act or delay of any kind by the Borrower, any Subsidiary, any other guarantor of the PledgorIndebtedness, the Collateral Administrative Agent, any Lender, other Secured Party Creditor or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Pledgor’s any Grantor's obligations hereunder; except in each case to the extent that any written amendment, settlement, compromise, waiver or release entered into with the Collateral Agent expressly terminates the obligations of the Pledgor hereunder.

Lien Absolute. The All obligations of Pledgor hereunder, shall not be released from its obligations hereunder by reason absolute and unconditional irrespective of: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any of the Obligations, by operation of law or otherwise, or any obligation of any other guarantor of any of the Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Obligations; (b) any lack of validity or enforceability relating to or against the BorrowerBorrowers, the any other Loan Party, Pledgor or any other Personguarantor of any of the Obligations, for any reason related to the Credit Agreement, any other Loan Document or any other agreement or instrument governing or evidencing any Obligations, or any applicable Law purporting to prohibit the payment by Borrowers, any other Loan Party, Pledgor or any other guarantor of the Borrower Obligations of the principal of or interest on the Obligations; (c) any modification or amendment of or supplement to the Credit Agreement, Agreement or any other Loan Document or any other agreement or instrument governing or evidencing any ObligationsDocument; (d) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document or any other agreement or instrument governing or evidencing any Obligations, including any increase or decrease in the rate of interest thereon; (e) any change in the legal corporate existence, structure or ownership of the BorrowerBorrowers, the any other Loan Party, Pledgor or any other Personguarantor of any of the Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the BorrowerBorrowers, the any other Loan Party, Pledgor or any other Personguarantor of the Obligations, or any of their assets or any resulting release or of discharge of any Obligation obligation of the BorrowerBorrowers, the any other Loan Party, Pledgor or any other Personguarantor or any of the Obligations; (f) any present or future law, regulation or order of any jurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of any Loan Document, the Obligations Document or any other agreement or instrument governing or evidencing any Obligations; (g) any other setoff, defense or counterclaim whatsoever (in any case, whether based on contract, tort or any other theory) with respect to the Credit Agreement, any other Loan Document, any other agreement or instrument or the transactions contemplated thereby which might constitute a legal or equitable defense available to, or discharge of the Borrower, the Pledgor or any other PersonPledgor; or (h) any other act or omission to act or delay of any kind by Borrowers, any other Loan Party, Pledgor, any other guarantor of the BorrowerObligations, the Pledgor, the Collateral Administrative Agent, any Lender, other Secured Party Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Pledgor’s obligations hereunder; except in each case to the extent that any written amendment, settlement, compromise, waiver or release entered into with the Collateral Agent expressly terminates the obligations of the Pledgor hereunder.