Common use of No Discharge or Diminishment of Guarantee Clause in Contracts

No Discharge or Diminishment of Guarantee. Subject to Section 1410, the obligations of each of the Guarantors hereunder shall be absolute and unconditional and not be subject to any reduction, limitation, termination, impairment or for any reason (other than the payment in full in cash of the Obligations), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Securities, this Indenture or the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each of the Guarantors hereunder shall not be discharged or impaired or otherwise affected by the failure of the Trustee or any Holder of the Notes to assert any claim or demand or to enforce any remedy under this Indenture or any Security, any other guarantee or any other agreement, by any waiver, modification or indulgence of any provision thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, by any release of any other Guarantor pursuant to Section 1410 or by any other act or omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the payment in full in cash of all the Obligations); provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of such Security, or increase the interest rate thereon, change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity of any payment thereon, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Section 502 of this Indenture.

No Discharge or Diminishment of Guarantee. Subject to Section 1410, the obligations of each of the Guarantors hereunder shall be absolute and unconditional and not be subject to any reduction, limitation, termination, termination or impairment or for any reason (other than the payment in full in cash of the Obligations), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Securities, this Indenture or the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each of the Guarantors hereunder shall not be discharged or impaired or otherwise affected by the failure of the Trustee or any Holder of the Notes to assert any claim or demand or to enforce any remedy under this Indenture or any Security, any other guarantee or any other agreement, by any waiver, modification or indulgence of any provision thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, by any release of any other Guarantor pursuant to Section 1410 or by any other act or omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the payment in full in cash of all the Obligations); provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of such Security, or increase the interest rate thereon, change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity of any payment thereon, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Section 502 of this Indenture.

No Discharge or Diminishment of Guarantee. Subject to Section 1410, the The obligations of each of the Guarantors Guarantor hereunder shall be absolute and unconditional and not be subject to any reduction, limitation, termination, impairment or termination for any reason (other than the payment in full in cash of the ObligationsGuaranteed Obligations (other than contingent indemnification obligations)), including any claim of waiver, release, surrender, alteration or compromise of any of the Guaranteed Obligations, and shall not be subject to (to the extent permitted by applicable law) any defense (other than payment in full in cash of the Guaranteed Obligations (other than contingent indemnification obligations)) or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Securities, this Indenture or the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each of the Guarantors Guarantor hereunder shall not be discharged or impaired or otherwise affected by the failure of the Trustee Collateral Agent or any Holder of the Notes other Secured Party to assert any claim or demand or to enforce any remedy under this Indenture or any Securitythe Credit Agreement, any other guarantee Loan Document or any other agreement, by any waiver, waiver or modification or indulgence of any provision of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations, by any release of any other Guarantor pursuant to Section 1410 or by any other act or omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any Guarantor or that would otherwise operate as a discharge of any each Guarantor as a matter of law or equity (other than the payment in full in cash of all the ObligationsGuaranteed Obligations (other than contingent indemnification obligations); provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of such Security, or increase the interest rate thereon, change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity of any payment thereon, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Section 502 of this Indenture).

No Discharge or Diminishment of Guarantee. Subject to Section 1410, the The obligations of each of the Guarantors hereunder Kimco under this guarantee shall be absolute and unconditional and not be subject to any reduction, limitation, termination, impairment or termination for any reason (other than the payment in full in cash of the Guaranteed Obligations), including any claim of waiver, release, surrender, amendment, modification, alteration or compromise of any of the ObligationsGuaranteed Obligations or of any collateral security or guarantee or other accommodation in respect thereof, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Securities, Guaranteed Obligations or any Loan Document or any provision thereof (or of this Indenture Agreement or the Obligations any provision hereof) or otherwise. Without limiting the generality of the foregoing, the obligations of each of the Guarantors hereunder Kimco under this guarantee shall not be discharged or impaired or otherwise affected by the failure any change of location, form or jurisdiction of any Subsidiary Borrower or any other Person, any merger, consolidation or amalgamation of any Subsidiary Borrower or any other Person into or with any other Person, any sale, lease or transfer of any of the Trustee assets of any Subsidiary Borrower or any Holder of the Notes other Person to assert any claim or demand or to enforce any remedy under this Indenture or any Securityother Person, any other guarantee change of form, structure, or status under any law in respect of any Subsidiary Borrower or any other agreementPerson, by or any waiverother occurrence, modification circumstance, happening or indulgence event whatsoever, whether similar or dissimilar to the foregoing, whether foreseen or unforeseen, that might otherwise constitute a legal or equitable defense, release, exoneration, or discharge or that might otherwise limit recourse against any Subsidiary Borrower or Kimco or any other Person. The obligations of any provision thereofKimco under this guarantee shall extend to all Guaranteed Obligations without limitation of amount, by any default, failure and Kimco agrees that it shall be obligated to honor its guarantee hereunder whether or delay, willful or otherwise, in the performance of the Obligations, by any release of not any other Guarantor pursuant (i) has been called to Section 1410 honor its guarantee, (ii) has failed to honor its guarantee in whole or by any other act or omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the payment in full in cash of all the Obligations); provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of such Securitypart, or increase the interest rate thereon, change (iii) has been released for any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity of any payment thereon, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Section 502 of this Indenturereason whatsoever from its obligations under its guarantee.

No Discharge or Diminishment of Guarantee. Subject to Section 1410, the obligations of each of the Guarantors hereunder shall be absolute and unconditional and not be subject to any reduction, limitation, termination, termination or impairment or for any reason (other than the payment in full in cash of the Obligations), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Securities, this Indenture or the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each of the Guarantors hereunder shall not be discharged or impaired or otherwise affected by the failure of the Trustee or any Holder of the Notes Securities to assert any claim or demand or to enforce any remedy under this Indenture or any Security, any other guarantee or any other agreement, by any waiver, modification or indulgence of any provision thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, by any release of any other Guarantor pursuant to Section 1410 or by any other act or omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the payment in full in cash of all the Obligations); provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of such Security, or increase the interest rate thereon, change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity of any payment thereon, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Section 502 of this Indenture.

No Discharge or Diminishment of Guarantee. Subject to Section 1410, the The obligations of each of the Guarantors hereunder Borrower shall be absolute and unconditional and not be subject to any reduction, limitation, termination, impairment or termination for any reason (other than the payment indefeasible satisfaction in full in cash of the ObligationsGuaranteed Obligations and the termination of all of the Commitments under the Credit Agreement or the termination of its guarantee hereunder to the extent provided in Section 12 below), including any claim of waiver, release, surrender, alteration or compromise of any of the Guaranteed Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Securities, this Indenture or the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each of the Guarantors hereunder Borrower shall not be discharged or impaired or otherwise affected by the failure of the Trustee Administrative Agent or any Holder of the Notes Lender to assert any claim or demand or to enforce any remedy under this Indenture or any Securitythe Credit Agreement, any other guarantee Loan Document, any agreement relating to Hedging Obligations or Treasury Management Obligations or any other agreement, by any waiver, waiver or modification or indulgence of any provision of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations, by any release of any other Guarantor pursuant to Section 1410 or by any other act or omission or delay to do any other act that may or might in any manner or to any the extent vary the risk of Holdings or any Guarantor Subsidiary Loan Party or that would otherwise operate as a discharge of any Guarantor Holdings and each Subsidiary Loan Party as a matter of law or equity (other than the payment indefeasible satisfaction in full in cash of the Guaranteed Obligations and the termination of all the Obligations); provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase Commitments under the principal amount of such Security, or increase the interest rate thereon, change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity of any payment thereon, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration Credit Agreement or the maturity thereof pursuant termination of its guarantee hereunder to the extent provided in Section 502 of this Indenture12 below).

No Discharge or Diminishment of Guarantee. Subject to Section 1410, the The obligations of each of the Guarantors Guarantor hereunder shall be absolute and unconditional and not be subject to any reduction, limitation, termination, impairment or termination for any reason (other than the payment indefeasible satisfaction in full in cash of the ObligationsGuaranteed Obligations and the termination of all of the Commitments under the Credit Agreement or the termination of its guarantee hereunder to the extent provided in Section 12 below), including any claim of waiver, release, surrender, alteration or compromise of any of the Guaranteed Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Securities, this Indenture or the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each of the Guarantors Guarantor hereunder shall not be discharged or impaired or otherwise affected by the failure of the Trustee Administrative Agent, any Issuing Bank or any Holder of the Notes Lender to assert any claim or demand or to enforce any remedy under this Indenture or any Securitythe Credit Agreement, any other guarantee Loan Document, any agreement relating to Hedging Obligations or Treasury Management Obligations or any other agreement, by any waiver, waiver or modification or indulgence of any provision of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations, by any release of any other Guarantor pursuant to Section 1410 or by any other act or omission or delay to do any other act that may or might in any manner or to any the extent vary the risk of any Guarantor or that would otherwise operate as a discharge of any each Guarantor as a matter of law or equity (other than the payment indefeasible satisfaction in full in cash of the Guaranteed Obligations and the termination of all the Obligations); provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase Commitments under the principal amount of such Security, or increase the interest rate thereon, change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity of any payment thereon, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration Credit Agreement or the maturity thereof pursuant termination of its guarantee hereunder to the extent provided in Section 502 of this Indenture12 below).

No Discharge or Diminishment of Guarantee. Subject to Section 1410To the fullest extent permitted by applicable law and except as otherwise expressly provided in this Agreement, the obligations Secured Obligations of each of the Guarantors Guarantor hereunder shall be absolute and unconditional and not be subject to any reduction, limitation, termination, impairment or termination for any reason (other than the payment in full in cash of the ObligationsSecured Obligations (other than contingent indemnity obligations with respect to then unasserted claims)), including any claim of waiver, release, surrender, alteration or compromise of any of the Secured Obligations, and shall not be subject to any defense (other than a defense of payment) or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Securities, this Indenture or the Secured Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each of Guarantor hereunder shall, to the Guarantors hereunder shall fullest extent permitted by applicable law, not be discharged or impaired or otherwise affected by the failure of the Trustee Administrative Agent or any Holder of the Notes other Secured Party to assert any claim or demand or to enforce any remedy under this Indenture or any Securitythe Credit Agreement, any other Loan Document, any guarantee or any other agreementagreement or instrument, by any waiveramendment, waiver or modification or indulgence of any provision thereofof the Credit Agreement or any other Loan Document or other agreement or instrument, by any default, failure or delay, willful or otherwise, in the performance of the Secured Obligations, by any release of any other Guarantor pursuant to Section 1410 or by any other act or act, omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the payment in full in cash of all the ObligationsSecured Obligations (other than contingent indemnity obligations with respect to then unasserted claims); provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of such Security, or increase the interest rate thereon, change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity which would impair or eliminate any right of any payment thereon, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant Guarantor to Section 502 of this Indenturesubrogation.

No Discharge or Diminishment of Guarantee. Subject to Section 141014.09, the obligations of each of the Guarantors Guarantor hereunder shall be absolute and unconditional and not be subject to any reduction, limitation, termination, impairment or for any reason (other than the payment in full in cash of the Obligations), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Securities, this Indenture or the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each of the Guarantors Guarantor hereunder shall not be discharged or impaired or otherwise affected by the failure of the Trustee or any Holder of the Notes to assert any claim or demand or to enforce any remedy under this Indenture or any Security, any other guarantee or any other agreement, by any waiver, modification or indulgence of any provision thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, by any release of any other Guarantor pursuant to Section 1410 Obligations or by any other act or omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any the Guarantor or that would otherwise operate as a discharge of any the Guarantor as a matter of law or equity (other than the payment in full in cash of all the Obligations); provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the GuarantorsGuarantor, increase the principal amount of such Security, or increase the interest rate thereon, change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity of any payment thereon, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Section 502 5.02 of this Indenture.

No Discharge or Diminishment of Guarantee. Subject to Section 1410, the The obligations of each of the Guarantors Guarantor hereunder shall be absolute and unconditional and not be subject to any reduction, limitation, termination, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Obligationsapplicable Borrower's Obligations except contingent indemnification and reimbursement obligations, which pursuant to Section 8.04(f) of the Credit Agreement shall survive the termination of the Loan Documents and the payment in full of all obligations referred to in such Section 8.04(f)), including any claim of waiver, release, surrender, alteration or compromise of any of the applicable Borrower's Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of such Obligations, any law or regulation of any jurisdiction or any other event affecting any term of an Obligation or any other circumstance that might constitute a defense of the Securities, this Indenture applicable Borrower or the Obligations or otherwiseany Guarantor. Without limiting the generality of the foregoing, the obligations of each of the Guarantors Guarantor hereunder shall not be discharged or impaired or otherwise affected by the failure of the Trustee Administrative Agent or any Holder of the Notes other Guaranteed Party to assert any claim or demand or to enforce any remedy under this Indenture or any Securitythe Credit Agreement, any other guarantee Loan Document or any other agreement, by any waiver, waiver or modification or indulgence of any provision of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the applicable Borrower's Obligations, by any release of any other Guarantor pursuant to Section 1410 or by any other act or omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any Guarantor or that would otherwise operate as a discharge of any each Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all of the applicable Borrower's Obligations); provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent and each Guarantor hereby waives any defense arising by reason of any of the Guarantors, increase the principal amount of such Security, or increase the interest rate thereon, change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity of any payment thereon, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Section 502 of this Indentureforegoing actions.

No Discharge or Diminishment of Guarantee. Subject to Section 141014.10, the obligations of each of the Guarantors hereunder shall be absolute and unconditional and not be subject to any reduction, limitation, termination, impairment or for any reason (other than the payment in full in cash of the Obligations), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Securities, this Indenture or the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each of the Guarantors hereunder shall not be discharged or impaired or otherwise affected by the failure of the Trustee or any Holder of the Notes to assert any claim or demand or to enforce any remedy under this Indenture or any Security, any other guarantee or any other agreement, by any waiver, modification or indulgence of any provision thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, by any release of any other Guarantor pursuant to Section 1410 14.10 or by any other act or omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the payment in full in cash of all the Obligations); provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of such Security, or increase the interest rate thereon, change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity of any payment thereon, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Section 502 5.02 of this Indenture.

No Discharge or Diminishment of Guarantee. Subject to Section 1410, the The obligations of each of the Guarantors hereunder Ultimate Parent under this Parent Guarantee shall be absolute and unconditional and not be subject to any reduction, limitation, termination, impairment or termination for any reason (other than the payment in full in cash of the Guaranteed Obligations), including any claim of waiver, release, surrender, amendment, modification, alteration or compromise of any of the ObligationsGuaranteed Obligations or of any collateral security or guarantee or other accommodation in respect thereof, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Securities, Guaranteed Obligations or any Loan Document or any provision thereof (or of this Indenture Parent Guarantee or the Obligations any provision hereof) or otherwise. Without limiting the generality of the foregoing, the obligations of each of the Guarantors hereunder Ultimate Parent under this Parent Guarantee shall not be discharged or impaired or otherwise affected by the failure any change of location, form or jurisdiction of Kimco or any other Person, any merger, consolidation or amalgamation of Kimco or any other Person into or with any other Person, any sale, lease or transfer of any of the Trustee assets of Kimco or any Holder of the Notes other Person to assert any claim or demand or to enforce any remedy under this Indenture or any Securityother Person, any other guarantee change of form, structure, or status under any law in respect of Kimco or any other agreementPerson, by or any waiverother occurrence, modification circumstance, happening or indulgence event whatsoever, whether similar or dissimilar to the foregoing, whether foreseen or unforeseen, that might otherwise constitute a legal or equitable defense, release, exoneration, or discharge or that might otherwise limit recourse against Kimco or Ultimate Parent or any other Person. The obligations of any provision thereofUltimate Parent under this Parent Guarantee shall extend to all Guaranteed Obligations without limitation of amount, by any default, failure and Ultimate Parent agrees that it shall be obligated to honor its guarantee hereunder whether or delay, willful or otherwise, in the performance of the Obligations, by any release of not any other Guarantor pursuant (i) has been called to Section 1410 honor its guarantee, (ii) has failed to honor its guarantee in whole or by any other act or omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the payment in full in cash of all the Obligations); provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of such Securitypart, or increase the interest rate thereon, change (iii) has been released for any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity of any payment thereon, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Section 502 of this Indenturereason whatsoever from its obligations under its guarantee.

No Discharge or Diminishment of Guarantee. Subject to Except as provided in Section 14104 above, the obligations of each of the Guarantors hereunder Guarantor under this Guarantee shall be absolute and unconditional and not be subject to any reduction, limitation, termination, impairment or termination for any reason (other than if the payment Guaranteed Obligations have been indefeasibly performed in full in cash of the Obligationsfull), including any claim of waiver, release, surrender, alteration or compromise of any of the Guaranteed Obligations, and shall not be subject to any defense or setoffset-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability any discharge of Century from any of the Securities, this Indenture or the Guaranteed Obligations in bankruptcy proceedings or otherwise. Without limiting the generality of the foregoing, the obligations of each of the Guarantors hereunder Guarantor under this Guarantee shall not be discharged or impaired or otherwise affected by the failure of the Trustee Kenergy or any Holder of the Notes Big Rivers to assert any claim or demand or to enforce any remedy under this Indenture or any Security, any other guarantee Guaranteed Agreement or any other agreementagreement or otherwise, by any waiver, waiver or modification or indulgence of any provision thereofsuch agreement, by any default, failure waiver or delay, willful or otherwise, in the performance of the Obligations, by any release of any other Guarantor pursuant to Section 1410 or by any other act or agreement or thing or omission or delay to do any other act or thing that may or might in any manner or to any extent vary the risk of any the Guarantor or that would otherwise operate as a discharge of any the Guarantor as a matter of law or equity equity. OHSUSA:753602459.2 4 KENTUCKY PUBLIC SERVICE COMMISSION XXXX X. XXXXXXX EXECUTIVE DIRECTOR TARIFF BRANCH EFFECTIVE 8/20/2013 PURSUANT TO 807 KAR 5:011 SECTION 9 (other than 1) 8. Reinstatement. Guarantor agrees tliis Guarantee shall continue to be effective or be reinstated, as the payment in full in cash of all the Obligations); providedcase may be, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of such Securitywith respect to any payment, or increase any part thereof of principal of interest on or any other amount with respect to the interest rate thereonGuaranteed Obligations that is at any time rescinded or must otherwise be restored by Kenergy or Big Rivers upon the bankruptcy, change insolvency or reorganization of Century or any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity of any payment thereon, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Section 502 of this Indentureother Person.

No Discharge or Diminishment of Guarantee. Subject to Section 1410510 of this Fifteenth Supplemental Indenture, the obligations of each of the Guarantors hereunder shall be absolute and unconditional and not be subject to any reduction, limitation, termination, impairment or for any reason (other than the indefeasible payment in full in cash of the Obligations), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Securities, this Indenture or the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each of the Guarantors hereunder shall not be discharged or impaired or otherwise affected by the failure of the Trustee or any Holder of the Notes Securities to assert any claim or demand or to enforce any remedy under this the Indenture or any Securitythe Securities, any other guarantee or any other agreement, by any waiver, waiver or modification or indulgence of any provision of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, by any release of any other Guarantor pursuant to Section 1410 or by any other act or omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations); provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of such Security, or increase the interest rate thereon, change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity of any payment thereon, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Section 502 of this Indenture.

No Discharge or Diminishment of Guarantee. Subject to Section 1410, the The obligations of each of the Guarantors Guarantor hereunder shall be absolute and unconditional and not be subject to any reduction, limitation, termination, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Reimbursement Obligations), including any claim of waiver, release, surrender, alteration or compromise of any of the Reimbursement Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Securities, this Indenture or the Reimbursement Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each of the Guarantors Guarantor hereunder shall not be discharged or impaired or otherwise affected by the failure of the Trustee Collateral Agent or any Holder of the Notes other Secured Party to assert any claim or demand or to enforce any remedy under this Indenture or any Securitythe Reimbursement Agreement, any other guarantee Reimbursement Document or any other agreement, by any waiver, waiver or modification or indulgence of any provision of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Reimbursement Obligations, or the failure to perfect any security interest in, or the release of, any of the security held by any release or on behalf of the Collateral Agent or any other Guarantor pursuant to Section 1410 Secured Party, or by any other act or omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any Guarantor or that would otherwise operate as a discharge of any each Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Reimbursement Obligations); provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of such Security, or increase the interest rate thereon, change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity of any payment thereon, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Section 502 of this Indenture.

No Discharge or Diminishment of Guarantee. Subject to Except as provided in Section 14104 above, the obligations of each of the Guarantors hereunder Guarantor under this Guarantee shall be absolute and unconditional and not be subject to any reduction, limitation, termination, impairment or termination for any reason (other than if the payment Guaranteed Obligations have been indefeasibly performed in full in cash of the Obligationsfull), including any claim of waiver, release, surrender, alteration or compromise of any of the Guaranteed Obligations, and shall not be subject to any defense or setoffset-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability any discharge of Century from any of the Securities, this Indenture or the Guaranteed Obligations in bankruptcy proceedings OHSUSA:753602459.7 4 KENTUCKY PUBLIC SERVICE COMMISSION XXXX X. XXXXXXX EXECUTIVE DIRECTOR TARIFF BRANCH EFFECTIVE 8/20/2013 PURSUANT TO 807 KAR 5:011 SECTION 9 (1) or otherwise. Without limiting the generality of the foregoing, the obligations of each of the Guarantors hereunder Guarantor under this Guarantee shall not be discharged or impaired or otherwise affected by the failure of the Trustee Kenergy or any Holder of the Notes Big Rivers to assert any claim or demand or to enforce any remedy under this Indenture or any Security, any other guarantee Transaction Document or any other agreementagreement or otherwise, by any waiver, waiver or modification or indulgence of any provision thereofsuch agreement, by any default, failure waiver or delay, willful or otherwise, in the performance of the Obligations, by any release of any other Guarantor pursuant to Section 1410 or by any other act or agreement or thing or omission or delay to do any other act or thing that may or might in any manner or to any extent vary the risk of any the Guarantor or that would otherwise operate as a discharge of any the Guarantor as a matter of law or equity (other than the payment in full in cash of all the Obligations); provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of such Security, or increase the interest rate thereon, change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity of any payment thereon, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Section 502 of this Indentureequity.

No Discharge or Diminishment of Guarantee. Subject to Section 1410, the (a) The obligations of each of the Guarantors Revolving Guarantor hereunder shall be absolute and unconditional and not be subject to any reduction, limitation, termination, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Obligationsapplicable Borrower’s Revolving Credit Obligations except contingent indemnification and reimbursement obligations, which pursuant to Section 8.04(f) of the Credit Agreement shall survive the termination of the Loan Documents and the payment in full of all obligations referred to in such Section 8.04(f)), including any claim of waiver, release, surrender, alteration or compromise of any of the applicable Borrower’s Revolving Credit Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of such Revolving Credit Obligations, any law or regulation of any jurisdiction or any other event affecting any term of a Revolving Credit Obligation or any other circumstance that might constitute a defense of the Securities, this Indenture applicable Borrower or the Obligations or otherwiseany Revolving Guarantor. Without limiting the generality of the foregoing, the obligations of each of the Guarantors Revolving Guarantor hereunder shall not be discharged or impaired or otherwise affected by the failure of the Trustee Administrative Agent or any Holder of the Notes other Revolving Credit Guaranteed Party to assert any claim or demand or to enforce any remedy under this Indenture or any Securitythe Credit Agreement, any other guarantee Loan Document or any other agreement, by any waiver, waiver or modification or indulgence of any provision of any thereof, by any default, failure or delay, willful or otherwise, in the performance Exh. C-5 of the applicable Borrower’s Revolving Credit Obligations, by any release of any other Guarantor pursuant to Section 1410 or by any other act or omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any Revolving Guarantor or that would otherwise operate as a discharge of any each Revolving Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all of the applicable Borrower’s Revolving Credit Obligations); provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent and each Revolving Guarantor hereby waives any defense arising by reason of any of the Guarantors, increase the principal amount of such Security, or increase the interest rate thereon, change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity of any payment thereon, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Section 502 of this Indentureforegoing actions.

No Discharge or Diminishment of Guarantee. Subject to Section 1410, the The obligations of each of the Guarantors hereunder Ultimate Parent under this Parent Guarantee shall be absolute and unconditional and not be subject to any reduction, limitation, termination, impairment or termination for any reason (other than the payment in full in cash of the Guaranteed Obligations), including any claim of waiver, release, surrender, amendment, modification, alteration or compromise of any of the ObligationsGuaranteed Obligations or of any collateral security or guarantee or other accommodation in respect thereof, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Securities, Guaranteed Obligations or any Loan Document or any provision thereof (or of this Indenture Parent Guarantee or the Obligations any provision hereof) or otherwise. Without limiting the generality of the foregoing, the obligations of each of the Guarantors hereunder Ultimate Parent under this Parent Guarantee shall not be discharged or impaired or otherwise affected by the failure any change of location, form or jurisdiction of Kimco, any Subsidiary Borrower or any other Person, any merger, consolidation or amalgamation of Kimco, any Subsidiary Borrower or any other Person into or with any other Person, any sale, lease or transfer of any of the Trustee assets of Kimco, any Subsidiary Borrower or any Holder of the Notes other Person to assert any claim or demand or to enforce any remedy under this Indenture or any Securityother Person, any other guarantee change of form, structure, or status under any law in respect of Kimco or any Subsidiary Borrower or any other agreementPerson, by or any waiverother occurrence, modification circumstance, happening or indulgence event whatsoever, whether similar or dissimilar to the foregoing, whether foreseen or unforeseen, that might otherwise constitute a legal or equitable defense, release, exoneration, or discharge or that might otherwise limit recourse against Kimco or any Subsidiary Borrower or Ultimate Parent or any other Person. The obligations of any provision thereofUltimate Parent under this Parent Guarantee shall extend to all Guaranteed Obligations without limitation of amount, by any default, failure and Ultimate Parent agrees that it shall be obligated to honor its guarantee hereunder whether or delay, willful or otherwise, in the performance of the Obligations, by any release of not any other Guarantor pursuant (i) has been called to Section 1410 honor its guarantee, (ii) has failed to honor its guarantee in whole or by any other act or omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the payment in full in cash of all the Obligations); provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of such Securitypart, or increase the interest rate thereon, change (iii) has been released for any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity of any payment thereon, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Section 502 of this Indenturereason whatsoever from its obligations under its guarantee.

No Discharge or Diminishment of Guarantee. Subject to Section 1410, the The obligations of each of the Guarantors hereunder Kimco under this guarantee shall be absolute and unconditional and not be subject to any reduction, limitation, termination, impairment or termination for any reason (other than the payment in full in cash of the Guaranteed Obligations), including any claim of waiver, release, surrender, amendment, modification, alteration or compromise of any of the ObligationsGuaranteed Obligations or of any collateral security or guarantee or other accommodation in respect thereof, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Securities, Guaranteed Obligations or any Loan Document or any provision thereof (or of this Indenture Agreement or the Obligations any provision hereof) or otherwise. Without limiting the generality of the foregoing, the obligations of each of the Guarantors hereunder Kimco under this guarantee shall not be discharged or impaired or otherwise affected by the failure any change of location, form or jurisdiction of the Trustee Borrower or any Holder other Person, any merger, consolidation or amalgamation of the Notes to assert any claim or demand or to enforce any remedy under this Indenture Borrower or any Securityother Person into or with any other Person, any sale, lease or transfer of any of the assets of the Borrower or any other Person to any other Person, any other guarantee change of form, structure, or status under any law in respect of the Borrower or any other agreementPerson, by or any waiverother occurrence, modification circumstance, happening or indulgence event whatsoever, whether similar or dissimilar to the foregoing, whether foreseen or unforeseen, that might otherwise constitute a legal or equitable defense, release, exoneration, or discharge or that might otherwise limit recourse against the Borrower or Kimco or any other Person. The obligations of any provision thereofKimco under this guarantee shall extend to all Guaranteed Obligations without limitation of amount, by any default, failure and Kimco agrees that it shall be obligated to honor its guarantee hereunder whether or delay, willful or otherwise, in the performance of the Obligations, by any release of not any other Guarantor pursuant (i) has been called to Section 1410 honor its Guarantee, (ii) has failed to honor its guarantee in whole or by any other act or omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the payment in full in cash of all the Obligations); provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of such Securitypart, or increase the interest rate thereon, change (iii) has been released for any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity of any payment thereon, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Section 502 of this Indenturereason whatsoever from its obligations under its guarantee.

No Discharge or Diminishment of Guarantee. Subject to Section 1410610, the obligations of each of the Guarantors hereunder shall be absolute and unconditional and not be subject to any reduction, limitation, termination, impairment or for any reason (other than the payment in full in cash of the Obligations), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the SecuritiesNotes, this Indenture or the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each of the Guarantors hereunder shall not be discharged or impaired or otherwise affected by the failure of the Trustee or any Holder of the Notes to assert any claim or demand or to enforce any remedy under this Indenture or any Securitythe Notes, any other guarantee or any other agreement, by any waiver, modification or indulgence of any provision thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, by any release of any other Guarantor pursuant to Section 1410 610 or by any other act or omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the payment in full in cash of all the Obligations); provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of such Securitythe Notes, or increase the interest rate thereon, change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity of any payment thereon, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Section 502 of this Indenture.

No Discharge or Diminishment of Guarantee. Subject to Section 1410, the The obligations of each of the Guarantors Subsidiary Guarantor hereunder shall be absolute and unconditional and not be subject to any reduction, limitation, termination, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Obligations), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Securities, this Indenture or the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each of the Guarantors Subsidiary Guarantor hereunder shall not be discharged or impaired or otherwise affected by the failure of the Trustee Administrative Agent or any Holder of the Notes Lender to assert any claim or demand or to enforce any remedy under this Indenture or any Securitythe Credit Agreement, any other guarantee Loan Document or any other agreement, by any waiver, waiver or modification or indulgence of any provision of any thereof, by any default, failure or delay, willful wilful or otherwise, in the performance of the Obligations, by any release of any other Guarantor pursuant to Section 1410 or by any other act or omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any Subsidiary Guarantor or that would otherwise operate as a discharge of any Subsidiary Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations); provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent . Each of the Guarantors, increase Subsidiary Guarantors authorizes the principal amount of such Security, or increase Administrative Agent to (a) take and hold security for the interest rate thereon, change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity of any payment thereon, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Section 502 of this IndentureGuarantee and the Obligations and exchange, enforce, waive and release any such security, (b) apply such security and direct the order or manner of sale thereof as it in its sole discretion may determine and (c) release or substitute any one or more endorsees, other guarantors or other obligors.

No Discharge or Diminishment of Guarantee. Subject to Section 1410, the The obligations of each of the Guarantors hereunder Kimco under this guarantee shall be absolute and unconditional and not be subject to any reduction, limitation, termination, impairment or termination for any reason (other than the payment in full in cash of the Guaranteed Obligations), including any claim of waiver, release, surrender, amendment, modification, alteration or compromise of any of the ObligationsGuaranteed Obligations or of any collateral security or guarantee or other accommodation in respect thereof, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Securities, Guaranteed Obligations or any Loan Document or any provision thereof (or of this Indenture Agreement or the Obligations any provision hereof) or otherwise. Without limiting the generality of the foregoing, the obligations of each of the Guarantors hereunder Kimco under this guarantee shall not be discharged or impaired or otherwise affected by the failure any change of location, form or jurisdiction of any Subsidiary Borrower or any other Person, any merger, consolidation or amalgamation of any Subsidiary Borrower or any other Person into or with any other Person, any sale, lease or transfer of any of the Trustee assets of any Subsidiary Borrower or any Holder of the Notes other Person to assert any claim or demand or to enforce any remedy under this Indenture or any Securityother Person, any other guarantee change of form, structure, or status under any law in respect of any Subsidiary Borrower or any other agreementPerson, by or any waiverother occurrence, modification circumstance, happening or indulgence event whatsoever, whether similar or dissimilar to the foregoing, whether foreseen or unforeseen, that might otherwise constitute a legal or equitable defense, release, exoneration, or discharge or that might otherwise limit recourse against any Subsidiary Borrower or Kimco or any other Person. The obligations of any provision thereofKimco under this guarantee shall extend to all Guaranteed Obligations without limitation of amount, by any default, failure and Kimco agrees that it shall be obligated to honor its guarantee hereunder whether or delay, willful or otherwise, in the performance of the Obligations, by any release of not any other Guarantor pursuant (i) has been called to Section 1410 honor its guarantee (ii) has failed to honor its guarantee in whole or by any other act or omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the payment in full in cash of all the Obligations); provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of such Securitypart, or increase the interest rate thereon, change (iii) has been released for any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity of any payment thereon, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Section 502 of this Indenturereason whatsoever from its obligations under its guarantee.

No Discharge or Diminishment of Guarantee. Subject to Section 1410, the The obligations of each of the Guarantors Guarantor hereunder shall be absolute and unconditional and not be subject to any reduction, limitation, termination, impairment or termination for any reason (other than the performance or payment in full, or collateralization in full in cash a manner reasonably satisfactory to the Agent, of all of the Obligations), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Securities, this Indenture or the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each of the Guarantors Guarantor hereunder shall not be discharged or impaired or otherwise affected by the failure of the Trustee Agent or any Holder of the Notes other Secured Party to assert any claim or demand or to enforce any remedy under this Indenture or any Securitythe Credit Agreement, any other guarantee Loan Document, any Secured Hedging Agreement, any Bank Product Obligation Agreement or any other agreement, by any waiver, waiver or modification or indulgence of any provision of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, by or the failure to perfect any security interest in, or the release of the security held by or on behalf of the Collateral Agent or any other Guarantor pursuant to Section 1410 Secured Party, or by any other act or omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any Guarantor or that would otherwise operate as a discharge of any each Guarantor as a matter of law or equity (other than the performance or payment in full or collateralization in cash full in a manner reasonably satisfactory to the Agent of all the Obligations); provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of such Security, or increase the interest rate thereon, change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity of any payment thereon, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Section 502 of this Indenture.

No Discharge or Diminishment of Guarantee. Subject to Section 1410To the fullest extent permitted by applicable law and except as otherwise expressly provided in this Agreement, the obligations Secured Obligations of each of the Guarantors Domestic Loan Party hereunder shall be absolute and unconditional and not be subject to any reduction, limitation, termination, impairment or termination for any reason (other than the payment in full in cash of the ObligationsSecured Obligations (other than contingent indemnity obligations with respect to then unasserted claims)), including any claim of waiver, release, surrender, alteration or compromise of any of the Secured Obligations, and shall not be subject to any defense (other than a defense of payment) or setoff, counterclaim, recoupment or termination whatsoever by reason 193 of the invalidity, illegality or unenforceability of the Securities, this Indenture or the Secured Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each of Domestic Loan Party hereunder shall, to the Guarantors hereunder shall fullest extent permitted by applicable law, not be discharged or impaired or otherwise affected by the failure of the Trustee Administrative Agent or any Holder of the Notes other Secured Party to assert any claim or demand or to enforce any remedy under this Indenture or any Securitythe Credit Agreement, any other Loan Document, any guarantee or any other agreementagreement or instrument, by any waiveramendment, waiver or modification or indulgence of any provision thereofof the Credit Agreement or any other Loan Document or other agreement or instrument, by any default, failure or delay, willful or otherwise, in the performance of the Secured Obligations, by any release of any other Guarantor pursuant to Section 1410 or by any other act or act, omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any Guarantor Domestic Loan Party or that would otherwise operate as a discharge of any Guarantor Domestic Loan Party as a matter of law or equity (other than the payment in full in cash of all the ObligationsSecured Obligations (other than contingent indemnity obligations with respect to then unasserted claims); provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of such Security, or increase the interest rate thereon, change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity which would impair or eliminate any right of any Domestic Loan Party to subrogation. If at any time any payment thereon, of a Secured Obligation is rescinded or increase must be otherwise restored or returned upon the principal amount insolvency or receivership of any Original Issue Discount Security that would Borrower or otherwise, the Guarantees shall be reinstated with respect thereto as though such payment had been due and payable upon a declaration of acceleration or the maturity thereof pursuant to Section 502 of this Indenturebut not made at such time.

No Discharge or Diminishment of Guarantee. Subject to Section 1410Except for termination of a Guarantor’s obligations as expressly provided in Article 9, the obligations of each of the Guarantors Guarantor hereunder shall be absolute and unconditional and not be subject to any reduction, limitation, termination, impairment or termination for any reason (other than the payment in full in cash of the Obligations)reason, including any claim of waiver, release, surrender, alteration or compromise of any of the Guaranteed Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Securities, this Indenture or the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, except for the termination or release of its obligations hereunder as expressly provided in Article 9, the obligations of each of the Guarantors Guarantor hereunder shall not be discharged or impaired or otherwise affected by (a) the failure of the Trustee Administrative Agent or any Holder of the Notes other Guaranteed Party to assert any claim or demand or to enforce any right or remedy under this Indenture the provisions of any Loan Document or otherwise, (b) any rescission, waiver, amendment or modification of, or any Securityrelease from any of the terms or provisions of, any other guarantee Loan Document or any other agreement, including with respect to any other Guarantor under this Guarantee Agreement, (c) the release of, or any impairment of or failure to perfect any Lien on or security interest in, any security held by the Administrative Agent or any waiverother Guaranteed Party for the Guaranteed Obligations or any of them, modification or indulgence of any provision thereof, by (d) any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations, by any release of any other Guarantor pursuant to Section 1410 or by (e) any other act or omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations); provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the GuarantorsGuaranteed Obligations (other than unasserted contingent indemnification and unasserted expense reimbursement obligations in each case not yet due and payable). Each Guarantor expressly authorizes the Administrative Agent to take and hold security for the payment and performance of the Guaranteed Obligations, increase to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the principal amount of such Security, or increase the interest rate thereon, change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity order and manner of any payment thereonsale thereof in its sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Guaranteed Obligations, or increase in accordance with the principal amount Security Agreement and the other Loan Documents and all without affecting the obligations of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Section 502 of this IndentureGuarantor hereunder.

No Discharge or Diminishment of Guarantee. Subject to Section 1410Except as contemplated by Sections 1(b) and 11 hereof, the obligations of each of the Guarantors Subsidiary Guarantor hereunder shall be absolute and unconditional and not be subject to any reduction, limitation, termination, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Second Priority Debt Obligations), including any claim of waiver, release, surrender, alteration or compromise of any of the Second Priority Debt Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Securities, this Indenture or the Second Priority Debt Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each of the Guarantors Subsidiary Guarantor hereunder shall not be discharged or impaired or otherwise affected by the failure of the Second Priority Collateral Trustee or any Holder of the Notes other Second Priority Debt Party to assert any claim or demand or to enforce any remedy under this Indenture or any Security, any other guarantee the Second Priority Debt Documents or any other agreement, by any waiver, waiver or modification or indulgence of any provision of any thereof, by any default, failure or delay, willful wilful or otherwise, in the performance of the Second Priority Debt Obligations, by any release of any other Guarantor pursuant to Section 1410 or by any other act or omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any Subsidiary Guarantor or that would otherwise operate as a discharge of any each Subsidiary Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Second Priority Debt Obligations); provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of such Security, or increase the interest rate thereon, change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity of any payment thereon, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Section 502 of this Indenture.

No Discharge or Diminishment of Guarantee. Subject to Section 1410, the The obligations of each of the Guarantors hereunder Kimco under this guarantee shall be absolute and unconditional and not be subject to any reduction, limitation, termination, impairment or termination for any reason (other than the payment in full in cash and the relevant currency of the Guaranteed Obligations), including any claim of waiver, release, surrender, amendment, modification, alteration or compromise of any of the ObligationsGuaranteed Obligations or of any collateral security or guarantee or other accommodation in respect thereof, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Securities, Guaranteed Obligations or any Loan Document or any provision thereof (or of this Indenture Agreement or the Obligations any provision hereof) or otherwise. Without limiting the generality of the foregoing, the obligations of each of the Guarantors hereunder Kimco under this guarantee shall not be discharged or impaired or otherwise affected by the failure any change of location, form or jurisdiction of any Borrower or any other Person, any merger, consolidation or amalgamation of any Borrower or any other Person into or with any other Person, any sale, lease or transfer of any of the Trustee assets of any Borrower or any Holder of the Notes other Person to assert any claim or demand or to enforce any remedy under this Indenture or any Securityother Person, any other guarantee change of form, structure, or status under any law in respect of any Borrower or any other agreementPerson, by or any waiverother occurrence, modification circumstance, happening or indulgence event whatsoever, whether similar or dissimilar to the foregoing, whether foreseen or unforeseen, that might otherwise constitute a legal or equitable defense, release, exoneration, or discharge or that might otherwise limit recourse against any Borrower or Kimco or any other Person. The obligations of any provision thereofKimco under this guarantee shall extend to all Guaranteed Obligations without limitation of amount, by any default, failure and Kimco agrees that it shall be obligated to honor its guarantee hereunder whether or delay, willful or otherwise, in the performance of the Obligations, by any release of not any other Guarantor pursuant (i) has been called to Section 1410 honor its guarantee (ii) has failed to honor its guarantee in whole or by any other act or omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the payment in full in cash of all the Obligations); provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of such Securitypart, or increase the interest rate thereon, change (iii) has been released for any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity of any payment thereon, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Section 502 of this Indenturereason whatsoever from its obligations under its guarantee.

No Discharge or Diminishment of Guarantee. Subject to Section 1410, the The obligations of each of the Guarantors Guarantor hereunder shall be absolute and unconditional and not be subject to any reduction, limitation, termination, impairment or termination for any reason (other than the payment in full in cash of the Guarantied Obligations), including any claim of waiver, release, surrender, alteration or compromise of any of the Guarantied Obligations, and shall not be subject to any defense or setoff, counterclaimcounterclaim (other than a defense of payment in full in cash or performance), recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Securities, this Indenture or the Guarantied Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each of the Guarantors Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Trustee Administrative Agent or any Holder of the Notes Guarantied Party to assert any claim or demand or to enforce any remedy under this Indenture or any Security, any other guarantee the Credit Agreement or any other agreementLoan Document, by (ii) any waiverextensions, modification compromise, refinancing, consolidation or indulgence renewals of any provision thereofGuarantied Obligation, by (iii) any change in the time, place or manner of payment of any of the Guarantied Obligations or any rescissions, waivers, compromise, refinancing, consolidation or other amendments or modifications of any of the terms or provisions of the Credit Agreement or the other Loan Documents or any other agreement evidencing, securing or otherwise executed in connection with any of the Guarantied Obligations, (iv) any default, failure or delay, willful or otherwise, in the performance of the Guarantied Obligations, by any (v) the addition, substitution or release of any entity or other Guarantor pursuant Person primarily or secondarily liable for any Guarantied Obligation, (vi) the adequacy of any rights which the Administrative Agent or any Secured Creditor may have against any collateral security or other means of obtaining repayment of any of the Guarantied Obligations, (vii) the impairment of any collateral securing any of the Guarantied Obligations, including without limitation the failure to Section 1410 perfect or preserve any rights which the Administrative Agent or any Secured Creditor might have in such collateral security or the substitution, exchange, surrender, release, loss or destruction of any such collateral security, or (viii) to the maximum extent permitted by applicable law, any other act or omission or delay to do any other act that may or might in any manner or to any the extent vary the risk of any Guarantor or that would otherwise operate as a discharge of any each Guarantor as a matter of law or equity (other than the payment in full in cash of all the Guarantied Obligations); provided. To the fullest extent permitted by law, howevereach Guarantor hereby expressly waives any and all rights or defenses arising by reason of (A) any “one action” or “anti-deficiency” law, that notwithstanding which would otherwise prevent the foregoingAdministrative Agent or any Secured Creditor from bringing any action, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of such Securityincluding any claim for a deficiency, or increase the interest rate thereon, change exercising any redemption provisions thereof other right or remedy (including any change to increase any premium payable upon redemption thereof) right of set-off), against such Guarantor before or change after the Stated Maturity Administrative Agent’s or such Secured Creditor’s commencement or completion of any payment thereonforeclosure action, whether judicially, by exercise of power of sale or otherwise, or increase (B) any other law which in any other way would otherwise require any election of remedies by the principal amount of Administrative Agent or any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Section 502 of this IndentureSecured Creditor.

No Discharge or Diminishment of Guarantee. Subject to Section 1410, the The obligations of each of the Guarantors Guarantor hereunder shall be absolute and unconditional and not be subject to any reduction, limitation, termination, impairment or termination for any reason (other than the payment in full in cash of the Guaranteed Obligations), including any claim of waiver, release, surrender, amendment, modification, alteration or compromise of any of the ObligationsGuaranteed Obligations or of any collateral security or guarantee or other accommodation in respect thereof, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Securities, Guaranteed Obligations or any Loan Document or any provision thereof (or of this Indenture Agreement or the Obligations any provision hereof) or otherwise. Without limiting the generality of the foregoing, the obligations of each of the Guarantors Guarantor hereunder shall not be discharged or impaired or otherwise affected by the failure any change of location, form or jurisdiction of any Applicant or any other Person, any merger, consolidation, or amalgamation of any Applicant or any other Person into or with any other Person, any sale, lease or transfer of any of the Trustee assets of any Applicant or any Holder of the Notes other Person to assert any claim or demand or to enforce any remedy under this Indenture or any Securityother Person, any other guarantee change of form, structure, or status under any law in respect of any Applicant or any other agreementPerson, by any waiver, modification or indulgence of any provision thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, by any release of any other Guarantor pursuant occurrence, circumstance, happening or event whatsoever, whether similar or dissimilar to Section 1410 or by any other act or omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the payment in full in cash of all the Obligations); provided, however, that notwithstanding the foregoing, no whether foreseen or unforeseen, that might otherwise constitute a legal or equitable defense, release, exoneration, or discharge or that might otherwise limit recourse against any Applicant, such waiver, modification Guarantor or indulgence shall, without the consent any other Person. The obligations of each Guarantor hereunder shall extend to all Obligations of the GuarantorsApplicants without limitation of amount, increase and each Guarantor agrees that it shall be obligated to honor its guarantee hereunder whether or not any other guarantor or any Person that has provided any collateral or that is the principal amount obligor in respect of any obligation that constitutes collateral for any Obligations of any Applicant (i) has been called to honor its guarantee or provide such Securitycollateral or honor any such obligation or, (ii) having been so called has failed to do so in whole or in part, or increase the interest rate thereon, change (iii) has been released for any redemption provisions thereof (including reason whatsoever from any change to increase any premium payable upon redemption thereof) or change the Stated Maturity of any payment thereon, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Section 502 of this Indenturesuch obligation.

No Discharge or Diminishment of Guarantee. Subject to Section 1410, the The obligations of each of the Guarantors Subsidiary Guarantor hereunder shall be absolute and unconditional and not be subject to any reduction, limitation, termination, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Guaranteed Obligations), including any claim of waiver, release, surrender, alteration or compromise of any of the Guaranteed Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Securities, this Indenture or the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each of the Guarantors Subsidiary Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Trustee Collateral Agent or any Holder of the Notes other Secured Party to assert any claim or demand or to enforce any right or remedy under this Indenture or any Securitythe Existing Credit Agreement, the New Credit Agreement, any other guarantee Loan Document, any Guarantee or any other agreement or instrument; (ii) any recission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement, by including with respect to any waiver, modification or indulgence other Subsidiary Guarantor under this Agreement; (iii) the release of any provision thereof, security held by the Collateral Agent or any other Secured Party for the Guaranteed Obligations or any of them; (iv) by any default, failure or delay, willful wilful or otherwise, in the performance of the Guaranteed Obligations, by any release of any other Guarantor pursuant to Section 1410 ; or (v) by any other act or act, omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any Subsidiary Guarantor or that would otherwise operate as a discharge of any Subsidiary Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Guaranteed Obligations); provided, however, that notwithstanding the foregoing, no such waiver, modification ) or indulgence shall, without the consent of the Guarantors, increase the principal amount which would impair or eliminate any right of such Security, or increase the interest rate thereon, change any redemption provisions thereof (including any change Subsidiary Guarantor to increase any premium payable upon redemption thereof) or change the Stated Maturity of any payment thereon, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Section 502 of this Indenturesubrogation.

No Discharge or Diminishment of Guarantee. Subject to Section 1410To the fullest extent permitted by applicable law and except as otherwise expressly provided in this Agreement, the obligations Facility Obligations of each of the Guarantors Guarantor hereunder shall be absolute and unconditional and not be subject to any reduction, limitation, termination, impairment or termination for any reason (other than the payment in full in cash of the ObligationsFacility Obligations (other than contingent indemnity obligations with respect to then unasserted claims)), including any claim of waiver, release, surrender, alteration or compromise of any of the Facility Obligations, and shall not be subject to any defense (other than a defense of payment) or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Securities, this Indenture or the Facility Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each of Guarantor hereunder shall, to the Guarantors hereunder shall fullest extent permitted by applicable law, not be discharged or impaired or otherwise affected by the failure of the Trustee Administrative Agent or any Holder of the Notes other Secured Party to assert any claim or demand or to enforce any remedy under this Indenture or any SecurityAgreement, any other Loan Document, any guarantee or any other agreementagreement or instrument, by any waiveramendment, waiver or modification or indulgence of any provision thereofof this Agreement or any other Loan Document or other agreement or instrument, by any default, failure or delay, willful or otherwise, in the performance of the Facility Obligations, by any release of any other Guarantor pursuant to Section 1410 or by any other act or act, omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the payment in full in cash of all the ObligationsFacility Obligations (other than contingent indemnity obligations with respect to then unasserted claims); provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of such Security, or increase the interest rate thereon, change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity which would impair or eliminate any right of any payment thereon, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant Guarantor to Section 502 of this Indenturesubrogation.

No Discharge or Diminishment of Guarantee. Subject to Section 1410, the The obligations of each of the Guarantors Subsidiary Guarantor hereunder shall be absolute and unconditional and not be subject to any reduction, limitation, termination, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Obligations), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations, and shall not be subject to any defense (other than a defense of payment) or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Securities, this Indenture or the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each of the Guarantors Subsidiary Guarantor hereunder shall not be discharged or impaired or otherwise affected by the failure of the Trustee U.S. Collateral Agent or any Holder of the Notes other Secured Party to assert any claim or demand or to enforce any remedy under this Indenture or any Securitythe Credit Agreement, any other guarantee Loan Document or any other agreement, by any waiver, waiver or modification or indulgence of any provision thereof, by any default, failure or delay, willful wilful or otherwise, in the performance of the Obligations, by any release of any other Guarantor pursuant to Section 1410 or by any other act or omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any Subsidiary Guarantor or that would otherwise operate as a discharge of any each Subsidiary Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations); provided. Notwithstanding anything contained herein to the contrary, howeverit is the intention of each Subsidiary Guarantor, the U.S. Collateral Agent and the other Secured Parties that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent amount of the GuarantorsObligations guaranteed by each Subsidiary Guarantor shall be in, increase but not in excess of, the principal maximum amount permitted by fraudulent conveyance, fraudulent transfer and other similar law, rule or regulation of any Governmental Authority applicable to such Subsidiary Guarantor. Accordingly, notwithstanding anything to the contrary contained in this Agreement or in any other agreement or instrument executed in connection with the payment of any of the Obligations, the amount of the Obligations guaranteed by each Subsidiary Guarantor under this Agreement shall be limited to an aggregate amount equal to the largest amount that would not render such Security, Subsidiary Guarantor’s obligations hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or increase the interest rate thereon, change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity comparable provision of any payment thereonother applicable Insolvency Law or other law, rule or increase the principal amount regulation of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Section 502 of this IndentureGovernmental Authority.

No Discharge or Diminishment of Guarantee. Subject to Section 1410Except for termination of a Guarantor’s obligations as expressly provided in this Article 9, the obligations of each of the Guarantors Guarantor hereunder shall be absolute and unconditional and not be subject to any reduction, limitation, termination, impairment or termination for any reason (other than the payment in full in cash of the Obligations)reason, including any claim of waiver, release, surrender, alteration or compromise of any of the Secured Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Securities, this Indenture or the Secured Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each of the Guarantors Guarantor hereunder shall not be discharged or impaired or otherwise affected by (a) the failure of the Trustee or any Holder of the Notes Lender to assert any claim or demand or to enforce any right or remedy under this Indenture the provisions of any Loan Document or otherwise, (b) any rescission, waiver, amendment or modification of, or any Securityrelease from any of the terms or provisions of, any other guarantee Loan Document or any other agreement, including with respect to any other Guarantor under this Credit Agreement, (c) the release of, or any impairment of or failure to perfect any Lien on or security interest in, any security held by the Lender for the Secured Obligations or any waiverof them, modification or indulgence of any provision thereof, by (d) any default, failure or delay, willful or otherwise, in the performance of the Secured Obligations, by any release of any other Guarantor pursuant to Section 1410 or by (e) any other act or omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the payment in full in cash of all the Obligations); provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the GuarantorsSecured Obligations (other than unasserted contingent indemnification and unasserted expense reimbursement obligations in each case not yet due and payable). Each Guarantor expressly authorizes the Lender to take and hold security for the payment and performance of the Secured Obligations, increase to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the principal amount of such Security, or increase the interest rate thereon, change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity order and manner of any payment thereonsale thereof in its sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Secured Obligations, or increase all without affecting the principal amount obligations of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Section 502 of this IndentureGuarantor hereunder.

No Discharge or Diminishment of Guarantee. Subject to Section 1410(a) Except as otherwise provided for herein, the obligations of each of the Guarantors Guarantor hereunder shall be are unconditional and absolute and unconditional and not be subject to any reduction, limitation, termination, impairment or termination for any reason (other than the payment in full in cash of the Guaranteed Obligations), including including: (i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration alteration, or compromise of any of the Guaranteed Obligations, by operation of law or otherwise; (ii) any judgment against the Guarantor; (iii) any change in the name, share capital, corporate or company existence, structure or ownership of the Obligated Parties, any Guarantor or any other guarantor of or other Person liable for any of the Guaranteed Obligations; (iv) any voluntary or involuntary liquidation, dissolution, winding-up, merger or amalgamation of the Issuer, the Guarantor or any other Obligated Party, by any sale or other disposition of all or substantially all of the assets of the Issuer, the Guarantor or such other Obligated Party, or by any judicial or extra-judicial receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, moratorium, arrangement, composition with creditors or other proceedings affecting the Issuer, the Guarantor or any other Obligated Party; (v) the existence of any claim, setoff or other rights which any Guarantor may have at any time against any Obligated Party, any Guaranteed Party, or any other Person, whether in connection herewith or in any unrelated transactions or (vi) to the fullest extent permitted by applicable law, any other circumstances which might otherwise constitute a defence available to, or a discharge of, any other Obligated Party in respect of the Guaranteed Obligations or of a Guarantor in respect of its guarantee it being the intent of the Guarantors that liability to the Guaranteed Parties under this Guarantee shall be absolute and unconditional under any and all circumstances and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever discharged except by reason of the invalidity, illegality or unenforceability of the Securities, this Indenture or the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each of the Guarantors hereunder shall not be discharged or impaired or otherwise affected by the failure of the Trustee or any Holder of the Notes to assert any claim or demand or to enforce any remedy under this Indenture or any Security, any other guarantee or any other agreement, by any waiver, modification or indulgence of any provision thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, by any release of any other Guarantor pursuant to Section 1410 or by any other act or omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the payment in full in cash of all the Guaranteed Obligations); provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of such Security, or increase the interest rate thereon, change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity of any payment thereon, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Section 502 of this Indenture.

No Discharge or Diminishment of Guarantee. Subject to Section 1410, the The obligations of each of the Guarantors Guarantor hereunder shall be absolute and unconditional and not be subject to any reduction, limitation, termination, impairment or termination for any reason (other than the payment in full in cash of the Guarantied Obligations), including any claim of waiver, release, surrender, alteration or compromise of any of the Guarantied Obligations, and shall not be subject to any defense or setoff, counterclaimcounterclaim (other than a defense of payment in full in cash or performance), recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Securities, this Indenture or the Guarantied Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each of the Guarantors Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Trustee Administrative Agent or any Holder of the Notes Guarantied Party to assert any claim or demand or to enforce any remedy under this Indenture or any Security, any other guarantee the Credit Agreement or any other agreementLoan Document, by (ii) any waiverextensions, modification compromise, refinancing, consolidation or indulgence renewals of any provision thereofGuarantied Obligation, by (iii) any change in the time, place or manner of payment of any of the Guarantied Obligations or any rescissions, waivers, compromise, refinancing, consolidation or other amendments or modifications of any of the terms or provisions of the Credit Agreement or the other Loan Documents or any other agreement evidencing, securing or otherwise executed in connection with any of the Guarantied Obligations, (iv) any default, failure or delay, willful or otherwise, in the performance of the Guarantied Obligations, by any (v) the addition, substitution or release of any entity or other Guarantor pursuant Person primarily or secondarily liable for any Guarantied Obligation, (vi) the adequacy of any rights which the Administrative Agent or any Secured Creditor may have against any collateral security or other means of obtaining repayment of any of the Guarantied Obligations, (vii) the impairment of any collateral securing any of the Guarantied Obligations, including without limitation the failure to Section 1410 perfect or preserve any rights which the Administrative Agent or any Secured Creditor might have in such collateral security or the substitution, exchange, surrender, release, loss or destruction of any such collateral security, or (viii) to the maximum extent permitted by applicable law, any other act or omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the payment in full in cash of all the Guarantied Obligations); provided. To the fullest extent permitted by law, howevereach Guarantor hereby expressly waives any and all rights or defenses arising by reason of (A) any “one action” or “anti-deficiency” law, that notwithstanding which would otherwise prevent the foregoingAdministrative Agent or any Secured Creditor from bringing any action, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of such Securityincluding any claim for a deficiency, or increase the interest rate thereon, change exercising any redemption provisions thereof other right or remedy (including any change to increase any premium payable upon redemption thereof) right of set-off), against such Guarantor before or change after the Stated Maturity Administrative Agent's or such Secured Creditor's commencement or completion of any payment thereonforeclosure action, whether judicially, by exercise of power of sale or otherwise, or increase (B) any other law which in any other way would otherwise require any election of remedies by the principal amount of Administrative Agent or any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Section 502 of this IndentureSecured Creditor.

No Discharge or Diminishment of Guarantee. Subject to Section 1410, the The obligations of each of the Guarantors Guarantor hereunder shall be absolute and unconditional and not be subject to any reduction, limitation, termination, impairment or termination for any reason (other than the payment in full in cash of the Guarantied Obligations), including any claim of waiver, release, surrender, alteration or compromise of any of the Guarantied Obligations, and shall not be subject to any defense or setoff, counterclaimcounterclaim (other than a defense of payment in full in cash or performance), recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Securities, this Indenture or the Guarantied Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each of the Guarantors Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Trustee Administrative Agent or any Holder of the Notes Guarantied Party to assert any claim or demand or to enforce any remedy under this Indenture or any Security, any other guarantee the Credit Agreement or any other agreementLoan Document, by (ii) any waiverextensions, modification compromise, refinancing, consolidation or indulgence renewals of any provision thereofGuarantied Obligation, by (iii) any change in the time, place or manner of payment of any of the Guarantied Obligations or any rescissions, waivers, compromise, refinancing, consolidation or other amendments or modifications of any of the terms or provisions of the Credit Agreement or the other Loan Documents or any other agreement evidencing, securing or otherwise executed in connection with any of the Guarantied Obligations, (iv) any default, failure or delay, willful or otherwise, in the performance of the Guarantied Obligations, by any (v) the addition, substitution or release of any entity or other Guarantor pursuant Person primarily or secondarily liable for any Guarantied Obligation, (vi) the adequacy of any rights which the Administrative Agent or any Secured Creditor may have against any collateral security or other means of obtaining repayment of any of the Guarantied Obligations, (vii) the impairment of any collateral securing any of the Guarantied Obligations, including without limitation the failure to Section 1410 perfect or preserve any rights which the Administrative Agent or any Secured Creditor might have in such collateral security or the substitution, exchange, surrender, release, loss or destruction of any such collateral security, or (viii ) to the maximum extent permitted by applicable law, any other act or omission or delay to do any other act that may or might in any manner or to any the extent vary the risk of any Guarantor or that would otherwise operate as a discharge of any each Guarantor as a matter of law or equity (other than the payment in full in cash of all the Guarantied Obligations); provided. To the fullest extent permitted by law, howevereach Guarantor hereby expressly waives any and all rights or defenses arising by reason of (A) any “one action” or “anti-deficiency” law, that notwithstanding which would otherwise prevent the foregoingAdministrative Agent or any Secured Creditor from bringing any action, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of such Securityincluding any claim for a deficiency, or increase the interest rate thereon, change exercising any redemption provisions thereof other right or remedy (including any change to increase any premium payable upon redemption thereof) right of set-off), against such Guarantor before or change after the Stated Maturity Administrative Agent’s or such Secured Creditor’s commencement or completion of any payment thereonforeclosure action, whether judicially, by exercise of power of sale or otherwise, or increase (B) any other law which in any other way would otherwise require any election of remedies by the principal amount of Administrative Agent or any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Section 502 of this IndentureSecured Creditor.

No Discharge or Diminishment of Guarantee. Subject to Section 1410Except for termination of a Guarantor’s obligations as expressly provided in Article 9, the obligations of each of the Guarantors Guarantor hereunder shall be absolute and unconditional and not be subject to any reduction, limitation, termination, impairment or termination for any reason (other than the payment in full in cash of the Obligations)reason, including any claim of waiver, release, surrender, alteration or compromise of any of the Guaranteed Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Securities, this Indenture or the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each of the Guarantors Guarantor hereunder shall not be discharged or impaired or otherwise affected by (a) the failure of the Trustee Administrative Agent or any Holder of the Notes other Guaranteed Party to assert any claim or demand or to enforce any right or remedy under this Indenture the provisions of any Loan Document or otherwise, (b) any rescission, waiver, amendment or modification of, or any Securityrelease from any of the terms or provisions of, any other guarantee Loan Document or any other agreement, including with respect to any other Guarantor under this Guarantee Agreement, (c) the release of, or any impairment of or failure to perfect any Lien on or security interest in, any security held by the Administrative Agent or any waiverother Guaranteed Party for the Guaranteed Obligations or any of them, modification or indulgence of any provision thereof, by (d) any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations, by any release of any other Guarantor pursuant to Section 1410 or by (e) any other act or omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations); provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the GuarantorsGuaranteed Obligations (other than unasserted contingent indemnification and unasserted expense reimbursement obligations in each case not yet due and payable). Each Guarantor expressly authorizes the Administrative Agent to take and hold security for the payment and performance of the Guaranteed Obligations, increase to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the principal amount of such Security, or increase the interest rate thereon, change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity order and manner of any payment thereonsale thereof in its sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Guaranteed Obligations, or increase all without affecting the principal amount obligations of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Section 502 of this IndentureGuarantor hereunder.

No Discharge or Diminishment of Guarantee. Subject to Section 1410, the The obligations of each of the Guarantors Guarantor hereunder shall be absolute and unconditional and not be subject to any reduction, limitation, termination, impairment or termination for any reason (other than the payment in full in cash of the ObligationsGuaranteed Obligations (other than contingent indemnification obligations)), including any claim of waiver, release, surrender, alteration or compromise of any of the Guaranteed Obligations, and shall not be subject to (to the extent permitted by applicable law) any defense (other than payment in full in cash of the Guaranteed Obligations (other than contingent indemnification obligations)) or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Securities, this Indenture or the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each of the Guarantors Guarantor hereunder shall not be discharged or impaired or otherwise affected by the failure of the Trustee Administrative Agent or any Holder of the Notes Lender to assert any claim or demand or to enforce any remedy under this Indenture or any Securitythe Bridge Credit Agreement, any other guarantee Loan Document or any other agreement, by any waiver, waiver or modification or indulgence of any provision of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations, by any release of any other Guarantor pursuant to Section 1410 or by any other act or omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any Guarantor or that would otherwise operate as a discharge of any each Guarantor as a matter of law or equity (other than the payment in full in cash of all the ObligationsGuaranteed Obligations (other than contingent indemnification obligations); provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of such Security, or increase the interest rate thereon, change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity of any payment thereon, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Section 502 of this Indenture).

No Discharge or Diminishment of Guarantee. Subject to Section 14101310, to the fullest extent permitted by applicable law, the obligations of each of the Guarantors hereunder shall be absolute and unconditional and not be subject to any reduction, limitation, termination, impairment or for any reason (other than the payment in full in cash of the Obligations), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Securities, this Indenture or the Obligations or otherwise. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the obligations of each of the Guarantors hereunder shall not be discharged or impaired or otherwise affected by the failure of the Trustee or any Holder of the Notes Securities to assert any claim or demand or to enforce any remedy under this Indenture or any Security, any other guarantee or any other agreement, by any waiver, modification or indulgence of any provision thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, by any release of any other Guarantor pursuant to Section 1410 1310 or by any other act or omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the payment in full in cash of all the Obligations); provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of such Security, or increase the interest rate thereon, change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity of any payment thereon, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Section 502 of this Indenture.

No Discharge or Diminishment of Guarantee. Subject to Section 141014.10, the obligations of each of the Guarantors hereunder shall be absolute and unconditional and not be subject to any reduction, limitation, termination, termination or impairment or for any reason (other than the payment in full in cash of the Obligations), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Securities, this Indenture or the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each of the Guarantors hereunder shall not be discharged or impaired or otherwise affected by the failure of the Trustee or any Holder of the Notes Securities to assert any claim or demand or to enforce any remedy under this Indenture or any Security, any other guarantee or any other agreement, by any waiver, modification or indulgence of any provision thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, by any release of any other Guarantor pursuant to Section 1410 14.10 or by any other act or omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the payment in full in cash of all the Obligations); provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of such Security, or increase the interest rate thereon, change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity of any payment thereon, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Section 502 5.02 of this Indenture.