Common use of Obligations Not Impaired Clause in Contracts

Obligations Not Impaired. (a) Guarantor agrees that its obligations hereunder shall not be released, diminished, impaired, reduced or affected by the occurrence of any one or more of the following events: (i) the death, disability or lack of corporate power of Borrower, Guarantor (except as provided in Paragraph 10 herein) or any other ------------ guarantor of all or any part of the Guaranteed Indebtedness, (ii) any receivership, insolvency, bankruptcy or other proceedings affecting Borrower, Guarantor or any other guarantor of all or any part of the Guaranteed Indebtedness, or any of their respective property; (iii) the partial or total release or discharge of Borrower or any other guarantor of all or any part of the Guaranteed Indebtedness, or any other person or entity from the performance of any obligation contained in any instrument or agreement evidencing, governing or securing all or any part of the Guaranteed Indebtedness, whether occurring by reason of law or otherwise; (iv) the taking or accepting of any collateral for all or any part of the Guaranteed Indebtedness or this Guaranty; (v) the taking or accepting of any other guaranty for all or any part of the Guaranteed Indebtedness; (vi) any failure by Lender to acquire, perfect or continue any lien or security interest on collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty; (vii) the impairment of any collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty; (viii) any failure by Lender to sell any collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty in a commercially reasonable manner or as otherwise required by law; (ix) any invalidity or unenforceability of or defect or deficiency in any of the Loan Documents; or (x) any other circumstance which might otherwise constitute a defense available to, or discharge of, Borrower or any other guarantor of all or any part of the Guaranteed Indebtedness.

Obligations Not Impaired. (a) Guarantor agrees that its obligations hereunder shall not be released, diminished, impaired, reduced or affected by the occurrence of any one or more of the following events: (i) the death, disability or lack of corporate power of Borrower, Guarantor (except as provided in Paragraph 10 herein) or any other ------------ guarantor of all or any part of the Guaranteed Indebtedness, (ii) any receivership, insolvency, bankruptcy or other proceedings affecting Borrower, Guarantor or any other guarantor of all or any part of the Guaranteed Indebtedness, or any of their respective property; (iii) the partial or total release or discharge of Borrower or any other guarantor of all or any part of the Guaranteed Indebtedness, or any other person or entity from the performance of any obligation contained in any instrument or agreement evidencing, governing or securing all or any part of the Guaranteed Indebtedness, whether occurring by reason of law or otherwise; (iv) the taking or accepting of any collateral for all or any part of the Guaranteed Indebtedness or this Guaranty; (v) the taking or accepting of any other guaranty for all or any part of the Guaranteed Indebtedness; (vi) any failure by Lender to acquire, perfect or continue any lien or security interest on collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty; (vii) the impairment of any collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty; (viii) any failure by Lender to sell any collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty in a commercially reasonable manner or as otherwise required by law; (ix) any invalidity or unenforceability of or defect or deficiency in any of the Loan Documents; or (x) any other circumstance which might otherwise constitute a defense available to, or discharge of, Borrower or any other guarantor of all or any part of the Guaranteed Indebtedness.

Obligations Not Impaired. (a) Guarantor agrees that its obligations hereunder shall not be released, diminished, impaired, reduced or affected by the occurrence of any one or more of the following events: (i) the death, disability or lack of corporate power of Borrower, Guarantor (except as provided in Paragraph 10 paragraph 8 herein) or any other ------------ guarantor of all or any part of the Guaranteed Indebtedness, (ii) any receivership, insolvency, bankruptcy or other proceedings affecting Borrower, Guarantor or any other guarantor of all or any part of the Guaranteed Indebtedness, or any of their respective property; (iii) the partial or total release or discharge of Borrower or any other guarantor of all or any part of the Guaranteed Indebtedness, or any other person or entity from the performance of any obligation contained in any instrument or agreement evidencing, governing or securing all or any part of the Guaranteed Indebtedness, whether occurring by reason of law or otherwise; (iv) the taking or accepting of any collateral for all or any part of the Guaranteed Indebtedness or this Guaranty; (v) the taking or accepting of any other guaranty for all or any part of the Guaranteed Indebtedness; (vi) any failure by Lender Xxxxxxxxx to acquire, perfect or continue any lien or security interest on collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty; (vii) the impairment of any collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty; (viii) any failure by Lender Xxxxxxxxx to sell any collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty in a commercially reasonable manner or as otherwise required by law; (ix) any invalidity or unenforceability of or defect or deficiency in any of the Loan Documents; or (x) any other circumstance which might otherwise constitute a defense available to, or discharge of, Borrower or any other guarantor of all or any part of the Guaranteed Indebtedness.

Obligations Not Impaired. (a) Guarantor agrees that its obligations hereunder shall not be released, diminished, impaired, reduced or affected by the occurrence of any one or more of the following events: (i) the death, disability or lack of corporate power of Borrower, Guarantor (except as provided in Paragraph 10 herein) or any other ------------ guarantor of all or any part of the Guaranteed Indebtedness, (ii) any receivership, insolvency, bankruptcy or other proceedings affecting Borrower, Guarantor or any other guarantor of all or any part of the Guaranteed Indebtedness, or any of their respective property; (iii) the partial or total release or discharge of Borrower or any other guarantor of all or any part of the Guaranteed Indebtedness, or any other person or entity from the performance of any obligation contained in any instrument or agreement evidencing, governing or securing all or any part of the Guaranteed Indebtedness, whether occurring by reason of law or otherwise; (iv) the taking or accepting of any collateral for all or any part of the Guaranteed Indebtedness or this Guaranty; (v) the taking or accepting of any other guaranty for all or any part of the Guaranteed Indebtedness; (vi) any failure by Lender Bank to acquire, perfect or continue any lien or security interest on collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty; (vii) the impairment of any collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty; (viii) any failure by Lender Bank to sell any collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty in a commercially reasonable manner or as otherwise required by law; (ix) any invalidity or unenforceability of or defect or deficiency in any of the Loan Documents; or (x) any other circumstance which might otherwise constitute a defense available to, or discharge of, Borrower or any other guarantor of all or any part of the Guaranteed Indebtedness.

Obligations Not Impaired. (a) Each Guarantor hereby agrees that its obligations hereunder under the Loan Documents shall not be released, discharged, diminished, impaired, reduced reduced, or affected for any reason or by the occurrence of any event, including, without limitation, one or more of the following events, whether or not with notice to or the consent of any Guarantor: (i) the death, disability or lack of corporate power of Borrower, Guarantor (except as provided in Paragraph 10 herein) or any other ------------ guarantor of all or any part of the Guaranteed Indebtedness, (ii) any receivership, insolvency, bankruptcy or other proceedings affecting Borrower, Guarantor or any other guarantor of all or any part of the Guaranteed Indebtedness, or any of their respective property; (iii) the partial or total release or discharge of Borrower or any other guarantor of all or any part of the Guaranteed Indebtedness, or any other person or entity from the performance of any obligation contained in any instrument or agreement evidencing, governing or securing all or any part of the Guaranteed Indebtedness, whether occurring by reason of law or otherwise; (iva) the taking or accepting of collateral as security for any collateral for or all or any part of the Guaranteed Indebtedness or this Guaranty; (v) the taking release, surrender, exchange, or accepting subordination of any other guaranty for collateral now or hereafter securing any or all or any part of the Guaranteed Indebtedness; (vib) any failure by Lender to acquirepartial release of the liability of any Guarantor hereunder, perfect or continue the full or partial release of any lien other guarantor from liability for any or security interest on collateral securing all of the Guaranteed Indebtedness; (c) any disability of a Borrower, or the dissolution, insolvency, or bankruptcy of any Borrower, any Guarantor, or any part other party at any time liable for the payment of any or all of the Guaranteed Indebtedness; (d) the addition of a Borrower in accordance with the Loan Documents or any other renewal, extension, modification, waiver, amendment, or rearrangement of any or all of the Guaranteed Indebtedness or this Guarantyany instrument, document, or agreement evidencing, securing, or otherwise relating to any or all of the Guaranteed Indebtedness; (viie) any adjustment, indulgence, forbearance, waiver, or compromise that may be granted or given by Administrative Agent or any other Credit Party to any Borrower, any Guarantor, or any other party ever liable for any or all of the Guaranteed Indebtedness; (f) any neglect, delay, omission, failure, or refusal of Administrative Agent or any other Credit Party to take or prosecute any action for the collection of any of the Guaranteed Indebtedness or to foreclose or take or prosecute any action in connection with any instrument, document, or agreement evidencing, securing, or otherwise relating to any or all of the Guaranteed Indebtedness; (g) the unenforceability or invalidity of any or all of the Guaranteed Indebtedness or of any instrument, document, or agreement evidencing, securing, or otherwise relating to any or all of the Guaranteed Indebtedness; (h) any payment by any Borrower or any other party to Administrative Agent or any other Credit Party is held to constitute a preference under applicable bankruptcy or insolvency law or if for any other reason Administrative Agent or any other Credit Party is required to refund any payment or pay the amount thereof to someone else; (i) the settlement or compromise of any of the Guaranteed Indebtedness; (j) the non-perfection of any security interest or lien securing any or all of the Guaranteed Indebtedness; (k) any impairment of any collateral securing any or all or any part of the Guaranteed Indebtedness or this GuarantyIndebtedness; (viiil) the failure of Administrative Agent or any failure by Lender other Credit Party to sell any collateral securing any or all or any part of the Guaranteed Indebtedness or this Guaranty in a commercially reasonable manner or as otherwise required by law; (ixm) any invalidity change in the corporate existence, structure, or unenforceability ownership of or defect or deficiency in any of the Loan DocumentsBorrower; or (xn) any other circumstance which might otherwise constitute a defense available to, or discharge of, any Borrower or any other guarantor of all or any part Guarantor (other than the Full Satisfaction of the Guaranteed IndebtednessObligations).

Obligations Not Impaired. (a) Each Guarantor hereby agrees that its obligations hereunder under the Loan Documents shall not be released, discharged, diminished, impaired, reduced reduced, or affected for any reason or by the occurrence of any event, including, without limitation, one or more of the following events, whether or not with notice to or the consent of any Guarantor: (i) the death, disability or lack of corporate power of Borrower, Guarantor (except as provided in Paragraph 10 herein) or any other ------------ guarantor of all or any part of the Guaranteed Indebtedness, (ii) any receivership, insolvency, bankruptcy or other proceedings affecting Borrower, Guarantor or any other guarantor of all or any part of the Guaranteed Indebtedness, or any of their respective property; (iii) the partial or total release or discharge of Borrower or any other guarantor of all or any part of the Guaranteed Indebtedness, or any other person or entity from the performance of any obligation contained in any instrument or agreement evidencing, governing or securing all or any part of the Guaranteed Indebtedness, whether occurring by reason of law or otherwise; (iva) the taking or accepting of collateral as security for any collateral for or all or any part of the Guaranteed Indebtedness or this Guaranty; (v) the taking release, surrender, exchange, or accepting subordination of any other guaranty for collateral now or hereafter securing any or all or any part of the Guaranteed Indebtedness; (vib) any failure by Lender to acquirepartial release of the liability of any Guarantor hereunder, perfect or continue the full or partial release of any lien other guarantor from liability for any or security interest on collateral securing all of the Guaranteed Indebtedness; (c) any disability of Borrower, or the dissolution, insolvency, or bankruptcy of Borrower, any Guarantor, or any part other party at any time liable for the payment of any or all of the Guaranteed Indebtedness; (d) any renewal, extension, modification, waiver, amendment, or rearrangement of any or all of the Guaranteed Indebtedness or this Guarantyany instrument, document, or agreement evidencing, securing, or otherwise relating to any or all of the Guaranteed Indebtedness; (viie) any adjustment, indulgence, forbearance, waiver, or compromise that may be granted or given by Administrative Agent or any other Lender Party to Borrower, any Guarantor, or any other party ever liable for any or all of the Guaranteed Indebtedness; (f) any neglect, delay, omission, failure, or refusal of Administrative Agent or any other Lender Party to take or prosecute any action for the collection of any of the Guaranteed Indebtedness or to foreclose or take or prosecute any action in connection with any instrument, document, or agreement evidencing, securing, or otherwise relating to any or all of the Guaranteed Indebtedness; (g) the unenforceability or invalidity of any or all of the Guaranteed Indebtedness or of any instrument, document, or agreement evidencing, securing, or otherwise relating to any or all of the Guaranteed Indebtedness; (h) any payment by Borrower or any other party to Administrative Agent or any other Lender Party is held to constitute a preference under applicable bankruptcy or insolvency law or if for any other reason Administrative Agent or any other Lender Party is required to refund any payment or pay the amount thereof to someone else; (i) the settlement or compromise of any of the Guaranteed Indebtedness; (j) the non-perfection of any security interest or lien securing any or all of the Guaranteed Indebtedness; (k) any impairment of any collateral securing any or all or any part of the Guaranteed Indebtedness or this GuarantyIndebtedness; (viiil) the failure of Administrative Agent or any failure by other Lender Party to sell any collateral securing any or all or any part of the Guaranteed Indebtedness or this Guaranty in a commercially reasonable manner or as otherwise required by law; (ixm) any invalidity change in the corporate existence, structure, or unenforceability ownership of or defect or deficiency in any of the Loan DocumentsBorrower; or (xn) any other circumstance which might otherwise constitute a defense available to, or discharge of, Borrower or any other guarantor of all or any part Guarantor (other than the Full Satisfaction of the Guaranteed IndebtednessObligations).

Obligations Not Impaired. (a) Guarantor agrees that its his obligations hereunder and under the other Loan Documents to which he is a party shall not be released, diminished, impaired, reduced or affected by the occurrence of any one or more of the following events: (i) the death, disability or lack of corporate power organizational authority of Borrower, Guarantor (except as provided in Paragraph 10 herein) or any other ------------ guarantor of all or any part of the Guaranteed Indebtedness, ; (ii) any receivership, insolvency, bankruptcy or other proceedings affecting Borrower, Guarantor Borrower or any other guarantor of all or any part of the Guaranteed Indebtedness, or any of their respective its property; (iii) the partial or total release or discharge of Borrower or any other guarantor of all or any part of the Guaranteed Indebtedness, or any other person or entity Person from the performance of any obligation contained in any instrument or agreement evidencing, governing or securing all or any part of the Guaranteed IndebtednessObligations, whether occurring by reason of law pursuant to any Applicable Law or otherwise; (iv) any change in the time, manner or place of payment of, or in any other term of, or any increase in the amount of, all the Guaranteed Obligations, or any portion thereof, or any other amendment or waiver of any term of, or any consent to departure from any requirement of, any of the Loan Documents; (v) the taking or accepting of any collateral security for all or any part of the Guaranteed Indebtedness Obligations, this Guaranty Agreement or this Guarantyany other guaranty; (vvi) the taking or accepting of any other guaranty for all or any part of the Guaranteed IndebtednessObligations; (vivii) any failure by Lender to acquire, perfect or continue any lien or security interest Lien on collateral Collateral securing all or any part of the Guaranteed Indebtedness Obligations or on any other property securing this GuarantyGuaranty Agreement; (viiviii) any exchange, release or subordination of any Lien on any Collateral, or any release, amendment, waiver or subordination of any term of any guaranty of the Guaranteed Obligations or any other impairment of any collateral security or guaranty now or hereafter securing all or any part of the Guaranteed Indebtedness or this GuarantyObligations; (viiiix) any failure by Lender to sell dispose of any collateral security at any time securing all or any part of the Guaranteed Indebtedness or this Guaranty Obligations in a commercially reasonable manner or as otherwise may be required by lawany Applicable Law; (ixx) any merger, reorganization, consolidation or dissolution of Borrower, any sale, lease or transfer of any or all of the assets of Borrower, or any change in name, business, organization, location, composition, structure or organization of Borrower; (xi) any Change of Control or any other change in the shareholders of Borrower; (xii) any invalidity or unenforceability of or defect or deficiency in any of the Loan Documents; (xiii) avoidance or subordination of the Guaranteed Obligations, or any portion thereof; (xiv) the unenforceability of all or any part of the Guaranteed Obligations against Borrower because any interest contracted for, charged, or received in respect of the Guaranteed Obligations exceeds the amount permitted by any Applicable Law; (xv) any waiver, consent, extension, forbearance, or granting of any indulgence by Agent with respect to the Guaranteed Obligations or any provision of any of the Loan Documents; (xvi) any delay in or lack of enforcement of any remedies under the Loan Documents; (xvii) the act of creating all or any part of the Guaranteed Obligations is ultra xxxxx, or the officers or other representatives creating all or any part of the Guaranteed Obligations acted in excess of their authority; (xviii) any election of remedies by Agent; (xix) any of the Loan Documents were forged; (xx) the election by Agent in any proceeding under the Bankruptcy Code of the application of Section 1111(b)(2) thereof; (xxi) any borrowing or grant of a security interest by Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code, or the use of cash collateral by Borrower, or any consent by Agent to any of the foregoing; (xxii) the disallowance in bankruptcy of all or any portion of the claims of any of Agent for payment of any of the Guaranteed Obligations; or (xxxiii) any other circumstance which might otherwise constitute a legal or equitable discharge or defense available to, or discharge of, to Borrower or any Guarantor, (other guarantor of all or any part than Full Payment of the Guaranteed IndebtednessObligations).

Obligations Not Impaired. (a) Guarantor agrees that its obligations hereunder shall not be released, diminished, impaired, reduced or affected by the occurrence of any one or more of the following events: (i) the death, disability or lack of corporate power of Borrower, Guarantor (except as provided in Paragraph 10 paragraph 11 herein) or any other ------------ guarantor of all or any part of the Guaranteed Indebtedness, (ii) any receivership, insolvency, bankruptcy or other proceedings affecting Borrower, Guarantor or any other guarantor of all or any part of the Guaranteed Indebtedness, or any of their respective property; (iii) the partial or total release or discharge of Borrower or any other guarantor of all or any part of the Guaranteed Indebtedness, or any other person or entity from the performance of any obligation contained in any instrument or agreement evidencing, governing or securing all or any part of the Guaranteed Indebtedness, whether occurring by reason of law or otherwise; (iv) the taking or accepting of any collateral for all or any part of the Guaranteed Indebtedness or this Guaranty; (v) the taking or accepting of any other guaranty for all or any part of the Guaranteed Indebtedness; (vi) any failure by Lender Bank to acquire, perfect or continue any lien or security interest on collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty; (vii) the impairment of any collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty; (viii) any failure by Lender Bank to sell any collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty in a commercially reasonable manner or as otherwise required by law; (ix) any invalidity or unenforceability of or defect or deficiency in any of the Loan Documents; or (x) any other circumstance which might otherwise constitute a defense available to, or discharge of, Borrower or any other guarantor of all or any part of the Guaranteed Indebtedness.

Obligations Not Impaired. (a1) Guarantor agrees that its obligations hereunder shall not be released, diminished, impaired, reduced or affected by the occurrence of any one or more of the following events: (i) the death, disability or lack of corporate power of Borrower, Guarantor (except as provided in Paragraph PARAGRAPH 10 herein) or any other ------------ guarantor of all or any part of the Guaranteed Indebtedness, (ii) any receivership, insolvency, bankruptcy or other proceedings affecting Borrower, Guarantor or any other guarantor of all or any part of the Guaranteed Indebtedness, or any of their respective property; (iii) the partial or total release or discharge of Borrower or any other guarantor of all or any part of the Guaranteed Indebtedness, or any other person or entity from the performance of any obligation contained in any instrument or agreement evidencing, governing or securing all or any part of the Guaranteed Indebtedness, whether occurring by reason of law or otherwise; (iv) the taking or accepting of any collateral for all or any part of the Guaranteed Indebtedness or this GuarantyGuaranty including but not limited to a foreclosure, judicial or non-judicial, a transfer or deed in lieu of foreclosure or any conveyance or transfer from the Borrower; (v) the taking or accepting of any other guaranty for all or any part of the Guaranteed Indebtedness; (vi) any failure by Lender State Farm to acquire, perfect or continue any lien or security interest on collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty; (vii) the impairment of any collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty; (viii) any failure by Lender State Farm to sell any collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty in a commercially reasonable manner or as otherwise required require by law; (ix) any invalidity or unenforceability of or defect or deficiency in any of the Loan Documents; or (x) any other circumstance which might otherwise constitute a defense available to, or discharge of, Borrower or any other guarantor of all or any part of the Guaranteed Indebtedness.

Obligations Not Impaired. (a) Guarantor agrees that its obligations hereunder shall not be released, diminished, impaired, reduced or affected by the occurrence of any one or more of the following events: (i) the death, disability or lack of corporate power of Borrower, Guarantor (except as provided in Paragraph 10 paragraph 11 herein) or any other ------------ guarantor of all or any part of the Guaranteed Indebtedness, (ii) any receivership, insolvency, bankruptcy or other proceedings affecting Borrower, Guarantor or any other guarantor of all or any part of the Guaranteed Indebtedness, or any of their respective property; (iii) the partial or total release or discharge of Borrower or any other guarantor of all or any part of the Guaranteed Indebtedness, or any other person or entity from the performance of any obligation contained in any instrument or agreement evidencing, governing or securing all or any part of the Guaranteed Indebtedness, whether occurring by reason of law or otherwise; (iv) the taking or accepting of any collateral for all or any part of the Guaranteed Indebtedness or this Guaranty; (v) the taking or accepting of any other guaranty for all or any part of the Guaranteed Indebtedness; (vi) any failure by Lender to acquire, perfect or continue any lien or security interest on collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty; (vii) the impairment of any collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty; (viii) any failure by Lender to sell any collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty in a commercially reasonable manner or as otherwise required by law; (ix) any invalidity or unenforceability of or defect or deficiency in any of the Loan Documents; or (x) any other circumstance which might otherwise constitute a defense available to, or discharge of, Borrower or any other guarantor of all or any part of the Guaranteed Indebtedness.

Obligations Not Impaired. (a) Each Guarantor hereby agrees that its obligations hereunder under the Loan Documents shall not be released, discharged, diminished, impaired, reduced reduced, or affected for any reason or by the occurrence of any event, including, without limitation, one or more of the following events, whether or not with notice to or the consent of any Guarantor: (i) the death, disability or lack of corporate power of Borrower, Guarantor (except as provided in Paragraph 10 herein) or any other ------------ guarantor of all or any part of the Guaranteed Indebtedness, (ii) any receivership, insolvency, bankruptcy or other proceedings affecting Borrower, Guarantor or any other guarantor of all or any part of the Guaranteed Indebtedness, or any of their respective property; (iii) the partial or total release or discharge of Borrower or any other guarantor of all or any part of the Guaranteed Indebtedness, or any other person or entity from the performance of any obligation contained in any instrument or agreement evidencing, governing or securing all or any part of the Guaranteed Indebtedness, whether occurring by reason of law or otherwise; (iva) the taking or accepting of collateral as security for any collateral for or all or any part of the Guaranteed Indebtedness or this Guaranty; (v) the taking release, surrender, exchange, or accepting subordination of any other guaranty for collateral now or hereafter securing any or all or any part of the Guaranteed Indebtedness; (vib) any failure by Lender to acquirepartial release of the liability of any Guarantor hereunder, perfect or continue the full or partial release of any lien other guarantor from liability for any or security interest on collateral securing all of the Guaranteed Indebtedness; (c) any disability of Borrower, or the dissolution, insolvency, or bankruptcy of Borrower, any Guarantor, or any part other party at any time liable for the payment of any or all of the Guaranteed Indebtedness; (d) any renewal, extension, modification, waiver, amendment, or rearrangement of any or all of the Guaranteed Indebtedness or this Guarantyany instrument, document, or agreement evidencing, securing, or otherwise relating to any or all of the Guaranteed Indebtedness; (viie) any adjustment, indulgence, forbearance, waiver, or compromise that may be granted or given by Administrative Agent or any other Secured Party to Borrower, any Guarantor, or any other party ever liable for any or all of the Guaranteed Indebtedness; (f) any neglect, delay, omission, failure, or refusal of Administrative Agent or any other Secured Party to take or prosecute any action for the collection of any of the Guaranteed Indebtedness or to foreclose or take or prosecute any action in connection with any instrument, document, or agreement evidencing, securing, or otherwise relating to any or all of the Guaranteed Indebtedness; (g) the unenforceability or invalidity of any or all of the Guaranteed Indebtedness or of any instrument, document, or agreement evidencing, securing, or otherwise relating to any or all of the Guaranteed Indebtedness; (h) any payment by Borrower or any other party to Administrative Agent or any other Secured Party is held to constitute a preference under applicable bankruptcy or insolvency law or if for any other reason Administrative Agent or any other Secured Party is required to refund any payment or pay the amount thereof to someone else; (i) the settlement or compromise of any of the Guaranteed Indebtedness; (j) the non-perfection of any security interest or lien securing any or all of the Guaranteed Indebtedness; (k) any impairment of any collateral securing any or all or any part of the Guaranteed Indebtedness or this GuarantyIndebtedness; (viiil) the failure of Administrative Agent or any failure by Lender other Secured Party to sell any collateral securing any or all or any part of the Guaranteed Indebtedness or this Guaranty in a commercially reasonable manner or as otherwise required by law; (ixm) any invalidity change in the corporate existence, structure, or unenforceability ownership of or defect or deficiency in any of the Loan DocumentsBorrower; or (xn) any other circumstance which might otherwise constitute a defense available to, or discharge of, Borrower or any other guarantor of all or any part Guarantor (other than the Full Satisfaction of the Guaranteed IndebtednessObligations).

Obligations Not Impaired. (a) Guarantor agrees that its obligations hereunder shall not be released, diminished, impaired, reduced or affected by the occurrence of any one or more of the following events: (i) the death, disability or lack of corporate power of Borrower, Guarantor (except as provided in Paragraph 10 paragraph 11 herein) or any other ------------ guarantor of all or any part of the Guaranteed Indebtedness, (ii) any receivership, insolvency, bankruptcy or other proceedings affecting Borrower, Guarantor or any other guarantor of all or any part of the Guaranteed Indebtedness, or any of their respective property; (iii) the partial or total release or discharge of Borrower or any other guarantor of all or any part of the Guaranteed Indebtedness, or any other person or entity from the performance of any obligation contained in any instrument or agreement evidencing, governing or securing all or any part of the Guaranteed Indebtedness, whether occurring by reason of law or otherwise; (iv) the taking or accepting of any collateral for all or any part of the Guaranteed Indebtedness or this Guaranty; (v) the taking or accepting of any other guaranty for all or any part of the Guaranteed Indebtedness; (vi) any failure by Lender the Agent, the LC Issuer or the Bank(s) to acquire, perfect or continue any lien or security interest on collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty; (vii) the impairment of any collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty; (viii) any failure by Lender the Agent, the LC Issuer or the Bank(s) to sell any collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty in a commercially reasonable manner or as otherwise required by law; (ix) any invalidity or unenforceability of or defect or deficiency in any of the Loan Documents; or (x) any other circumstance which might otherwise constitute a defense available to, or discharge of, Borrower or any other guarantor of all or any part of the Guaranteed Indebtedness.

Obligations Not Impaired. (a) Guarantor agrees that its Guarantor's obligations hereunder shall not be released, diminished, impaired, reduced or affected by the occurrence of any one or more of the following events: (i) the death, disability or lack of corporate power of Borrower, Guarantor (except as provided in Paragraph paragraph 10 herein) or any other ------------ guarantor of all or any part of the Guaranteed Indebtedness, (ii) any receivership, insolvency, bankruptcy or other proceedings affecting Borrower, Guarantor or any other guarantor of all or any part of the Guaranteed Indebtedness, or any of their respective property; (iii) the partial or total release or discharge of Borrower or any other guarantor of all or any part of the Guaranteed Indebtedness, or any other person or entity from the performance of any obligation contained in any instrument or agreement evidencing, governing governing. or securing all or any part of the Guaranteed Indebtedness, whether occurring by reason of law or otherwise; (iv) the taking or accepting of any collateral for all or any part of the Guaranteed Indebtedness or this Guaranty; (v) the taking or accepting of any other guaranty for all or any part of the Guaranteed Indebtedness; (vi) any failure by Lender Bank to acquire, perfect or continue any lien or security interest on collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty; (vii) the impairment of any collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty; (viii) any failure by Lender Bank to sell any collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty in a commercially reasonable manner or as otherwise required by law; (ix) any invalidity or unenforceability of or defect or deficiency in any instrument or agreement evidencing, governing or securing all or any part of the Loan DocumentsGuaranteed Indebtedness or this Guaranty; or (x) any other circumstance circumstances which might otherwise constitute a defense available to, or discharge of, Borrower or any other guarantor of all or any part of the Guaranteed Indebtedness.

Obligations Not Impaired. (a) Guarantor agrees that its obligations hereunder shall not be released, diminished, impaired, reduced or affected by the occurrence of any one or more of the following events: (i) the death, disability or lack of corporate power of Borrower, Guarantor (except as provided in Paragraph PARAGRAPH 10 herein) or any other ------------ guarantor of all or any part of the Guaranteed Indebtedness, (ii) any receivership, insolvency, bankruptcy or other proceedings affecting Borrower, Guarantor or any other guarantor of all or any part of the Guaranteed Indebtedness, or any of their respective property; (iii) the partial or total release or discharge of Borrower or any other guarantor of all or any part of the Guaranteed Indebtedness, or any other person or entity from the performance of any obligation contained in any instrument or agreement evidencing, governing or securing all or any part of the Guaranteed Indebtedness, whether occurring by reason of law or otherwise; (iv) the taking or accepting of any collateral for all or any part of the Guaranteed Indebtedness or this Guaranty; (v) the taking or accepting of any other guaranty for all or any part of the Guaranteed Indebtedness; (vi) any failure by Lender to acquire, perfect or continue any lien or security interest on collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty; (vii) the impairment of any collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty; (viii) any failure by Lender to sell any collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty in a commercially reasonable manner or as otherwise required by law; (ix) any invalidity or unenforceability of or defect or deficiency in any of the Loan Documents; or (x) any other circumstance which might otherwise constitute a defense available to, or discharge of, Borrower or any other guarantor of all or any part of the Guaranteed Indebtedness.

Obligations Not Impaired. (a) Each Guarantor hereby agrees that its obligations hereunder under the Loan Documents shall not be released, discharged, diminished, impaired, reduced reduced, or affected for any reason or by the occurrence of any event, including, without limitation, one or more of the following events, whether or not with notice to or the consent of any Guarantor: (i) the death, disability or lack of corporate power of Borrower, Guarantor (except as provided in Paragraph 10 herein) or any other ------------ guarantor of all or any part of the Guaranteed Indebtedness, (ii) any receivership, insolvency, bankruptcy or other proceedings affecting Borrower, Guarantor or any other guarantor of all or any part of the Guaranteed Indebtedness, or any of their respective property; (iii) the partial or total release or discharge of Borrower or any other guarantor of all or any part of the Guaranteed Indebtedness, or any other person or entity from the performance of any obligation contained in any instrument or agreement evidencing, governing or securing all or any part of the Guaranteed Indebtedness, whether occurring by reason of law or otherwise; (iva) the taking or accepting of collateral as security for any collateral for or all or any part of the Guaranteed Indebtedness or this Guaranty; (v) the taking release, surrender, exchange, or accepting subordination of any other guaranty for collateral now or hereafter securing any or all or any part of the Guaranteed Indebtedness; (vib) any failure by Lender to acquirepartial release of the liability of any Guarantor hereunder, perfect or continue the full or partial release of any lien other guarantor from liability for any or security interest on collateral securing all of the Guaranteed Indebtedness; (c) any disability of the Borrower, any Guarantor or any part other Person, or the dissolution, insolvency, or bankruptcy of the Borrower, any Guarantor, or any other Person at any time liable for the payment of any or all of the Guaranteed Indebtedness; (d) any renewal, extension, modification, waiver, amendment, or rearrangement of any or all of the Guaranteed Indebtedness or this Guarantyany instrument, document, or agreement evidencing, securing, or otherwise relating to any or all of the Guaranteed Indebtedness; (viie) any adjustment, indulgence, forbearance, waiver, or compromise that may be granted or given by Administrative Agent or any other Credit Party to the Borrower, any Guarantor, or any other Person ever liable for any or all of the Guaranteed Indebtedness; (f) any neglect, delay, omission, failure, or refusal of Administrative Agent or any other Credit Party to take or prosecute any action for the collection of any of the Guaranteed Indebtedness or to foreclose or take or prosecute any action in connection with any instrument, document, or agreement evidencing, securing, or otherwise relating to any or all of the Guaranteed Indebtedness; (g) the unenforceability or invalidity of any or all of the Guaranteed Indebtedness or of any instrument, document, or agreement evidencing, securing, or otherwise relating to any or all of the Guaranteed Indebtedness; (h) any payment by the Borrower or any other Person to Administrative Agent or any other Credit Party is held to constitute a preference under applicable bankruptcy or insolvency law or if for any other reason Administrative Agent or any other Credit Party is required to refund any payment or pay the amount thereof to someone else; (i) the settlement or compromise of any of the Guaranteed Indebtedness; (j) the non‑perfection of any security interest or lien securing any or all of the Guaranteed Indebtedness; (k) any impairment of any collateral securing any or all or any part of the Guaranteed Indebtedness or this GuarantyIndebtedness; (viiil) the failure of Administrative Agent or any failure by Lender other Credit Party to sell any collateral securing any or all or any part of the Guaranteed Indebtedness or this Guaranty in a commercially reasonable manner or as otherwise required by law; (ixm) any invalidity change in the corporate or unenforceability of other existence, structure, or defect or deficiency in any ownership of the Loan DocumentsBorrower or any Guarantor; or (xn) any other circumstance which might otherwise constitute a defense available to, or discharge of, the Borrower or any other guarantor of all or any part Guarantor (other than the Full Satisfaction of the Guaranteed IndebtednessObligations).

Obligations Not Impaired. (a) Guarantor agrees that its Guarantor’s obligations hereunder under this Guaranty shall not be released, diminished, impaired, reduced or affected by the occurrence of any one or more of the following events: (i) the death, disability or lack of corporate power of Borrower, Guarantor (except as provided in Paragraph 10 herein) or any other ------------ guarantor of all or any part of the Guaranteed Indebtedness, (ii) any receivership, insolvency, bankruptcy or other proceedings affecting BorrowerSeller, Guarantor or any other guarantor of all or any part of the Guaranteed IndebtednessObligations; (ii) any receivership, insolvency bankruptcy, disability or other proceedings affecting Seller, Guarantor or any other guarantor of all or any part of the Guaranteed Obligations, or any of their respective property; (iii) the partial or total release or discharge of Borrower Seller or any other guarantor of all or any part of the Guaranteed IndebtednessObligations, or any other person or entity Person from the performance of any obligation contained in any instrument or agreement evidencing, governing or securing all or any part of the Guaranteed IndebtednessObligations, whether occurring by reason of law or otherwise; (iv) the taking or accepting of any collateral for all or any part of the Guaranteed Indebtedness Obligations or this Guaranty; (v) the taking or accepting of any other guaranty for all or any part of the Guaranteed IndebtednessObligations; (vi) any failure by Lender Bank to acquire, perfect or continue any lien or security interest on collateral securing all or any part of the Guaranteed Indebtedness Obligations or this Guaranty; (vii) the impairment of any collateral securing all or any part of the Guaranteed Indebtedness Obligations or this Guaranty; (viii) any failure by Lender Bank to sell any collateral securing all or any part of the Guaranteed Indebtedness Obligations or this Guaranty in a commercially reasonable manner or as otherwise required by lawLaw; (ix) any invalidity or unenforceability of or defect or deficiency in any of the Loan DocumentsWarehouse Document; or (x) any other circumstance which might otherwise constitute a defense available to, or discharge of, Borrower Seller, Guarantor or any other guarantor of all or any part of the Guaranteed IndebtednessObligations; (xi) the discretionary purchase by Bank of any Participation Interests pursuant to the Warehouse Agreement, thus increasing the Guaranteed Obligations; or (xii) the sale, transfer, assignment or conveyance by Seller of all or any portion of the Mortgage Loans as contemplated by the Warehouse Agreement.

Obligations Not Impaired. (a) Guarantor agrees that its obligations hereunder under this Guaranty Agreement shall not be released, diminished, impaired, reduced reduced, or affected by the occurrence of any one or more of the following events: (ia) the death, disability or lack of corporate power organizational authority of Borrower, Guarantor ; (except as provided in Paragraph 10 herein) or any other ------------ guarantor of all or any part of the Guaranteed Indebtedness, (iib) any receivership, insolvency, bankruptcy bankruptcy, or other proceedings affecting Borrower, Guarantor Borrower or any other guarantor of all or any part of the Guaranteed Indebtedness, or any of their respective property; (iiic) the partial or total release or discharge of Borrower or any other guarantor of all or any part of the Guaranteed Indebtedness, or any other person or entity Person from the performance of any obligation contained in any instrument or agreement evidencing, governing governing, or securing all or any part of the Guaranteed IndebtednessObligations, whether occurring by reason of law pursuant to any Applicable Law or otherwise; (ivd) any change in the time, manner, or place of payment of, or in any other term of, or any increase or decrease in the amount of, all the Guaranteed Obligations, or any portion thereof, or any other amendment or waiver of any term of, or any consent to departure from any requirement of, any of the Loan Documents; (e) the taking or accepting of any collateral security for all or any part of the Guaranteed Indebtedness Obligations, this Guaranty Agreement, or this Guarantyany other guaranty; (vf) the taking or accepting of any other guaranty for all or any part of the Guaranteed IndebtednessObligations; (vig) any failure by Lender to acquire, perfect perfect, or continue any lien or security interest or lien on collateral Collateral securing all or any part of the Guaranteed Indebtedness Obligations or on any property securing this GuarantyGuaranty Agreement; (viih) any exchange, release, or subordination of any security interest or lien on any Collateral, or any release, amendment, waiver, or subordination of any term of any guaranty of the Guaranteed Obligations or any other impairment of any collateral security or guaranty now or hereafter securing all or any part of the Guaranteed Indebtedness or this GuarantyObligations; (viiii) any failure by Lender to sell dispose of any collateral security at any time securing all or any part of the Guaranteed Indebtedness Obligations or this Guaranty Agreement in a commercially reasonable manner or as otherwise may be required by lawany Applicable Law; (ixj) any merger, reorganization, consolidation, or dissolution of Borrower or any other Person at any time liable for any of the Obligations, any sale, lease, or transfer of any or all of the assets of Borrower or any other Person at any time liable for any of the Obligations, or any change in name, business, organization, location, composition, structure, or organization of Borrower or any other Person at any time liable for any of the Obligations; (k) any change of control or any other change in the capitalization or Equity Interest ownership of Borrower or any other Person at any time liable for any of the Obligations; (l) any invalidity or unenforceability of or defect or deficiency in any of the Loan Documents; (m) avoidance or subordination of the Guaranteed Obligations, or any portion thereof, (n) the unenforceability of all or any part of the Guaranteed Obligations against Borrower because any interest contracted for, charged, or received in respect of the Guaranteed Obligations exceeds the amount permitted by any Applicable Law; (o) any waiver, consent, extension, forbearance, or granting of any indulgence by Administrative Agent or any other Lender Party with respect to the Guaranteed Obligations or any provision of any of the Loan Documents; (p) any delay in or lack of enforcement of any remedies under the Loan Documents; (q) the act of creating all or any part of the Guaranteed Obligations is ultra xxxxx, or the officers or other representatives creating all or any part of the Guaranteed Obligations acted in excess of their authority; (r) any election of remedies by Administrative Agent or any other Lender Party; (s) any of the Loan Documents were forged; (t) the election by Administrative Agent or any other Lender Party in any proceeding under the Bankruptcy Code of the application of Section 1111(b)(2) thereof; (u) any borrowing or grant of a security interest by Borrower as debtor-in-possession, under Section 364 of the Bankruptcy Code; (v) any use by Borrower (whether with the consent of Administrative Agent or any Lender or otherwise) of cash collateral during the pendency of any bankruptcy proceeding; (w) the making of post-petition loans or any other provision for the extension of post-petition credit to Borrower as debtor-in-possession in any bankruptcy proceedings; (x) the disallowance in bankruptcy of all or any portion of the claims of Administrative Agent or any Lender for payment of any of the Guaranteed Obligations; or (xy) any other circumstance which might otherwise constitute a legal or equitable discharge or defense available to, or discharge of, to Borrower or any Guarantor (other guarantor of all or any part of than that the Guaranteed IndebtednessObligations shall have been indefeasibly paid and performed in full).

Obligations Not Impaired. (a) Guarantor agrees that its obligations hereunder under this Guaranty shall not be released, diminished, impaired, reduced or affected by the occurrence of any one or more of the following events: (i) the death, disability or lack of corporate power of Borrower, Guarantor (except as provided in Paragraph 10 herein) or any other ------------ guarantor of all or any part of the Guaranteed Indebtedness, (ii) any receivership, insolvencyinsolvency bankruptcy, bankruptcy disability or other proceedings affecting Borrower, Guarantor or any other guarantor of all or any part of the Guaranteed Indebtedness, or any of their respective property; (iii) the partial or total release or discharge of Borrower or any other guarantor of all or any part of the Guaranteed Indebtedness, or any other person or entity from the performance of any obligation contained in any instrument or agreement evidencing, governing or securing all or any part of the Guaranteed Indebtedness, whether occurring by reason of law or otherwise; (iv) the taking or accepting of any collateral for all or any part of the Guaranteed Indebtedness or this Guaranty; (v) the taking or accepting of any other guaranty for all or any part of the Guaranteed Indebtedness; (vi) any failure by Lender Bank to acquire, perfect or continue any lien or security interest on collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty; (vii) the impairment of any collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty; (viii) any failure by Lender Bank to sell any collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty in a commercially reasonable manner or as otherwise required by law; (ix) any invalidity or unenforceability of or defect or of deficiency in any of the Loan Documents; or (x) any other circumstance which might otherwise constitute a defense available to, or discharge of, Borrower Borrower, Guarantor or any other guarantor of all or any part of the Guaranteed Indebtedness.

Obligations Not Impaired. (a) Guarantor agrees that its obligations hereunder shall not be released, diminished, impaired, reduced or affected by the occurrence of any one or more of the following events: (i) the death, disability or lack of corporate power of Borrower, Guarantor (except as provided in Paragraph 10 herein) Guarantor, any other Obligor or any other ------------ guarantor of all or any part of the Guaranteed Indebtedness, (ii) any receivership, insolvency, bankruptcy or other proceedings affecting Borrower, Guarantor Guarantor, any other Obligor or any other guarantor of all or any part of the Guaranteed Indebtedness, or any of their respective property; (iii) the partial or total release or discharge of Borrower Borrower, any other Obligor or any other guarantor of all or any part of the Guaranteed Indebtedness, or any other person or entity Person from the performance of any obligation contained in any instrument or agreement evidencing, governing or securing all or any part of the Guaranteed Indebtedness, whether occurring by reason of law or otherwiseotherwise (other than as a result of payment in full in cash of the Guaranteed Indebtedness after termination of all obligations of Lender to extend credit to Borrower); (iv) the taking or accepting of any collateral for all or any part of the Guaranteed Indebtedness or this Guaranty; (v) the taking or accepting of any other guaranty for all or any part of the Guaranteed Indebtedness; (vi) any failure by Lender to acquire, perfect or continue any lien or security interest on collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty; (vii) the impairment of any collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty; (viii) subject to the other Loan Documents, any failure by Lender to sell any collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty in a commercially reasonable manner or as otherwise required by law; (ix) any invalidity or unenforceability of or defect or deficiency in any of the Loan Documents; or (x) any other circumstance which might otherwise constitute a defense available to, or discharge of, Borrower Borrower, any other Obligor or any other guarantor of all or any part of the Guaranteed Indebtedness.

Obligations Not Impaired. (a) Each Guarantor agrees that its obligations hereunder shall not be released, diminished, impaired, reduced or affected by the occurrence of any one or more of the following events: (i) the death, disability or lack of corporate power organizational authority of Borrower, Guarantor (except as provided in Paragraph 10 herein) the Borrower or any other ------------ guarantor of all or any part of the Guaranteed Indebtedness, Credit Party; (ii) any receivership, insolvency, bankruptcy or other proceedings Insolvency Proceeding affecting Borrower, Guarantor the Borrower or any other guarantor of all Credit Party or any part of the Guaranteed Indebtedness, or any of their respective its property; (iii) the partial or total release or discharge of the Borrower or any other guarantor of all Credit Party or any part of the Guaranteed Indebtedness, or any other person or entity Person from the performance of any obligation contained in any agreement, document or instrument or agreement evidencing, governing or securing all or any part of the Guaranteed IndebtednessObligations, whether occurring by reason of law pursuant to any Applicable Law or otherwise; (iv) any change in the time, manner or place of payment of, or in any other term of, or any increase in the amount of, all the Guaranteed Obligations, or any portion thereof, or any other amendment or waiver of any term of, or any consent to departure from any requirement of, any of the Loan Documents; (v) the taking or accepting of any collateral security for all or any part of the Guaranteed Indebtedness Obligations, this Guaranty Agreement or this Guarantyany other guaranty; (vvi) the taking or accepting of any other guaranty for all or any part of the Guaranteed IndebtednessObligations; (vivii) any failure by Lender to acquire, perfect or continue any lien or security interest Lien on collateral Collateral securing all or any part of the Guaranteed Indebtedness Obligations or on any other property securing this GuarantyGuaranty Agreement; (viiviii) any exchange, release or subordination of any Lien on any Collateral, or any release, amendment, waiver or subordination of any term of any guaranty of the Guaranteed Obligations or any other impairment of any collateral security or guaranty now or hereafter securing all or any part of the Guaranteed Indebtedness or this GuarantyObligations; (viiiix) any failure by Lender to sell dispose of any collateral security at any time securing all or any part of the Guaranteed Indebtedness Obligations or this Guaranty Agreement in a commercially reasonable manner or as otherwise may be required by lawany Applicable Law; (ixx) any merger, reorganization, consolidation or dissolution of the Borrower, any Guarantor or any other Credit Party, any sale, lease or transfer of any or all of the assets of the Borrower, any Guarantor or any other Credit Party, or any change in name, business, organization, location, composition, structure or organization of the Borrower, any Guarantor or any other Credit Party; (xi) any Change in Control or any other change in the shareholders or other owners of the Borrower, any Guarantor or any other Credit Party; (xii) any invalidity or unenforceability of or defect or deficiency in any of the Loan Documents; (xiii) avoidance or subordination of the Guaranteed Obligations, or any portion thereof; (xiv) the unenforceability of all or any part of the Guaranteed Obligations against the Borrower because any interest contracted for, charged or received in respect of the Guaranteed Obligations exceeds the amount permitted by any Applicable Law; (xv) any waiver, consent, extension, forbearance or granting of any indulgence by the Administrative Agent or any Lender or other Secured Party with respect to the Guaranteed Obligations or any provision of any of the Loan Documents (other than this Guaranty Agreement); (xvi) any delay in or lack of enforcement of any remedies under the Loan Documents; (xvii) the act of creating all or any part of the Guaranteed Obligations is ultra xxxxx, or the officers or other representatives creating all or any part of the Guaranteed Obligations acted in excess of their authority; (xviii) any election of remedies by the Administrative Agent or any Lender or other Secured Party; (xix) any of the Loan Documents were forged; (xx) the election by the Administrative Agent or any Lender or other Secured Party in any proceeding under the Bankruptcy Code of the application of Section 1111(b)(2) thereof; (xxi) any borrowing or grant of a security interest by the Borrower or any other Credit Party, as debtor-in-possession, under Section 364 of the Bankruptcy Code, or the use of cash collateral by the Borrower, or any consent by the Administrative Agent or any Lender or other Secured Party to any of the foregoing; (xxii) the disallowance in bankruptcy of all or any portion of the claims of the Administrative Agent or any Lender or other Secured Party for payment of any of the Guaranteed Obligations; or (xxxiii) any other circumstance which might otherwise constitute a legal or equitable discharge or defense available toto the Borrower, or discharge of, Borrower any Guarantor or any other guarantor of all or any part Credit Party other than the Full Payment of the Guaranteed IndebtednessObligations.

Obligations Not Impaired. (a) Guarantor agrees that its obligations hereunder under this Guaranty Agreement shall not be released, diminished, impaired, reduced reduced, or affected by the occurrence of any one or more of the following events: (ia) the death, disability or lack of corporate power organizational authority of any Borrower, Guarantor ; (except as provided in Paragraph 10 herein) or any other ------------ guarantor of all or any part of the Guaranteed Indebtedness, (iib) any receivership, insolvency, bankruptcy bankruptcy, or other proceedings affecting Borrower, Guarantor any Borrower or any other guarantor of all or any part of the Guaranteed Indebtedness, or any of their respective its property; (iiic) the partial or total release or discharge of any Borrower or any other guarantor of all or any part of the Guaranteed Indebtedness, or any other person or entity Person from the performance of any obligation contained in any instrument or agreement evidencing, governing governing, or securing all or any part of the Guaranteed IndebtednessObligations, whether occurring by reason of law pursuant to any Applicable Law or otherwise; (ivd) any change in the time, manner, or place of payment of, or in any other term of, or any increase or decrease in the amount of, all the Guaranteed Obligations, or any portion thereof, or any other amendment or waiver of any term of, or any consent to departure from any requirement of, any of the Loan Documents; (e) the taking or accepting of any collateral security for all or any part of the Guaranteed Indebtedness Obligations, this Guaranty Agreement, or this Guarantyany other guaranty; (vf) the taking or accepting of any other guaranty for all or any part of the Guaranteed IndebtednessObligations; (vig) any failure by Lender to acquire, perfect perfect, or continue any lien or security interest or lien on collateral Collateral securing all or any part of the Guaranteed Indebtedness Obligations or on any property securing this GuarantyGuaranty Agreement; (viih) any exchange, release, or subordination of any security interest or lien on any Collateral, or any release, amendment, waiver, or subordination of any term of any guaranty of the Guaranteed Obligations or any other impairment of any collateral security or guaranty now or hereafter securing all or any part of the Guaranteed Indebtedness or this GuarantyObligations; (viiii) any failure by Lender to sell dispose of any collateral security at any time securing all or any part of the Guaranteed Indebtedness Obligations or this Guaranty in a Agreement, provided such failure to dispose is commercially reasonable manner or as under the circumstances and is otherwise required by lawconsistent with any Applicable Law; (ixj) any merger, reorganization, consolidation, or dissolution of any Borrower or any other Person at any time liable for any of the Obligations, any sale, lease, or transfer of any or all of the assets of any Borrower or any other Person at any time liable for any of the Obligations, or any change in name, business, organization, location, composition, structure, or organization of any Borrower or any other Person at any time liable for any of the Obligations; (k) any change of control or any other change in the capitalization or Equity Interest ownership of any Borrower or any other Person at any time liable for any of the Obligations; (l) any invalidity or unenforceability of or defect or deficiency in any of the Loan Documents or all or any part of the Guaranteed Obligations; (m) avoidance or subordination of the Guaranteed Obligations, or any portion thereof, (n) the unenforceability of all or any part of the Guaranteed Obligations against any Borrower because any interest contracted for, charged, or received in respect of the Guaranteed Obligations exceeds the amount permitted by any Applicable Law; (o) any waiver, consent, extension, forbearance, or granting of any indulgence by Administrative Agent or any other Lender Party with respect to the Guaranteed Obligations or any provision of any of the Loan Documents; (p) any delay in or lack of enforcement of any remedies under the Loan Documents; (q) the act of creating all or any part of the Guaranteed Obligations is ultra vxxxx, or the officers or other representatives creating all or any part of the Guaranteed Obligations acted in excess of their authority; (r) any election of remedies by Administrative Agent or any other Lender Party; (s) any of the Loan Documents were forged; (t) the election by Administrative Agent or any other Lender Party in any proceeding under the Bankruptcy Code of the application of Section 1111(b)(2) thereof; (u) any borrowing or grant of a security interest by any Borrower as debtor-in-possession, under Section 364 of the Bankruptcy Code; (v) any use by any Borrower (whether with the consent of Administrative Agent or any other Lender Party or otherwise) of cash collateral during the pendency of any bankruptcy proceeding; (w) the making of post-petition loans or any other provision for the extension of post-petition credit to any Borrower as debtor-in-possession in any bankruptcy proceedings; (x) the disallowance in bankruptcy of all or any portion of the claims of Administrative Agent or any other Lender Party for payment of any of the Guaranteed Obligations; or (xy) any other circumstance which might otherwise constitute a legal or equitable discharge or defense available to, or discharge of, to any Borrower or Guarantor (other than that the Guaranteed Obligations shall have been paid and performed in full excluding any other guarantor of all or any part contingent indemnification Obligations that survive termination of the Guaranteed Indebtedness.Loan Agreement and this Guaranty Agreement in accordance with the terms thereof and hereof). GUARANTY AGREEMENT (BLONDER TONGUE FAR EAST, LLC) - Page 3 DAL 79534189v4

Obligations Not Impaired. (a) Guarantor agrees that its obligations hereunder shall not be released, diminished, impaired, reduced or affected by the occurrence of any one or more of the following events: (i) the death, disability or lack of corporate power of Borrower, Guarantor (except as provided in Paragraph 10 herein) or any other ------------ guarantor of all or any part of the Guaranteed Indebtedness, (ii) any receivership, insolvency, bankruptcy or other proceedings affecting Borrower, Guarantor or any other guarantor of all or any part of the Guaranteed Indebtedness, or any of their respective property; (iii) the partial or total release or discharge of Borrower or any other guarantor of all or any part of the Guaranteed Indebtedness, or any other person or entity from the performance of any obligation contained in any instrument or agreement evidencing, governing or securing all or any part of the Guaranteed Indebtedness, whether occurring by reason of law or otherwise; (iv) the taking or accepting of any collateral as security for all or any part of the Guaranteed Indebtedness or this Guaranty; (v) the taking or accepting of any other guaranty as security for all or any part of the Guaranteed Indebtedness; (vi) any failure by Lender to acquire, perfect or continue any lien or security interest on collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty; (vii) the impairment of any collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty; (viii) any failure by Lender to sell any collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty in a commercially reasonable manner or as otherwise required by law; (ix) any invalidity or unenforceability of or defect or deficiency in any of the Loan Documents; or (x) any other circumstance which might otherwise constitute a defense available to, or discharge of, Borrower or any other guarantor of all or any part of the Guaranteed Indebtedness; or (xi) the application by Lender of the proceeds from the sale, foreclosure or other realization of or on any collateral for the Guaranteed Indebtedness to any other indebtedness or obligations secured by such collateral.

Obligations Not Impaired. (a) Guarantor agrees that its obligations hereunder shall not be released, diminished, impaired, reduced or affected by the occurrence of any one or more of the following events: (i) the death, disability or lack of corporate power of Borrower, Guarantor (except as provided in Paragraph 10 herein) or any ------------ other ------------ guarantor of all or any part of the Guaranteed Indebtedness, (ii) any receivership, insolvency, bankruptcy or other proceedings affecting Borrower, Guarantor or any other guarantor of all or any part of the Guaranteed Indebtedness, or any of their respective property; (iii) the partial or total release or discharge of Borrower or any other guarantor of all or any part of the Guaranteed Indebtedness, or any other person or entity from the performance of any obligation contained in any instrument or agreement evidencing, governing or securing all or any part of the Guaranteed Indebtedness, whether occurring by reason of law or otherwise; (iv) the taking or accepting of any collateral for all or any part of the Guaranteed Indebtedness or this Guaranty; (v) the taking or accepting of any other guaranty for all or any part of the Guaranteed Indebtedness; (vi) any failure by Lender to acquire, perfect or continue any lien or security interest on collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty; (vii) the impairment of any collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty; (viii) any failure by Lender to sell any collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty in a commercially reasonable manner or as otherwise required by law; (ix) any invalidity or unenforceability of or defect or deficiency in any of the Loan Documents; or (x) any other circumstance which might otherwise constitute a defense available to, or discharge of, Borrower or any other guarantor of all or any part of the Guaranteed Indebtedness.

Obligations Not Impaired. (a) Each Guarantor agrees that its obligations hereunder under this Guaranty Agreement shall not be released, diminished, impaired, reduced reduced, or affected by the occurrence of any one or more of the following events: (ia) the death, disability or lack of corporate power organizational authority of any Borrower, Guarantor ; (except as provided in Paragraph 10 herein) or any other ------------ guarantor of all or any part of the Guaranteed Indebtedness, (iib) any receivership, insolvency, bankruptcy bankruptcy, or other proceedings affecting Borrower, Guarantor any Borrower or any other guarantor of all or any part of the Guaranteed Indebtedness, or any of their respective its property; (iiic) the partial or total release or discharge of any Borrower or any other guarantor of all Guarantor or any part of the Guaranteed Indebtedness, or any other person or entity Person from the performance of any obligation contained in any instrument or agreement evidencing, governing governing, or securing all or any part of the Guaranteed IndebtednessObligations, whether occurring by reason of law pursuant to any Applicable Law or otherwise; (ivd) any change in the time, manner, or place of payment of, or in any other term of, or any increase or decrease in the amount of, all the Guaranteed Obligations, or any portion thereof, or any other amendment or waiver of any term of, or any consent to departure from any requirement of, any of the Loan Documents; (e) the taking or accepting of any collateral security for all or any part of the Guaranteed Indebtedness Obligations, this Guaranty Agreement, or this Guarantyany other guaranty; (vf) the taking or accepting of any other guaranty for all or any part of the Guaranteed IndebtednessObligations; (vig) any failure by Lender to acquire, perfect perfect, or continue any lien or security interest or lien on collateral Collateral securing all or any part of the Guaranteed Indebtedness Obligations or on any property securing this GuarantyGuaranty Agreement; (viih) any exchange, release, or subordination of any security interest or lien on any Collateral, or any release, amendment, waiver, or subordination of any term of any guaranty of the Guaranteed Obligations or any other impairment of any collateral security or guaranty now or hereafter securing all or any part of the Guaranteed Indebtedness or this GuarantyObligations; (viiii) any failure by Lender to sell dispose of any collateral security at any time securing all or any part of the Guaranteed Indebtedness Obligations or this Guaranty Agreement in a commercially reasonable manner or as otherwise may be required by lawany Applicable Law; (ixj) any merger, reorganization, consolidation, or dissolution of any Borrower or any other Person at any time liable for any of the Obligations, any sale, lease, or transfer of any or all of the assets of any Borrower or any other Person at any time liable for any of the Obligations, or any change in name, business, organization, location, composition, structure, or organization of any Borrower or any other Person at any time liable for any of the Obligations; (k) any change of control or any other change in the capitalization or Equity Interest ownership of any Borrower or any other Person at any time liable for any of the Obligations; (l) any invalidity or unenforceability of or defect or deficiency in any of the Loan Documents or all or any part of the Guaranteed Obligations; (m) avoidance or subordination of the Guaranteed Obligations, or any portion thereof, (n) the unenforceability of all or any part of the Guaranteed Obligations against the Borrowers because any interest contracted for, charged, or received in respect of the Guaranteed Obligations exceeds the amount permitted by any Applicable Law; (o) any waiver, consent, extension, forbearance, or granting of any indulgence by Lender with respect to the Guaranteed Obligations or any provision of any of the Loan Documents; (p) any delay in or lack of enforcement of any remedies under the Loan Documents; (q) the act of creating all or any part of the Guaranteed Obligations is ultra vxxxx, or the officers or other representatives creating all or any part of the Guaranteed Obligations acted in excess of their authority; (r) any election of remedies by Lender; (s) any of the Loan Documents were forged; (t) the election by Lender in any proceeding under the Bankruptcy Code of the application of Section 1111(b)(2) thereof; (u) any borrowing or grant of a security interest by any Borrower as debtor-in-possession, under Section 364 of the Bankruptcy Code; (v) any use by a Borrower (whether with the consent of Lender or otherwise) of cash collateral during the pendency of any bankruptcy proceeding; (w) the making of post-petition loans or any other provision for the extension of post-petition credit to any Borrower as debtor-in-possession in any bankruptcy proceedings; (x) the disallowance in bankruptcy of all or any portion of the claims of Lender for payment of any of the Guaranteed Obligations; or (xy) any other circumstance which might otherwise constitute a legal or equitable discharge or defense available to, or discharge of, to any Borrower or any Guarantor (other guarantor of all or any part of than that the Guaranteed IndebtednessObligations shall have been paid and performed in full).

Obligations Not Impaired. (a) Guarantor agrees that its obligations hereunder shall not be released, diminished, impaired, reduced or affected by the occurrence of any one or more of the following events: (i) the death, disability or lack of corporate power of Borrower, Guarantor (except as provided in Paragraph 10 herein) or any other ------------ guarantor of all or any part of the Guaranteed Indebtedness, (ii) any receivership, insolvency, bankruptcy or other proceedings affecting Borrower, Guarantor or any other guarantor of all or any part of the Guaranteed Indebtedness, or any of their respective property; (iii) the partial or total release or discharge of Borrower or any other guarantor of all or any part of the Guaranteed Indebtedness, or any other person or entity from the performance of any obligation contained in any instrument or agreement evidencing, governing or securing all or any part of the Guaranteed Indebtedness, whether occurring by reason of law or otherwise; (iv) the taking or accepting of any collateral for all or any part of the Guaranteed Indebtedness or this Guaranty; (v) the taking or accepting of any other guaranty for all or any part of the Guaranteed Indebtedness; (vi) any failure by Lender Agent or the Lenders to acquire, perfect or continue any lien or security interest on collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty; (vii) the impairment of any collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty; (viii) any failure by Lender Agent or the Lenders to sell any collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty in a commercially reasonable manner or as otherwise required by law; (ix) any invalidity or unenforceability of or defect or deficiency in any of the Loan Documents; or (x) any other circumstance which might otherwise constitute a defense available to, or discharge of, Borrower or any other guarantor of all or any part of the Guaranteed Indebtedness.

Obligations Not Impaired. (a) Guarantor agrees that its Guarantor's obligations hereunder shall not be released, diminished, impaired, reduced or affected by the occurrence of any one or more of the following events: (i) the death, disability or lack of corporate power of Borrower, Guarantor (except as provided in Paragraph 10 herein) or any other ------------ guarantor of all or any part of the Guaranteed Indebtedness, (ii) any receivership, insolvency, bankruptcy or other proceedings affecting Borrower, Guarantor or any other guarantor of all or any part of the Guaranteed Indebtedness, or any of their respective property; (iii) the partial or total release or discharge of Borrower or any other guarantor of all or any part of the Guaranteed Indebtedness, or any other person or entity from the performance of any obligation contained in any instrument or agreement evidencing, governing or securing all or any part of the Guaranteed Indebtedness, whether occurring by reason of law or otherwise, except by the payment in full (including by offset) of all Guaranteed Indebtedness; (iv) the taking or accepting of any collateral for all or any part of the Guaranteed Indebtedness or this Guaranty; (v) the taking or accepting of any other guaranty for all or any part of the Guaranteed Indebtedness; (vi) any failure by Lender to acquire, perfect or continue any lien or security interest on collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty; or (vii) the impairment any merely technical invalidity or unenforceability of or defect or deficiency in any collateral instrument or agreement evidencing, governing or securing all or any part of the Guaranteed Indebtedness or this Guaranty; (viii) any failure by Lender to sell any collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty in a commercially reasonable manner or as otherwise required by law; (ix) any invalidity or unenforceability of or defect or deficiency in any of the Loan Documents; or (x) any other circumstance which might otherwise constitute a defense available to, or discharge of, Borrower or any other guarantor of all or any part of the Guaranteed Indebtedness.

Obligations Not Impaired. (a) a. Corporate Guarantor agrees that its Corporate Guarantor's obligations hereunder shall not be released, diminished, impaired, reduced or affected by the occurrence of any one or more of the following events: (i) the death, disability or lack of corporate power of Borrower, Corporate Guarantor (except as provided in Paragraph 10 herein) or any other ------------ guarantor of all or any part of the Guaranteed Indebtedness, (ii) any receivership, insolvency, bankruptcy or other proceedings affecting Borrower, Guarantor Corporate Guarantor, Individual Guarantors, or any other guarantor of all or any part of the Guaranteed Indebtedness, or any of their respective property; (iii) the partial or total release or discharge of Borrower Borrower, Individual Guarantors, or any other guarantor of all or any part of the Guaranteed Indebtedness, or any other person or entity from the performance of any obligation contained in any instrument or agreement evidencing, governing or securing all or any part of the Guaranteed Indebtedness, whether occurring by reason of law or otherwise; (iv) the taking or accepting of any collateral for all or any part of the Guaranteed Indebtedness or this Guaranty; (v) the taking or accepting of any other guaranty for all or any part of the Guaranteed Indebtedness; (vi) any failure by Lender Bank to acquire, perfect or continue any lien or security interest on collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty; (vii) the impairment of any collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty; (viii) any failure by Lender Bank to sell any collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty in a commercially reasonable seasonable manner or as otherwise required by law; (ix) any invalidity or unenforceability of or defect or deficiency in any instrument or agreement evidencing, governing or securing all or any part of the Loan DocumentsGuaranteed Indebtedness or this Guaranty; or (x) any other circumstance circumstances which might otherwise constitute a defense available to, or discharge of, Borrower Borrower, Individual Guarantors, or any other guarantor of all or any part of the Guaranteed Indebtedness, other than payment of the Guaranteed Indebtedness.

Obligations Not Impaired. (a) Guarantor agrees that its obligations hereunder shall not be released, diminished, impaired, reduced or affected by the occurrence of any one or more of the following events: (i) the death, disability or lack of corporate power of Borrower, Guarantor (except as provided in Paragraph 10 herein) or any other ------------ guarantor of all or any part of the Guaranteed Indebtedness, (ii) any receivership, insolvency, bankruptcy or other proceedings affecting Borrower, Guarantor or any other guarantor of all or any part of the Guaranteed Indebtedness, or any of their respective property; (iii) the partial or total release or discharge of Borrower or any other guarantor of all or any part of the Guaranteed Indebtedness, or any other person or entity from the performance of any obligation contained in any instrument or agreement evidencing, governing or securing all or any part of the Guaranteed Indebtedness, whether occurring by reason of law or otherwise; (iv) the taking or accepting of any collateral for all or any part of the Guaranteed Indebtedness or this Guaranty; (v) the taking or accepting of any other guaranty for all or any part of the Guaranteed Indebtedness; (vi) any failure by Lender to acquire, perfect or continue any lien or security interest on collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty; (vii) the impairment of any collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty; (viii) any failure by Lender to sell any collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty in a commercially reasonable manner or as otherwise required by law; (ix) any invalidity or unenforceability of or defect or deficiency in any of the Loan Documents; or (x) any other circumstance which might otherwise constitute a defense available to, or discharge of, Borrower or any other guarantor of all or any part of the Guaranteed Indebtedness.

Obligations Not Impaired. (a) Each Guarantor agrees that its obligations hereunder under this Guaranty Agreement shall not be released, diminished, impaired, reduced reduced, or affected by the occurrence of any one or more of the following events: (ia) the death, disability or lack of corporate power organizational authority of any Borrower, Guarantor ; (except as provided in Paragraph 10 herein) or any other ------------ guarantor of all or any part of the Guaranteed Indebtedness, (iib) any receivership, insolvency, bankruptcy bankruptcy, or other proceedings affecting Borrower, Guarantor any Borrower or any other guarantor of all or any part of the Guaranteed Indebtedness, or any of their respective its property; (iiic) the partial or total release or discharge of any Borrower or any other guarantor of all Guarantor or any part of the Guaranteed Indebtedness, or any other person or entity Person from the performance of any obligation contained in any instrument or agreement evidencing, governing governing, or securing all or any part of the Guaranteed IndebtednessObligations, whether occurring by reason of law pursuant to any Applicable Law or otherwise; (ivd) any change in the time, manner, or place of payment of, or in any other term of, or any increase or decrease in the amount of, all the Guaranteed Obligations, or any portion thereof, or any other amendment or waiver of any term of, or any consent to departure from any requirement of, any of the Loan Documents; (e) the taking or accepting of any collateral security for all or any part of the Guaranteed Indebtedness Obligations, this Guaranty Agreement, or this Guarantyany other guaranty; (vf) the taking or accepting of any other guaranty for all or any part of the Guaranteed IndebtednessObligations; (vig) any failure by Lender to acquire, perfect perfect, or continue any lien or security interest or lien on collateral Collateral securing all or any part of the Guaranteed Indebtedness Obligations or on any property securing this GuarantyGuaranty Agreement; (viih) any exchange, release, or subordination of any security interest or lien on any Collateral, or any release, amendment, waiver, or subordination of any term of any guaranty of the Guaranteed Obligations or any other impairment of any collateral security or guaranty now or hereafter securing all or any part of the Guaranteed Indebtedness or this GuarantyObligations; (viiii) any failure by Lender to sell dispose of any collateral security at any time securing all or any part of the Guaranteed Indebtedness Obligations or this Guaranty Agreement in a commercially reasonable manner or as otherwise may be required by lawany Applicable Law; (ixj) any merger, reorganization, consolidation, or dissolution of any Borrower or any other Person at any time liable for any of the Obligations, any sale, lease, or transfer of any or all of the assets of any Borrower or any other Person at any time liable for any of the Obligations, or any change in name, business, organization, location, composition, structure, or organization of any Borrower or any other Person at any time liable for any of the Obligations; (k) any change of control or any other change in the capitalization or Equity Interest ownership of any Borrower or any other Person at any time liable for any of the Obligations; (l) any invalidity or unenforceability of or defect or deficiency in any of the Loan Documents or all or any part of the Guaranteed Obligations; (m) avoidance or subordination of the Guaranteed Obligations, or any portion thereof, (n) the unenforceability of all or any part of the Guaranteed Obligations against the Borrowers because any interest contracted for, charged, or received in respect of the Guaranteed Obligations exceeds the amount permitted by any Applicable Law; (o) any waiver, consent, extension, forbearance, or granting of any indulgence by Lender with respect to the Guaranteed Obligations or any provision of any of the Loan Documents; (p) any delay in or lack of enforcement of any remedies under the Loan Documents; (q) the act of creating all or any part of the Guaranteed Obligations is ultra xxxxx, or the officers or other representatives creating all or any part of the Guaranteed Obligations acted in excess of their authority; (r) any election of remedies by Lender; (s) any of the Loan Documents were forged; (t) the election by Lender in any proceeding under the Bankruptcy Code of the application of Section 1111(b)(2) thereof; (u) any borrowing or grant of a security interest by any Borrower as debtor-in-possession, under Section 364 of the Bankruptcy Code; (v) any use by a Borrower (whether with the consent of Lender or otherwise) of cash collateral during the pendency of any bankruptcy proceeding; (w) the making of post-petition loans or any other provision for the extension of post-petition credit to any Borrower as debtor-in-possession in any bankruptcy proceedings; (x) the disallowance in bankruptcy of all or any portion of the claims of Lender for payment of any of the Guaranteed Obligations; or (xy) any other circumstance which might otherwise constitute a legal or equitable discharge or defense available to, or discharge of, to any Borrower or any Guarantor (other guarantor of all or any part of than that the Guaranteed IndebtednessObligations shall have been paid and performed in full).

Obligations Not Impaired. This Guaranty and all of the obligations of Guarantor hereunder shall remain in full force and effect without regard to and shall not be affected or impaired by: (a) Guarantor agrees that its obligations hereunder shall not any renewal, extension, amendment, modification of or addition or supplement to the Indebtedness, or any documents given in connection with any of the Indebtedness (all of which may hereinafter be releasedreferred to as the "Agreements"); (b) any extension, diminished, impaired, reduced indulgence or affected by the occurrence other action or inaction in respect of any one or more of the following events: Agreements or the Indebtedness or any acceptance of security for, or other guaranties of, any of the Agreements or the Indebtedness, or any release, exchange, or alteration of any or all of such security or guaranties; (ic) the deathany default by Borrower under, disability or any lack of corporate power of Borrowerdue execution, Guarantor (except as provided in Paragraph 10 herein) invalidity or unenforceability of, or any irregularity or other ------------ guarantor defect in, any of all the Indebtedness or the Agreements; (d) any waiver by Lender of any required performance of any condition precedent or waiver of any requirement imposed by any of the Indebtedness or the Agreements; (e) any exercise or non-exercise of any right, remedy, power or privilege in respect of 81 this Guaranty or any part of the Guaranteed Indebtedness, Indebtedness or the Agreements; (iif) any receivershipsale, insolvencylease, bankruptcy transfer or other proceedings affecting Borrowerdisposition of the assets of Borrower to, or any consolidation or merger of Borrower with or into, any other person, corporation, or entity, or any transfer or other disposition by Guarantor or any other holder of any shares of capital stock of Borrower; (g) the addition of a new guarantor or guarantors or any suit against, compromise with or release of any other guarantor; (h) Lender's failure to use diligence in preserving the liability of any person with respect to the Indebtedness or bringing suit to enforce the collection of the Indebtedness; (i) any bankruptcy, insolvency, reorganization or similar proceedings involving or affecting Borrower; (j) any release or subordination of any security interest of Lender in the assets of Borrower; (k) any change in the status, composition, structure or name of Borrower, including, but not limited to, change by reason of merger, dissolution, consolidation, reorganization or addition or withdrawal of a partner or limited partner; (l) the validity or enforceability of any promissory note, loan document or other agreement evidencing all or any a part of the Guaranteed Indebtedness, or any of their respective property; (iiim) the partial any defense arising by reason of any disability or total release or discharge other defense of Borrower or any endorser, guarantor, co-maker or other guarantor of all or any part of the Guaranteed Indebtedness, or any other person or entity from the performance of any obligation contained in any instrument or agreement evidencing, governing or securing all or any part of the Guaranteed Indebtedness, whether occurring by reason of law or otherwise; (iv) the taking or accepting of any collateral for all or any part of the Guaranteed Indebtedness or this Guaranty; (v) the taking or accepting of any other guaranty for all or any part of the Guaranteed Indebtedness; (vi) any failure by Lender to acquire, perfect or continue any lien or security interest on collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty; (vii) the impairment of any collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty; (viii) any failure by Lender to sell any collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty in a commercially reasonable manner or as otherwise required by law; (ix) any invalidity or unenforceability of or defect or deficiency in any of the Loan Documentsperson; or (xn) any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense available toof a guarantor, or discharge of, Borrower or any other guarantor of all or any part of the Guaranteed Indebtednessthan a written release signed by Lender.

Obligations Not Impaired. (a) Guarantor agrees that its Guarantor's obligations hereunder shall not be released, diminished, impaired, reduced or affected by the occurrence of any one or more of the following events: (i) the death, disability or lack of corporate power of Borrower, Guarantor (except as provided in Paragraph paragraph 10 herein) or any other ------------ guarantor of all or any part of the Guaranteed Indebtedness, (ii) any receivership, insolvency, bankruptcy or other proceedings affecting Borrower, Guarantor or any other guarantor of all or any part of the Guaranteed Indebtedness, or any of their respective property; (iii) the partial or total release or discharge of Borrower or any other guarantor of all or any part par-t of the Guaranteed Indebtedness, or any other person or entity from the performance of any obligation contained in any instrument or agreement evidencing, governing or securing all or any part of the Guaranteed Indebtedness, whether occurring by reason of law or otherwise; (iv) the taking or accepting of any collateral for all or any part of the Guaranteed Indebtedness or this Guaranty; (v) the taking or accepting of any other guaranty for all or any part of the Guaranteed Indebtedness; (vi) any failure by Lender Bank to acquire, perfect or continue any lien or security interest on collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty; (vii) the impairment of any collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty; (viii) any failure by Lender Bank to sell any collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty in a commercially reasonable manner or as otherwise required by law; (ix) any invalidity or unenforceability of or defect or deficiency in any instrument or agreement evidencing, governing or securing all or any part of the Loan DocumentsGuaranteed Indebtedness or this Guaranty; or (x) any other circumstance circumstances which might otherwise constitute a defense available to, or discharge of, Borrower or any other guarantor of all or any part of the Guaranteed Indebtedness.

Obligations Not Impaired. (a) Guarantor agrees that its Guarantor's obligations hereunder shall not be released, diminished, impaired, reduced or affected by the occurrence of any one or more of the following events: (i) the death, disability or lack of corporate power of Borrower, Guarantor (except as provided in Paragraph paragraph 10 herein) or any other ------------ guarantor of all or any part of the Guaranteed Indebtedness, (ii) any receivership, insolvency, bankruptcy or other proceedings affecting Borrower, Guarantor or any other guarantor of all or any part of the Guaranteed Indebtedness, or any of their respective property; (iii) the partial or total release or discharge of Borrower or any other guarantor of all or any part of the Guaranteed Indebtedness, or any other person or entity from the performance of any obligation contained in any instrument or agreement evidencing, governing or securing all or any part of the Guaranteed Indebtedness, whether occurring by reason of law or otherwise; (iv) the taking or accepting of any collateral for all or any part of the Guaranteed Indebtedness or this Guaranty; (v) the taking or accepting of any other guaranty for all or any part of the Guaranteed Indebtedness; (vi) any failure by Lender Bank to acquire, perfect or continue any lien or security interest on collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty; (vii) the impairment of any collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty; (viii) any failure by Lender Bank to sell any collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty in a commercially reasonable manner or as otherwise required by law; (ix) any invalidity or unenforceability of or defect or deficiency in any instrument or agreement evidencing, governing or securing all or any part of the Loan DocumentsGuaranteed Indebtedness or this Guaranty; or (x) any other circumstance circumstances which might otherwise constitute a defense available to, or discharge of, Borrower or any other guarantor of all or any part of the Guaranteed Indebtedness.

Obligations Not Impaired. (a) Guarantor agrees that its obligations hereunder shall not be released, diminished, impaired, reduced or affected by the occurrence of any one or more of the following events: (i) the death, disability or lack of corporate power of Borrower, Guarantor (except as provided in Paragraph 10 paragraph 8 herein) or any other ------------ guarantor of all or any part of the Guaranteed Indebtedness, (ii) any receivership, insolvency, bankruptcy or other proceedings affecting Borrower, Guarantor or any other guarantor of all or any part of the Guaranteed Indebtedness, or any of their respective property; (iii) the partial or total release or discharge of Borrower or any other guarantor of all or any part of the Guaranteed Indebtedness, or any other person or entity from the performance of any obligation contained in any instrument or agreement evidencing, governing or securing all or any part of the Guaranteed Indebtedness, whether occurring by reason of law or otherwise; (iv) the taking or accepting of any collateral for all or any part of the Guaranteed Indebtedness or this Guaranty; (v) the taking or accepting of any other guaranty for all or any part of the Guaranteed Indebtedness; (vi) any failure by Lender KBK to acquire, perfect or continue any lien or security interest on collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty; (vii) the impairment of any collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty; (viii) any failure by Lender KBK to sell any collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty in a commercially reasonable manner or as otherwise required by law; (ix) any invalidity or unenforceability of or defect or deficiency in any of the Loan Financing Documents; or (x) any other circumstance which might otherwise constitute a defense available to, or discharge of, Borrower or any other guarantor of all or any part of the Guaranteed Indebtedness.defense

Obligations Not Impaired. (a) Guarantor agrees that its obligations hereunder shall not be released, diminished, impaired, reduced or affected by the occurrence of any one or more of the following events: (i) the death, disability or lack of corporate power of Borrower, Guarantor (except as provided in Paragraph 10 paragraph 8 herein) or any other ------------ guarantor of all or any part of the Guaranteed Indebtedness, (ii) any receivership, insolvency, bankruptcy or other proceedings affecting Borrower, Guarantor or any other guarantor of all or any part of the Guaranteed Indebtedness, or any of their respective property; (iii) the partial or total release or discharge of Borrower or any other guarantor of all or any part of the Guaranteed Indebtedness, or any other person or entity from the performance of any obligation contained in any instrument or agreement evidencing, governing or securing all or any part of the Guaranteed Indebtedness, whether occurring by reason of law or otherwise; (iv) the taking or accepting of any collateral for all or any part of the Guaranteed Indebtedness or this Guaranty; (v) the taking or accepting of any other guaranty for all or any part of the Guaranteed Indebtedness; (vi) any failure by Lender KBK to acquire, perfect or continue any lien or security interest on collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty; (vii) the impairment of any collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty; (viii) any failure by Lender KBK to sell any collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty in a commercially reasonable manner or as otherwise required by law; (ix) any invalidity or unenforceability of or defect or deficiency in any of the Loan Documents; or (x) any other circumstance which might otherwise constitute a defense available to, or discharge of, Borrower or any other guarantor of all or any part of the Guaranteed Indebtedness.

Obligations Not Impaired. (a) 1. Guarantor agrees that its Guarantor's obligations hereunder shall not be released, diminished, impaired, reduced or affected by the occurrence of any one or more of the following events: (i) the death, disability or lack of corporate power of Borrower, Guarantor (except as provided in Paragraph 10 herein) or any other ------------ guarantor of all or any part of the Guaranteed Indebtedness, (ii) any receivership, insolvency, bankruptcy or other proceedings affecting Borrower, Guarantor or any other guarantor of all or any part of the Guaranteed Indebtedness, or any of their respective property; (iii) the partial or total release or discharge of Borrower or any other guarantor of all or any part of the Guaranteed Indebtedness, or any other person or entity from the performance of any obligation contained in any instrument or agreement evidencing, governing or securing all or any part of the Guaranteed Indebtedness, whether occurring by reason of law or otherwise; (iv) the taking or accepting of any collateral for all or any part of the Guaranteed Indebtedness or this Guaranty; (v) the taking or accepting of any other guaranty for all or any part of the Guaranteed Indebtedness; (vi) any failure by Lender Bank to acquire, perfect or continue any lien or security interest on collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty; (vii) the impairment of any collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty; (viii) any failure by Lender Bank to sell any collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty in a commercially reasonable manner or as otherwise required by law; (ix) any invalidity or unenforceability of or defect or deficiency in any instrument or agreement evidencing, governing or securing all or any part of the Loan DocumentsGuaranteed Indebtedness or this Guaranty; or (x) any other circumstance circumstances which might otherwise constitute a defense available to, or discharge of, Borrower or any other guarantor of all or any part of the Guaranteed Indebtedness.

Obligations Not Impaired. (a) Each Guarantor hereby agrees that its obligations hereunder under the Loan Documents shall not be released, discharged, diminished, impaired, reduced reduced, or affected for any reason or by the occurrence of any event, including, without limitation, one or more of the following events, whether or not with notice to or the consent of any Guarantor: (i) the death, disability or lack of corporate power of Borrower, Guarantor (except as provided in Paragraph 10 herein) or any other ------------ guarantor of all or any part of the Guaranteed Indebtedness, (ii) any receivership, insolvency, bankruptcy or other proceedings affecting Borrower, Guarantor or any other guarantor of all or any part of the Guaranteed Indebtedness, or any of their respective property; (iii) the partial or total release or discharge of Borrower or any other guarantor of all or any part of the Guaranteed Indebtedness, or any other person or entity from the performance of any obligation contained in any instrument or agreement evidencing, governing or securing all or any part of the Guaranteed Indebtedness, whether occurring by reason of law or otherwise; (iva) the taking or accepting of collateral as security for any collateral for or all or any part of the Guaranteed Indebtedness or this Guaranty; (v) the taking release, surrender, exchange, or accepting subordination of any other guaranty for collateral now or hereafter securing any or all or any part of the Guaranteed Indebtedness; (vib) any failure by Lender to acquirepartial release of the liability of any Guarantor hereunder, perfect or continue the full or partial release of any lien other guarantor from liability for any or security interest on collateral securing all of the Guaranteed Indebtedness; (c) any disability of any Borrower, or the dissolution, insolvency, or bankruptcy of any Borrower, any Guarantor, or any part other party at any time liable for the payment of any or all of the Guaranteed Indebtedness; (d) any renewal, extension, modification, waiver, amendment, or rearrangement of any or all of the Guaranteed Indebtedness or this Guarantyany instrument, document, or agreement evidencing, securing, or otherwise relating to any or all of the Guaranteed Indebtedness; (viie) any adjustment, indulgence, forbearance, waiver, or compromise that may be granted or given by Administrative Agent or any other Credit Party to any Borrower, any Guarantor, or any other party ever liable for any or all of the Guaranteed Indebtedness; (f) any neglect, delay, omission, failure, or refusal of Administrative Agent or any other Credit Party to take or prosecute any action for the collection of any of the Guaranteed Indebtedness or to foreclose or take or prosecute any action in connection with any instrument, document, or agreement evidencing, securing, or otherwise relating to any or all of the Guaranteed Indebtedness; (g) the unenforceability or invalidity of any or all of the Guaranteed Indebtedness or of any instrument, document, or agreement evidencing, securing, or otherwise relating to any or all of the Guaranteed Indebtedness; (h) any payment by any Borrower or any other party to Administrative Agent or any other Credit Party is held to constitute a preference under applicable bankruptcy or insolvency law or if for any other reason Administrative Agent or any other Credit Party is required to refund any payment or pay the amount thereof to someone else; (i) the settlement or compromise of any of the Guaranteed Indebtedness; (j) the non-perfection of any security interest or lien securing any or all of the Guaranteed Indebtedness; (k) any impairment of any collateral securing any or all or any part of the Guaranteed Indebtedness or this GuarantyIndebtedness; (viiil) the failure of Administrative Agent or any failure by Lender other Credit Party to sell any collateral securing any or all or any part of the Guaranteed Indebtedness or this Guaranty in a commercially reasonable manner or as otherwise required by law; (ixm) any invalidity change in the corporate existence, structure, or unenforceability ownership of or defect or deficiency in any of the Loan DocumentsBorrower; or (xn) any other circumstance which might otherwise constitute a defense available to, or discharge of, any Borrower or any other guarantor of all or any part Guarantor (other than the Full Satisfaction of the Guaranteed IndebtednessObligations).

Obligations Not Impaired. (a) Guarantor agrees that its obligations hereunder under this Guaranty shall not be released, diminished, impaired, reduced or affected by the occurrence of any one anyone or more of the following events: (i) the death, disability or lack of corporate power of Borrower, Guarantor (except as provided in Paragraph 10 herein) or any other ------------ guarantor of all or any part of the Guaranteed Indebtedness, (ii) any receivership, insolvencyinsolvency bankruptcy, bankruptcy disability or other proceedings affecting Borrower, Guarantor or any other guarantor of all or any part of the Guaranteed Indebtedness, or any of their respective property; (iii) the partial or total release or discharge of Borrower or any other guarantor of all or any part of the Guaranteed Indebtedness, or any other person or entity from the performance of any obligation contained in any instrument or agreement evidencing, governing or securing all or any part of the Guaranteed Indebtedness, whether occurring by reason of law or otherwise; (iv) the taking or accepting of any collateral for all or any part of the Guaranteed Indebtedness or this Guaranty; (v) the taking or accepting of any other guaranty for all or any part of the Guaranteed Indebtedness; (vi) any failure by Lender Bank to acquire, perfect or continue any lien or security interest on collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty; (vii) the impairment of any collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty; (viii) any failure by Lender Bank to sell any collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty in a commercially reasonable manner or as otherwise required by law; (ix) any invalidity or unenforceability of or defect or of deficiency in any of the Loan Documents; or (x) any other circumstance which might otherwise constitute a defense available to, or discharge of, Borrower Borrower, Guarantor or any other guarantor of all or any part of the Guaranteed Indebtedness.

Obligations Not Impaired. (a) The Guarantor agrees that its obligations hereunder shall not be released, diminished, impaired, reduced reduced, or affected by the occurrence of any one or more of the following events: (ia) the death, disability or lack of corporate power organizational authority of any Borrower, Guarantor ; (except as provided in Paragraph 10 herein) or any other ------------ guarantor of all or any part of the Guaranteed Indebtedness, (iib) any receivership, insolvency, bankruptcy bankruptcy, or other proceedings affecting any Borrower, Guarantor or any other guarantor of all or any part of the Guaranteed IndebtednessCredit Party, or any of their respective property; (iiic) the partial or total release or discharge of any Borrower or any other guarantor of all or any part of the Guaranteed Indebtedness, or any other person or entity Person from the performance of any obligation contained in any instrument or agreement evidencing, governing governing, or securing all or any part of the Guaranteed IndebtednessObligations, whether occurring by reason pursuant to any Requirement of law Law or otherwise; (ivd) any change in the time, manner, or place of payment of, or in any other term of, or any increase in the amount of, all the Guaranteed Obligations, or any portion thereof, or any other amendment or waiver of any term of, or any consent to departure from any requirement of, any of the Credit Documents; (e) the taking or accepting of any collateral security for all or any part of the Guaranteed Indebtedness Obligations, this Guaranty Agreement, or this any other Guaranty; (vf) the taking or accepting of any other guaranty Guaranty for all or any part of the Guaranteed IndebtednessObligations; (vig) any failure by Lender to acquire, perfect perfect, or continue any lien or security interest Lien on collateral Collateral securing all or any part of the Guaranteed Indebtedness Obligations or on any other property securing this GuarantyGuaranty Agreement; (viih) any exchange, release, or subordination of any Lien on any Collateral, or any release, amendment, waiver, or subordination of any term of any guaranty of the Guaranteed Obligations or any other impairment of any collateral security or guaranty now or hereafter securing all or any part of the Guaranteed Indebtedness or this GuarantyObligations; (viiii) any failure by Lender to sell dispose of any collateral security at any time securing all or any part of the Guaranteed Indebtedness Obligations or this Guaranty Agreement in a commercially reasonable manner or as otherwise may be required by lawany Requirement of Law; (ixj) any merger, reorganization, consolidation, or dissolution of any Borrower, the Guarantor, any other Credit Party, or any other guarantor of the Obligations, any sale, lease, or transfer of any or all of the assets of any Borrower, the Guarantor, any other Credit Party, or any other guarantor of the Obligations, or any change in name, business, organization, location, composition, structure, or organization of any Borrower, the Guarantor, or any other guarantor of the Obligations; (k) any Change of Control or any other change in the shareholders of any Borrower, the Guarantor, any other Credit Party, or any other guarantor of the Obligations; (l) any invalidity or unenforceability of or defect or deficiency in any of the Loan Credit Documents; (m) avoidance or subordination of the Guaranteed Obligations, or any portion thereof, (n) the unenforceability of all or any part of the Guaranteed Obligations against any Borrower because any interest contracted for, charged, or received in respect of the Guaranteed Obligations exceeds the amount permitted by any Requirement of Law; (o) any waiver, consent, extension, forbearance, or granting of any indulgence by the Agents or the Lenders with respect to the Guaranteed Obligations or any provision of any of the Credit Documents; (p) any delay in or lack of enforcement of any remedies under the Credit Documents; (q) the act of creating all or any part of the Guaranteed Obligations is ultra xxxxx, or the officers or other representatives creating all or any part of the Guaranteed Obligations acted in excess of their authority; (r) any election of remedies by any of the Agents or any of the Lenders; (s) any of the Credit Documents were forged; (t) the election by any of the Agents or any of the Lenders in any proceeding under the Bankruptcy Code of the application of Section 1111(b)(2) thereof; (u) any borrowing or grant of a security interest by any Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (v) the disallowance in bankruptcy of all or any portion of the claims of any of the Agents or any of the Lenders for payment of any of the Guaranteed Obligations; or (xw) any other circumstance which might otherwise constitute a legal or equitable discharge or defense available to, or discharge of, to any Borrower or any the Guarantor (other guarantor of all or any part of than that the Guaranteed IndebtednessObligations shall have been indefeasibly paid and performed in full).

Obligations Not Impaired. (a) Guarantor agrees that its obligations hereunder under this Guaranty Agreement shall not be released, diminished, impaired, reduced reduced, or affected by the occurrence of any one or more of the following events: (ia) the death, disability or lack of corporate power organizational authority of Borrower, Guarantor Company; (except as provided in Paragraph 10 herein) or any other ------------ guarantor of all or any part of the Guaranteed Indebtedness, (iib) any receivership, insolvency, bankruptcy bankruptcy, or other proceedings affecting Borrower, Guarantor Company or any other guarantor of all or any part of the Guaranteed Indebtedness, or any of their respective its property; (iiic) the partial or total release or discharge of Borrower Company or any other guarantor of all or any part of the Guaranteed Indebtedness, or any other person or entity Person from the performance of any obligation contained in any instrument or agreement evidencing, governing governing, or securing all or any part of the Guaranteed IndebtednessObligations, whether occurring by reason of law pursuant to any Applicable Law or otherwise; (ivd) any change in the time, manner, or place of payment of, or in any other term of, or any increase or decrease in the amount of, all the Guaranteed Obligations, or any portion thereof, or any other amendment or waiver of any term of, or any consent to departure from any requirement of, any of the Loan Documents; (e) the taking or accepting of any collateral security for all or any part of the Guaranteed Indebtedness Obligations, this Guaranty Agreement, or this any other Guaranty; (vf) the taking or accepting of any other guaranty Guaranty for all or any part of the Guaranteed IndebtednessObligations; (vig) any failure by Lender to acquire, perfect perfect, or continue any lien or security interest or lien on collateral Collateral securing all or any part of the Guaranteed Indebtedness Obligations or on any property securing this GuarantyGuaranty Agreement; (viih) any exchange, release, or subordination of any security interest or lien on any Collateral, or any release, amendment, waiver, or subordination of any term of any guaranty of the Guaranteed Obligations or any other impairment of any collateral security or guaranty now or hereafter securing all or any part of the Guaranteed Indebtedness or this GuarantyObligations; (viiii) any failure by Lender to sell dispose of any collateral security at any time securing all or any part of the Guaranteed Indebtedness Obligations or this Guaranty Agreement in a commercially reasonable manner or as otherwise may be required by lawany Applicable Law; (ixj) any merger, reorganization, consolidation, or dissolution of Company, Guarantor, or any other Person at any time liable for any of the Obligations, any sale, lease, or transfer of any or all of the assets of Company, Guarantor, or any other Person at any time liable for any of the Obligations, or any change in name, business, organization, location, composition, structure, or organization of Company, Guarantor or any other Person at any time liable for any of the Obligations; (k) any change of control or any other change in the capitalization or Equity Interest ownership of Company, Guarantor or any other Person at any time liable for any of the Obligations; (l) any invalidity or unenforceability of or defect or deficiency in any of the Loan Documents; (m) avoidance or subordination of the Guaranteed Obligations, or any portion thereof, (n) the unenforceability of all or any part of the Guaranteed Obligations against Company because any interest contracted for, charged, or received in respect of the Guaranteed Obligations exceeds the amount permitted by any Applicable Law; (o) any waiver, consent, extension, forbearance, or granting of any indulgence by Administrative Agent or any Lender with respect to the Guaranteed Obligations or any provision of any of the Loan Documents; (p) any delay in or lack of enforcement of any remedies under the Loan Documents; (q) the act of creating all or any part of the Guaranteed Obligations is ultra vires, or the officers or other representatives creating all or xxx part of the Guaranteed Obligations acted in excess of their authority; (r) any election of remedies by Administrative Agent or any Lender; (s) any of the Loan Documents were forged; (t) the election by Administrative Agent or any Lender in any proceeding under the Bankruptcy Code of the application of Section 1111(b)(2) thereof; (u) any borrowing or grant of a security interest by Company as debtor-in-possession, under Section 364 of the Bankruptcy Code; (v) any use by Company (whether with the consent of Administrative Agent or otherwise) of cash collateral during the pendency of any bankruptcy proceeding; (w) the making of post-petition loans or any other provision for the extension of post-petition credit to Company as debtor-in-possession in any bankruptcy proceedings; (x) the disallowance in bankruptcy of all or any portion of the claims of Administrative Agent for payment of any of the Guaranteed Obligations; or (xy) any other circumstance which might otherwise constitute a legal or equitable discharge or defense available to, to Company or discharge of, Borrower or any Guarantor (other guarantor of all or any part of than that the Guaranteed IndebtednessObligations shall have been indefeasibly paid and performed in full).

Obligations Not Impaired. (a) Each Guarantor hereby agrees that its obligations hereunder under the Loan Documents shall not be released, discharged, diminished, impaired, reduced reduced, or affected for any reason or by the occurrence of any event, including, without limitation, one or more of the following events, whether or not with notice to or the consent of any Guarantor: (i) the death, disability or lack of corporate power of Borrower, Guarantor (except as provided in Paragraph 10 herein) or any other ------------ guarantor of all or any part of the Guaranteed Indebtedness, (ii) any receivership, insolvency, bankruptcy or other proceedings affecting Borrower, Guarantor or any other guarantor of all or any part of the Guaranteed Indebtedness, or any of their respective property; (iii) the partial or total release or discharge of Borrower or any other guarantor of all or any part of the Guaranteed Indebtedness, or any other person or entity from the performance of any obligation contained in any instrument or agreement evidencing, governing or securing all or any part of the Guaranteed Indebtedness, whether occurring by reason of law or otherwise; (iva) the taking or accepting of collateral as security for any collateral for or all or any part of the Guaranteed Indebtedness or this Guaranty; (v) the taking release, surrender, exchange, or accepting subordination of any other guaranty for collateral now or hereafter securing any or all or any part of the Guaranteed Indebtedness; (vib) any failure by Lender to acquirepartial release of the liability of any Guarantor hereunder, perfect or continue the full or partial release of any lien other guarantor from liability for any or security interest on collateral securing all of the Guaranteed Indebtedness; (c) any disability of the Borrower, any Guarantor or any part other Person, or the dissolution, insolvency, or bankruptcy of the Borrower, any Guarantor, or any other Person at any time liable for the payment of any or all of the Guaranteed Indebtedness; (d) any renewal, extension, modification, waiver, amendment, or rearrangement of any or all of the Guaranteed Indebtedness or this Guarantyany instrument, document, or agreement evidencing, securing, or otherwise relating to any or all of the Guaranteed Indebtedness; (viie) any adjustment, indulgence, forbearance, waiver, or compromise that may be granted or given by the Administrative Agent or any other Guaranteed Party to the Borrower, any Guarantor, or any other Person ever liable for any or all of the Guaranteed Indebtedness; (f) any neglect, delay, omission, failure, or refusal of the Administrative Agent or any other Guaranteed Party to take or prosecute any action for the collection of any of the Guaranteed Indebtedness or to foreclose or take or prosecute any action in connection with any instrument, document, or agreement evidencing, securing, or otherwise relating to any or all of the Guaranteed Indebtedness; (g) the unenforceability or invalidity of any or all of the Guaranteed Indebtedness or of any instrument, document, or agreement evidencing, securing, or otherwise relating to any or all of the Guaranteed Indebtedness; (h) any payment by the Borrower or any other Person to the Administrative Agent or any other Guaranteed Party is held to constitute a preference under applicable bankruptcy or insolvency law or if for any other reason the Administrative Agent or any other Guaranteed Party is required to refund any payment or pay the amount thereof to someone else; (i) the settlement or compromise of any of the Guaranteed Indebtedness; (j) the non-perfection of any security interest or lien securing any or all of the Guaranteed Indebtedness; (k) any impairment of any collateral securing any or all or any part of the Guaranteed Indebtedness or this GuarantyIndebtedness; (viiil) the failure of the Administrative Agent or any failure by Lender other Guaranteed Party to sell any collateral securing any or all or any part of the Guaranteed Indebtedness or this Guaranty in a commercially reasonable manner or as otherwise required by law; (ixm) any invalidity change in the corporate or unenforceability of other existence, structure, or defect or deficiency in any ownership of the Loan DocumentsBorrower or any Guarantor; or (xn) any other circumstance which might otherwise constitute a defense available to, or discharge of, the Borrower or any other guarantor of all or any part Guarantor (other than the Full Satisfaction of the Guaranteed IndebtednessObligations guaranteed hereby).

Obligations Not Impaired. (a) Guarantor agrees that its obligations hereunder shall not be released, diminished, impaired, reduced or affected by the occurrence of any one or more of the following events: (i) the death, disability or lack of corporate corporate, company, partnership or trust power of Borrower, Guarantor (except as provided in Paragraph Section 10 hereinbelow) or any other ------------ guarantor of all or any part of the Guaranteed Indebtedness, ; (ii) any receivership, insolvency, bankruptcy or other proceedings affecting Borrower, Guarantor or any other guarantor of all or any part of the Guaranteed Indebtedness, or any of their respective property; (iii) the partial or total release or discharge of Borrower or any other guarantor of all or any part of the Guaranteed Indebtedness, or any other person or entity from the performance of any obligation contained in any instrument or agreement evidencing, governing or securing all or any part of the Guaranteed Indebtedness, whether occurring by reason of law or otherwise; (iv) the taking or accepting of any collateral for all or any part of the Guaranteed Indebtedness or this Guaranty; (v) the taking or accepting of any other guaranty for all or any part of the Guaranteed Indebtedness; (vi) any failure by Lender to acquire, perfect or continue any lien or security interest on collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty; (vii) the impairment of any collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty; (viii) any failure by Lender to sell any collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty in a commercially reasonable manner or as otherwise required by law; (ix) any invalidity or unenforceability of or defect or deficiency in any of the Loan Documents; or (x) any other circumstance which might otherwise constitute a defense available to, or discharge of, Borrower or any other guarantor of all or any part of the Guaranteed Indebtedness.;

Obligations Not Impaired. (a) Guarantor agrees that its obligations hereunder shall not be released, diminished, impaired, reduced or affected by the occurrence of any one or more of the following events: (i) the death, disability or lack of corporate power of Borrower, Guarantor (except as provided in Paragraph 10 herein) or any other ------------ guarantor of all or any part of the Guaranteed Indebtedness, (ii) any receivership, insolvency, bankruptcy or other proceedings affecting Borrower, Guarantor or any other guarantor of all or any part of the Guaranteed Indebtedness, or any of their respective property; (iii) the partial or total release or discharge of Borrower or any other guarantor of all or any part of the Guaranteed Indebtedness, or any other person or entity from the performance of any obligation contained in any instrument or agreement evidencing, governing or securing all or any part of the Guaranteed Indebtedness, whether occurring by reason of law or otherwise; (iv) the taking or accepting of any collateral for all or any part of the Guaranteed Indebtedness or this Guaranty; (v) the taking or accepting of any other guaranty for all or any part of the Guaranteed Indebtedness; (vi) any failure by Lender to acquire, perfect or continue any lien or security interest on collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty; (vii) the impairment of any collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty; (viii) any failure by Lender to sell any collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty in a commercially reasonable manner or as otherwise required by law; (ix) any invalidity or unenforceability of or defect or deficiency in any of the Loan Documents; or (x) any other circumstance which might otherwise constitute a defense available to, or discharge of, Borrower or any other guarantor of all or any part of the Guaranteed Indebtedness, other than, subject to Subparagraph 7(b) below, the repayment and satisfaction or agreed settlement in full of the Guaranteed Indebtedness.

Obligations Not Impaired. (a) Guarantor agrees that its obligations hereunder shall not be released, diminished, impaired, reduced or affected by the occurrence of any one or more of the following events: (i) the death, disability or lack of corporate power of Borrower, Guarantor (except as provided in Paragraph 10 herein) or any other ------------ guarantor of all or any part of the Guaranteed Indebtedness, (ii) any receivership, insolvency, bankruptcy Bankruptcy or other proceedings affecting Borrower, Guarantor or any other guarantor of all or any part of the Guaranteed Indebtedness, or any of their respective property; (iii) the partial or total release or discharge of Borrower or any other guarantor of all or any part of the Guaranteed Indebtedness, or any other person or entity from the performance of any obligation contained in any instrument or agreement evidencing, governing or securing all or any part of the Guaranteed Indebtedness, whether occurring by reason of law or otherwise; (iv) the taking or accepting of any collateral for all or any part of the Guaranteed Indebtedness or this Guaranty; (v) the taking or accepting of any other guaranty for all or any part of the Guaranteed Indebtedness; (vi) any failure by Lender to acquire, perfect or continue any lien or security interest on collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty; (vii) the impairment of any collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty; (viii) any failure by Lender to sell any collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty in a commercially reasonable manner or as otherwise required by law; (ix) any invalidity or unenforceability of or defect or deficiency in any of the Loan Documents; or (x) any other circumstance which might otherwise constitute a defense available to, or discharge of, Borrower or any other guarantor of all or any part of the Guaranteed Indebtedness.

Obligations Not Impaired. (a) Each Guarantor agrees that its such Guarantor's obligations hereunder shall not be released, diminished, impaired, reduced or affected by the occurrence of any one or more of the following events: (i) the death, disability or lack of corporate power of Borrower, any Guarantor (except as provided in Paragraph 10 paragraph 11 herein) or any other ------------ guarantor of all or any part of the Guaranteed Indebtedness, (ii) any receivership, insolvency, bankruptcy or other proceedings affecting Borrower, any Guarantor or any other guarantor of all or any part of the Guaranteed Indebtedness, or any of their respective property; (iii) the partial or total release or discharge of Borrower or any other guarantor of all or any part of the Guaranteed Indebtedness, or any other person or entity from the performance of any obligation contained in any instrument or agreement evidencing, governing or securing all or any part of the Guaranteed Indebtedness, whether occurring by reason of law or otherwise; (iv) the taking or accepting of any collateral for all or any part of the Guaranteed Indebtedness or this Guaranty; (v) the taking or accepting of any other guaranty for all or any part of the Guaranteed Indebtedness; (vi) any failure by Lender Agent to acquire, perfect or continue any lien or security interest on collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty; (vii) the impairment of any collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty; (viii) any failure by Lender Agent to sell any collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty in a commercially reasonable manner or as otherwise required by law; (ix) any invalidity or unenforceability of or defect or deficiency in any instrument or agreement evidencing, governing or securing all or any part of the Loan DocumentsGuaranteed Indebtedness or this Guaranty; or (x) any other circumstance circumstances which might otherwise constitute a defense available to, or discharge of, Borrower or any other guarantor of all or any part of the Guaranteed Indebtedness.

Obligations Not Impaired. (a) Each Guarantor hereby agrees that its obligations hereunder under the Loan Documents shall not be released, discharged, diminished, impaired, reduced reduced, or affected for any reason or by the occurrence of any event, including, without limitation, one or more of the following events, whether or not with notice to or the consent of any Guarantor: (i) the death, disability or lack of corporate power of Borrower, Guarantor (except as provided in Paragraph 10 herein) or any other ------------ guarantor of all or any part of the Guaranteed Indebtedness, (ii) any receivership, insolvency, bankruptcy or other proceedings affecting Borrower, Guarantor or any other guarantor of all or any part of the Guaranteed Indebtedness, or any of their respective property; (iii) the partial or total release or discharge of Borrower or any other guarantor of all or any part of the Guaranteed Indebtedness, or any other person or entity from the performance of any obligation contained in any instrument or agreement evidencing, governing or securing all or any part of the Guaranteed Indebtedness, whether occurring by reason of law or otherwise; (iva) the taking or accepting of collateral as security for any collateral for or all or any part of the Guaranteed Indebtedness or this Guaranty; (v) the taking release, surrender, exchange, or accepting subordination of any other guaranty for collateral now or hereafter securing any or all or any part of the Guaranteed Indebtedness; (vib) any failure by Lender to acquirepartial release of the liability of any Guarantor hereunder, perfect or continue the full or partial release of any lien other guarantor from liability for any or security interest on collateral securing all of the Guaranteed Indebtedness; (c) any disability of any US Borrower, any Guarantor or any part other Person, or the dissolution, insolvency, or bankruptcy of any US Borrower, any Guarantor, or any other Person at any time liable for the payment of any or all of the Guaranteed Indebtedness; (d) any renewal, extension, modification, waiver, amendment, or rearrangement of any or all of the Guaranteed Indebtedness or this Guarantyany instrument, document, or agreement evidencing, securing, or otherwise relating to any or all of the Guaranteed Indebtedness; (viie) any adjustment, indulgence, forbearance, waiver, or compromise that may be granted or given by the Administrative Agent or any other Guaranteed Party to any US Borrower, any Guarantor, or any other Person ever liable for any or all of the Guaranteed Indebtedness; (f) any neglect, delay, omission, failure, or refusal of the Administrative Agent or any other Guaranteed Party to take or prosecute any action for the collection of any of the Guaranteed Indebtedness or to foreclose or take or prosecute any action in connection with any instrument, document, or agreement evidencing, securing, or otherwise relating to any or all of the Guaranteed Indebtedness; (g) the unenforceability or invalidity of any or all of the Guaranteed Indebtedness or of any instrument, document, or agreement evidencing, securing, or otherwise relating to any or all of the Guaranteed Indebtedness; (h) any payment by any US Borrower or any other Person to the Administrative Agent or any other Guaranteed Party is held to constitute a preference under applicable bankruptcy or insolvency law or if for any other reason the Administrative Agent or any other Guaranteed Party is required to refund any payment or pay the amount thereof to someone else; (i) the settlement or compromise of any of the Guaranteed Indebtedness; (j) the non-perfection of any security interest or lien securing any or all of the Guaranteed Indebtedness; (k) any impairment of any collateral securing any or all or any part of the Guaranteed Indebtedness or this GuarantyIndebtedness; (viiil) the failure of the Administrative Agent or any failure by Lender other Guaranteed Party to sell any collateral securing any or all or any part of the Guaranteed Indebtedness or this Guaranty in a commercially reasonable manner or as otherwise required by law; (ixm) any invalidity change in the corporate or unenforceability other existence, structure, or ownership of any US Borrower or defect or deficiency in any of the Loan DocumentsGuarantor; or (xn) any other circumstance which might otherwise constitute a defense available to, or discharge of, any US Borrower or any other guarantor of all or any part Guarantor (other than the Full Satisfaction of the Guaranteed IndebtednessObligations guaranteed hereby).

Obligations Not Impaired. (a) Each Guarantor agrees that that, subject to the provisions of paragraph 3 hereof and the terms and provisions of the Intercreditor Agreement, its obligations hereunder shall not be released, diminished, impaired, reduced reduced, or affected by the occurrence of any one or more of the following events: (ia) the death, disability or lack of corporate power organizational authority of Borrower, Guarantor Company; (except as provided in Paragraph 10 herein) or any other ------------ guarantor of all or any part of the Guaranteed Indebtedness, (iib) any receivership, insolvency, bankruptcy bankruptcy, or other proceedings affecting Borrower, Guarantor or any other guarantor of all or any part of the Guaranteed Indebtedness, Company or any of their its respective property; (iiic) the partial or total release or discharge of Borrower Company or any other guarantor of all or any part of the Guaranteed Indebtedness, or any other person or entity Person from the performance of any obligation contained in any instrument or agreement evidencing, governing governing, or securing all or any part of the Guaranteed IndebtednessObligations, whether occurring by reason of pursuant to any applicable law or otherwise; (ivd) any change in the time, manner, or place of payment of, or in any other term of, or any increase in the amount of, all the Guaranteed Obligations, or any portion thereof, or any other amendment or waiver of any term of, or any consent to departure from any requirement of, any of the Trade Creditor Lien Documents; (e) the taking or accepting of any collateral security for all or any part of the Guaranteed Indebtedness Obligations, this Guaranty Agreement, or this Guarantyany other guaranty; (vf) the taking or accepting of any other guaranty for all or any part of the Guaranteed IndebtednessObligations; (vig) any failure by Lender to acquire, perfect perfect, or continue any lien or security interest on collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty; (vii) the impairment of any collateral securing all or any part of the Guaranteed Indebtedness Obligations or this Guarantyon any other guaranty of the Guaranteed Obligations; (viiih) any failure by Lender to sell exchange, release, or subordination of any lien on any Collateral, or any release, amendment, waiver, or subordination of any term of any guaranty of the Guaranteed Obligations or any other impairment of any collateral security or guaranty now or hereafter securing all or any part of the Guaranteed Indebtedness Obligations; (i) any failure to dispose of any collateral security at any time securing all or any part of the Guaranteed Obligations or this Guaranty Agreement in a commercially reasonable manner or as otherwise may be required by any applicable law; (ixj) any merger, reorganization, consolidation, or dissolution of Company, any Guarantor, or any other guarantor of the Guaranteed Obligations, any sale, lease, or transfer of any or all of the assets of Company, any Guarantor, or any other guarantor of the Guaranteed Obligations, or any change in name, business, organization, location, composition, structure, or organization of Company, any Guarantor, or any other guarantor of the Guaranteed Obligations; (k) any change in the shareholders of Company, any Guarantor, or any other guarantor of the Guaranteed Obligations; (l) any invalidity or unenforceability of or defect or deficiency in any of the Loan Trade Creditor Lien Documents; (m) avoidance or subordination of the Guaranteed Obligations, or any portion thereof, (n) the unenforceability of all or any part of the Guaranteed Obligations against Company because any interest contracted for, charged, or received in respect of the Guaranteed Obligations exceeds the amount permitted by any applicable law; (o) any waiver, consent, extension, forbearance, or granting of any indulgence by the Collateral Trustee or the Approved Trade Creditors with respect to the Guaranteed Obligations or any provision of any of the Trade Creditor Lien Documents; (p) any delay in or lack of enforcement of any remedies under the Trade Creditor Lien Documents; (q) the act of creating all or any part of the Guaranteed Obligations is ultra xxxxx, or the officers or other representatives creating all or any part of the Guaranteed Obligations acted in excess of their authority; (r) any election of remedies by the Collateral Trustee or the Approved Trade Creditors; (s) any of the Trade Creditor Lien Documents were forged; (t) the election by the Collateral Trustee or any of the Approved Trade Creditors in any proceeding under the Bankruptcy Code of the application of Section 1111(b)(2) thereof; (u) any borrowing or grant of a security interest by Company, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (v) the disallowance in bankruptcy of all or any portion of the claims of the Collateral Trustee or any of the Approved Trade Creditors for payment of any of the Guaranteed Obligations; or (xw) any other circumstance which might otherwise constitute a legal or equitable discharge or defense available to, or discharge of, Borrower to Company or any Guarantor (other guarantor of all or any part of than that the Guaranteed IndebtednessObligations shall have been paid and performed in full).

Obligations Not Impaired. (a) Guarantor agrees that its obligations hereunder under this Guaranty Agreement shall not be released, diminished, impaired, reduced reduced, or affected by the occurrence of any one or more of the following events: (ia) the death, disability or lack of corporate power organizational authority of Borrower, Guarantor Client; (except as provided in Paragraph 10 herein) or any other ------------ guarantor of all or any part of the Guaranteed Indebtedness, (iib) any receivership, insolvency, bankruptcy bankruptcy, or other proceedings affecting Borrower, Guarantor Client or any other guarantor of all or any part of the Guaranteed Indebtedness, or any of their respective property; (iiic) the partial or total release or discharge of Borrower Client or any other guarantor of all or any part of the Guaranteed Indebtedness, or any other person or entity Person from the performance of any obligation contained in any instrument or agreement evidencing, governing governing, or securing all or any part of the Guaranteed IndebtednessObligations, whether occurring by reason of law pursuant to any Applicable Law or otherwise; (ivd) any change in the time, manner, or place of payment of, or in any other term of, or any increase or decrease in the amount of, all the Guaranteed Obligations, or any portion thereof, or any other amendment or waiver of any term of, or any consent to departure from any requirement of, any of the Finance Documents; (e) the taking or accepting of any collateral security for all or any part of the Guaranteed Indebtedness Obligations, this Guaranty Agreement, or this Guarantyany other guaranty; (vf) the taking or accepting of any other guaranty for all or any part of the Guaranteed IndebtednessObligations; (vig) any failure by Lender to acquire, perfect perfect, or continue any lien or security interest or lien on collateral Collateral securing all or any part of the Guaranteed Indebtedness Obligations or on any property securing this GuarantyGuaranty Agreement; (viih) any exchange, release, or subordination of any security interest or lien on any Collateral, or any release, amendment, waiver, or subordination of any term of any guaranty of the Guaranteed Obligations or any other impairment of any collateral security or guaranty now or hereafter securing all or any part of the Guaranteed Indebtedness or this GuarantyObligations; (viiii) any failure by Lender to sell dispose of any collateral security at any time securing all or any part of the Guaranteed Indebtedness Obligations or this Guaranty Agreement in a commercially reasonable manner or as otherwise may be required by lawany Applicable Law; (ixj) any merger, reorganization, consolidation, or dissolution of Client or any other Person at any time liable for any of the Obligations, any sale, lease, or transfer of any or all of the assets of Client or any other Person at any time liable for any of the Obligations, or any change in name, business, organization, location, composition, structure, or organization of Client or any other Person at any time liable for any of the Obligations; (k) any change of control or any other change in the capitalization or Equity Interest ownership of Client or any other Person at any time liable for any of the Obligations; (l) any invalidity or unenforceability of or defect or deficiency in any of the Loan Finance Documents; (m) avoidance or (x) any other circumstance which might otherwise constitute a defense available tosubordination of the Guaranteed Obligations, or discharge ofany portion thereof, Borrower or any other guarantor (n) the unenforceability of all or any part of the Guaranteed Indebtedness.Obligations against Client because any interest contracted for, charged, or received in respect of the Guaranteed Obligations exceeds the amount permitted by any Applicable Law; (o) any waiver, consent, extension, forbearance, or granting of any indulgence by FGI with respect to the Guaranteed Obligations or any provision of any of the Finance Documents; (p) any delay in or lack of enforcement of any remedies under the Finance Documents; (q) the act of creating all or any part of the Guaranteed Obligations is ultra xxxxx, or the officers or other representatives creating all or any part of the Guaranteed Obligations acted in excess of their authority; (r) any election of remedies by FGI; (s) any of the Finance Documents were forged; (t) the election by FGI in any proceeding under the Bankruptcy Code of the application of Section 1111(b)(2) thereof; (u) any borrowing or grant of a security interest by Client as debtor-in-possession, under Section 364 of the Bankruptcy Code; (v) any use by Client (whether with the consent of FGI or otherwise) of cash collateral during the pendency of any bankruptcy proceeding;

Obligations Not Impaired. (a) The Guarantor agrees that its obligations hereunder shall not be released, diminished, impaired, reduced reduced, or affected by the occurrence of any one or more of the following events: (ia) the death, disability or lack of corporate power organizational authority of any Borrower, Guarantor ; (except as provided in Paragraph 10 herein) or any other ------------ guarantor of all or any part of the Guaranteed Indebtedness, (iib) any receivership, insolvency, bankruptcy bankruptcy, or other proceedings affecting Borrower, Guarantor any Borrower or any other guarantor of all or any part of the Guaranteed Indebtedness, or any of their respective its property; (iiic) the partial or total release or discharge of any Borrower or any other guarantor of all or any part of the Guaranteed Indebtedness, or any other person or entity Person from the performance of any obligation contained in any instrument or agreement evidencing, governing governing, or securing all or any part of the Guaranteed IndebtednessObligations, whether occurring by reason pursuant to any Requirement of law Law or otherwise; (ivd) any change in the time, manner, or place of payment of, or in any other term of, or any increase in the amount of, all the Guaranteed Obligations, or any portion thereof, or any other amendment or waiver of any term of, or any consent to departure from any requirement of, any of the Loan Documents; (e) the taking or accepting of any collateral security for all or any part of the Guaranteed Indebtedness Obligations, this Guaranty Agreement, or this any other Guaranty; (vf) the taking or accepting of any other guaranty Guaranty for all or any part of the Guaranteed IndebtednessObligations; (vig) any failure by Lender to acquire, perfect perfect, or continue any lien or security interest Lien on collateral Collateral securing all or any part of the Guaranteed Indebtedness Obligations or on any other property securing this GuarantyGuaranty Agreement; (viih) any exchange, release, or subordination of any Lien on any Collateral, or any release, amendment, waiver, or subordination of any term of any guaranty of the Guaranteed Obligations or any other impairment of any collateral security or guaranty now or hereafter securing all or any part of the Guaranteed Indebtedness or this GuarantyObligations; (viiii) any failure by Lender to sell dispose of any collateral security at any time securing all or any part of the Guaranteed Indebtedness Obligations or this Guaranty Agreement in a commercially reasonable manner or as otherwise may be required by lawany Requirement of Law; (ixj) any merger, reorganization, consolidation, or dissolution of any Borrower, the Guarantor, or any other guarantor of the Obligations, any sale, lease, or transfer of any or all of the assets of any Borrower, the Guarantor, or any other guarantor of the Obligations, or any change in name, business, organization, location, composition, structure, or organization of any Borrower, the Guarantor, or any other guarantor of the Obligations; (k) any Change of Control or any other change in the shareholders of any Borrower, the Guarantor, or any other guarantor of the Obligations; (l) any invalidity or unenforceability of or defect or deficiency in any of the Loan Documents; (m) avoidance or subordination of the Guaranteed Obligations, or any portion thereof, (n) the unenforceability of all or any part of the Guaranteed Obligations against any Borrower because any interest contracted for, charged, or received in respect of the Guaranteed Obligations exceeds the amount permitted by any Requirement of Law; (o) any waiver, consent, extension, forbearance, or granting of any indulgence by the Agent or the Lenders with respect to the Guaranteed Obligations or any provision of any of the Loan Documents; (p) any delay in or lack of enforcement of any remedies under the Loan Documents; (q) the act of creating all or any part of the Guaranteed Obligations is ultra vires, or the officers or other representatives creating all or any xxxx of the Guaranteed Obligations acted in excess of their authority; (r) any election of remedies by the Agent or any of the Lenders; (s) any of the Loan Documents were forged; (t) the election by the Agent or any of the Lenders in any proceeding under the Bankruptcy Code of the application of Section 1111(b)(2) thereof; (u) any borrowing or grant of a security interest by any Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (v) the disallowance in bankruptcy of all or any portion of the claims of the Agent or any of the Lenders for payment of any of the Guaranteed Obligations; or (xw) any other circumstance which might otherwise constitute a legal or equitable discharge or defense available to, or discharge of, to any Borrower or any the Guarantor (other guarantor of all or any part of than that the Guaranteed IndebtednessObligations shall have been indefeasibly paid and performed in full).

Obligations Not Impaired. (a) Each Guarantor agrees that its obligations hereunder shall not be released, diminished, impaired, reduced reduced, or affected by the occurrence of any one or more of the following events: (i) the death, disability or lack of corporate power organizational authority of Borrower, Guarantor (except as provided in Paragraph 10 herein) any of the Borrowers or any other ------------ guarantor of all or any part of the Guaranteed Indebtedness, Obligor; (ii) any receivership, insolvency, bankruptcy bankruptcy, or other proceedings affecting Borrower, Guarantor the Borrowers or any other guarantor of all Obligor or any part of the Guaranteed Indebtedness, or any of their respective its property; (iii) the partial or total release or discharge of Borrower the Borrowers or any other guarantor of all Obligor or any part of the Guaranteed Indebtedness, or any other person or entity Person from the performance of any obligation contained in any instrument or agreement evidencing, governing governing, or securing all or any part of the Guaranteed IndebtednessObligations, whether occurring by reason of law pursuant to any Applicable Law or otherwise; (iv) any change in the taking time, manner, or accepting place of payment of, or in any other term of, or any increase in the amount of, all the Guaranteed Obligations, or any portion thereof, or any other amendment or waiver of any collateral for all term of, or any part consent to departure from any requirement of, any of the Guaranteed Indebtedness or this GuarantyLoan Documents; (v) the taking or accepting of any other guaranty collateral security for all or any part of the Guaranteed IndebtednessObligations, this Guaranty Agreement, or any other Guaranty; (vi) the taking or accepting of any other Guaranty for all or any part of the Guaranteed Obligations; (vii) any failure by Lender to acquire, perfect perfect, or continue any lien or security interest Lien on collateral Collateral securing all or any part of the Guaranteed Indebtedness Obligations or on any other property securing this GuarantyGuaranty Agreement; (viiviii) any exchange, release, or subordination of any Lien on any Collateral, or any release, amendment, waiver, or subordination of any term of any guaranty of the Guaranteed Obligations or any other impairment of any collateral security or guaranty now or hereafter securing all or any part of the Guaranteed Indebtedness or this GuarantyObligations; (viiiix) any failure by Lender to sell dispose of any collateral security at any time securing all or any part of the Guaranteed Indebtedness Obligations or this Guaranty Agreement in a commercially reasonable manner or as otherwise may be required by lawany Applicable Law; (ixx) any merger, reorganization, consolidation, or dissolution of any of the Borrowers, such Guarantor, or any other Obligor, any sale, lease, or transfer of any or all of the assets of any of the Borrowers, such Guarantor, or any other Obligor, or any change in name, business, organization, location, composition, structure, or organization of any of the Borrowers, the Guarantor, or any other Obligor; (xi) any Change of Control or any other change in the shareholders of any of the Borrowers, such Guarantor, or any other Obligor; (xii) any invalidity or unenforceability of or defect or deficiency in any of the Loan Documents; (xiii) avoidance or subordination of the Guaranteed Obligations, or any portion thereof; (xiv) the unenforceability of all or any part of the Guaranteed Obligations against any of the Borrowers because any interest contracted for, charged, or received in respect of the Guaranteed Obligations exceeds the amount permitted by any Applicable Law; (xv) any waiver, consent, extension, forbearance, or granting of any indulgence by the Lenders with respect to the Guaranteed Obligations or any provision of any of the Loan Documents; (xvi) any delay in or lack of enforcement of any remedies under the Loan Documents; (xvii) the act of creating all or any part of the Guaranteed Obligations is ultra xxxxx, or the officers or other representatives creating all or any part of the Guaranteed Obligations acted in excess of their authority; (xviii) any election of remedies by any of the Lenders; (xix) any of the Loan Documents were forged; (xx) the election by any of the Lenders in any proceeding under the Bankruptcy Code of the application of Section 1111(b)(2) thereof; (xxi) any borrowing or grant of a security interest by any of the Borrowers or any other Obligor, as debtor-in-possession, under Section 364 of the Bankruptcy Code, or the use of cash collateral by any of the Borrowers, or any consent by the Agent and the Lenders to any of the foregoing; (xxii) the disallowance in bankruptcy of all or any portion of the claims of any of the Lenders for payment of any of the Guaranteed Obligations; or (xxxiii) any other circumstance which might otherwise constitute a legal or equitable discharge or defense available toto any of the Borrowers, or discharge ofsuch Guarantor, Borrower or any other guarantor of all or any part of Obligor (other than that the Guaranteed IndebtednessObligations shall have been indefeasibly paid and performed in full).

Obligations Not Impaired. (a) Guarantor agrees that its his obligations hereunder and under the other Loan Documents to which he is a party shall not be released, diminished, impaired, reduced or affected by the occurrence of any one or more of the following events: (i) the death, disability or lack of corporate power organizational authority of Borrower, Guarantor (except as provided in Paragraph 10 herein) Borrower or any other ------------ guarantor of all or any part of the Guaranteed Indebtedness, Obligor; (ii) any receivership, insolvency, bankruptcy or other proceedings affecting Borrower, Guarantor Borrower or any other guarantor of all Obligor or any part of the Guaranteed Indebtedness, or any of their respective its property; (iii) the partial or total release or discharge of Borrower or any other guarantor of all Obligor or any part of the Guaranteed Indebtedness, or any other person or entity Person from the performance of any obligation contained in any instrument or agreement evidencing, governing or securing all or any part of the Guaranteed IndebtednessObligations, whether occurring by reason of law pursuant to any Applicable Law or otherwise; (iv) any change in the time, manner or place of payment of, or in any other term of, or any increase in the amount of, all the Guaranteed Obligations, or any portion thereof, or any other amendment or waiver of any term of, or any consent to departure from any requirement of, any of the Loan Documents; (v) the taking or accepting of any collateral security for all or any part of the Guaranteed Indebtedness Obligations, this Guaranty Agreement or this Guarantyany other guaranty; (vvi) the taking or accepting of any other guaranty for all or any part of the Guaranteed IndebtednessObligations; (vivii) any failure by Lender to acquire, perfect or continue any lien or security interest Lien on collateral Collateral securing all or any part of the Guaranteed Indebtedness Obligations or on any other property securing this GuarantyGuaranty Agreement; (viiviii) any exchange, release or subordination of any Lien on any Collateral, or any release, amendment, waiver or subordination of any term of any guaranty of the Guaranteed Obligations or any other impairment of any collateral security or guaranty now or hereafter securing all or any part of the Guaranteed Indebtedness or this GuarantyObligations; (viiiix) any failure by Lender to sell dispose of any collateral security at any time securing all or any part of the Guaranteed Indebtedness or this Guaranty Obligations in a commercially reasonable manner or as otherwise may be required by lawany Applicable Law; (ixx) any merger, reorganization, consolidation or dissolution of Borrower or any other Obligor, any sale, lease or transfer of any or all of the assets of Borrower or any other Obligor, or any change in name, business, organization, location, composition, structure or organization of Borrower or any other Obligor; (xi) any Change of Control or any other change in the shareholders of Borrower or any other Obligor; (xii) any invalidity or unenforceability of or defect or deficiency in any of the Loan Documents; (xiii) avoidance or subordination of the Guaranteed Obligations, or any portion thereof; (xiv) the unenforceability of all or any part of the Guaranteed Obligations against Borrower because any interest contracted for, charged, or received in respect of the Guaranteed Obligations exceeds the amount permitted by any Applicable Law; (xv) any waiver, consent, extension, forbearance, or granting of any indulgence by Lender with respect to the Guaranteed Obligations or any provision of any of the Loan Documents; (xvi) any delay in or lack of enforcement of any remedies under the Loan Documents; (xvii) the act of creating all or any part of the Guaranteed Obligations is ultra vxxxx, or the officers or other representatives creating all or any part of the Guaranteed Obligations acted in excess of their authority; (xviii) any election of remedies by Lender; (xix) any of the Loan Documents were forged; (xx) the election by Lender in any proceeding under the Bankruptcy Code of the application of Section 1111(b)(2) thereof; (xxi) any borrowing or grant of a security interest by Borrower or any other Obligor, as debtor-in-possession, under Section 364 of the Bankruptcy Code, or the use of cash collateral by Borrower, or any consent by Lender to any of the foregoing; (xxii) the disallowance in bankruptcy of all or any portion of the claims of any of Lender for payment of any of the Guaranteed Obligations; or (xxxiii) any other circumstance which might otherwise constitute a legal or equitable discharge or defense available toto Borrower, or discharge ofGuarantor, Borrower or any other guarantor of all or any part Obligor (other than Full Payment of the Guaranteed IndebtednessObligations).

Obligations Not Impaired. (a) The Guarantor agrees that its the Guarantor's obligations hereunder shall not be released, diminished, impaired, reduced or affected by the occurrence of any one or more of the following events: (i) the death, disability or lack of corporate power of Borrower, the Guarantor (except as provided in Paragraph 10 paragraph 11 herein) or any other ------------ guarantor of all or any part of the Guaranteed Indebtedness, (ii) any receivership, insolvency, bankruptcy or other proceedings affecting Borrower, the Guarantor or any other guarantor of all or any part of the Guaranteed Indebtedness, or any of their respective property; (iii) the partial or total release or discharge of Borrower or any other guarantor of all or any part of the Guaranteed Indebtedness, or any other person or entity from the performance of any obligation contained in any instrument or agreement evidencing, governing or securing all or any part of the Guaranteed Indebtedness, whether occurring by reason of law or otherwise; (iv) the taking or accepting of any collateral for all or any part of the Guaranteed Indebtedness or this Guaranty; (v) the taking or accepting of any other guaranty for all or any part of the Guaranteed Indebtedness; (vi) any failure by Lender Agent to acquire, perfect or continue any lien or security interest on collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty; (vii) the impairment of any collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty; (viii) any failure by Lender Agent to sell any collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty in a commercially reasonable manner or as otherwise required by law; (ix) any invalidity or unenforceability of or defect or deficiency in any instrument or agreement evidencing, governing or securing all or any part of the Loan DocumentsGuaranteed Indebtedness or this Guaranty; or (x) any other circumstance circumstances which might otherwise constitute a defense available to, or discharge of, Borrower or any other guarantor of all or any part of the Guaranteed Indebtedness.

Obligations Not Impaired. (a) Each Guarantor hereby agrees that its obligations hereunder under the Loan Documents shall not be released, discharged, diminished, impaired, reduced reduced, or affected for any reason or by the occurrence of any event, including, without limitation, one or more of the following events, whether or not with notice to or the consent of any Guarantor: (i) the death, disability or lack of corporate power of Borrower, Guarantor (except as provided in Paragraph 10 herein) or any other ------------ guarantor of all or any part of the Guaranteed Indebtedness, (ii) any receivership, insolvency, bankruptcy or other proceedings affecting Borrower, Guarantor or any other guarantor of all or any part of the Guaranteed Indebtedness, or any of their respective property; (iii) the partial or total release or discharge of Borrower or any other guarantor of all or any part of the Guaranteed Indebtedness, or any other person or entity from the performance of any obligation contained in any instrument or agreement evidencing, governing or securing all or any part of the Guaranteed Indebtedness, whether occurring by reason of law or otherwise; (iva) the taking or accepting of collateral as security for any collateral for or all or any part of the Guaranteed Indebtedness or this Guaranty; (v) the taking release, surrender, exchange, or accepting subordination of any other guaranty for collateral now or hereafter securing any or all or any part of the Guaranteed Indebtedness; (vib) any failure by Lender to acquirepartial release of the liability of any Guarantor hereunder, perfect or continue the full or partial release of any lien other guarantor from liability for any or security interest on collateral securing all of the Guaranteed Indebtedness; (c) any disability of any Foreign Borrower, any Guarantor or any part other Person, or the dissolution, insolvency, or bankruptcy of any Foreign Borrower, any Guarantor, or any other Person at any time liable for the payment of any or all of the Guaranteed Indebtedness; (d) any renewal, extension, modification, waiver, amendment, or rearrangement of any or all of the Guaranteed Indebtedness or this Guarantyany instrument, document, or agreement evidencing, securing, or otherwise relating to any or all of the Guaranteed Indebtedness; (viie) any adjustment, indulgence, forbearance, waiver, or compromise that may be granted or given by Administrative Agent or any other Credit Party to any Foreign Borrower, any Guarantor, or any other Person ever liable for any or all of the Guaranteed Indebtedness; (f) any neglect, delay, omission, failure, or refusal of Administrative Agent or any other Credit Party to take or prosecute any action for the collection of any of the Guaranteed Indebtedness or to foreclose or take or prosecute any action in connection with any instrument, document, or agreement evidencing, securing, or otherwise relating to any or all of the Guaranteed Indebtedness; (g) the unenforceability or invalidity of any or all of the Guaranteed Indebtedness or of any instrument, document, or agreement evidencing, securing, or otherwise relating to any or all of the Guaranteed Indebtedness; (h) any payment by any Foreign Borrower or any other Person to Administrative Agent or any other Credit Party is held to constitute a preference under applicable bankruptcy or insolvency law or if for any other reason Administrative Agent or any other Credit Party is required to refund any payment or pay the amount thereof to someone else; (i) the settlement or compromise of any of the Guaranteed Indebtedness; (j) the non‑perfection of any security interest or lien securing any or all of the Guaranteed Indebtedness; (k) any impairment of any collateral securing any or all or any part of the Guaranteed Indebtedness or this GuarantyIndebtedness; (viiil) the failure of Administrative Agent or any failure by Lender other Credit Party to sell any collateral securing any or all or any part of the Guaranteed Indebtedness or this Guaranty in a commercially reasonable manner or as otherwise required by law; (ixm) any invalidity change in the corporate or unenforceability other existence, structure, or ownership of any Foreign Borrower or defect or deficiency in any of the Loan DocumentsGuarantor; or (xn) any other circumstance GUARANTY AGREEMENT (Foreign), Page 5 which might otherwise constitute a defense available to, or discharge of, any Foreign Borrower or any other guarantor of all or any part Guarantor (other than the Full Satisfaction of the Guaranteed IndebtednessObligations guaranteed hereby).

Obligations Not Impaired. (a) a. Corporate Guarantor agrees that its Corporate Guarantor’s obligations hereunder shall not be released, diminished, impaired, reduced or affected by the occurrence of any one or more of the following events: (i) the death, disability or lack of corporate power of Borrower, Guarantor (except as provided in Paragraph 10 herein) Borrower or any other ------------ guarantor of all or any part of the Guaranteed Indebtedness, (ii) any receivership, insolvency, bankruptcy or other proceedings affecting Borrower, Guarantor Borrower or any other guarantor of all or any part of the Guaranteed Indebtedness, or any of their respective property; (iii) the partial or total release or discharge of Borrower or any other guarantor of all or any part of the Guaranteed Indebtedness, or any other person or entity from the performance of any obligation contained in any instrument or agreement evidencing, governing or securing all or any part of the Guaranteed Indebtedness, whether occurring by reason of law or otherwise; (iv) the taking or accepting of any collateral for all or any part of the Guaranteed Indebtedness or this Guaranty; (v) the taking or accepting of any other guaranty for all or any part of the Guaranteed Indebtedness; (vi) any failure by Lender Bank to acquire, perfect or continue any lien or security interest on collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty; (vii) the impairment of any collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty; (viii) any failure by Lender Bank to sell any collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty in a commercially reasonable manner or as otherwise required by law; (ix) any invalidity or unenforceability of or defect or deficiency in any instrument or agreement evidencing, governing or securing all or any part of the Loan DocumentsGuaranteed Indebtedness or this Guaranty; or (x) any other circumstance circumstances which might otherwise constitute a defense available to, or discharge of, Borrower Borrower, Corporate Guarantor or any other guarantor of all or any part of the Guaranteed Indebtedness, other than payment of the Guaranteed Indebtedness.

Obligations Not Impaired. (a) Each Guarantor hereby agrees that its obligations hereunder under the Loan Documents shall not be released, discharged, diminished, impaired, reduced reduced, or affected for any reason or by the occurrence of any event, including, without limitation, one or more of the following events, whether or not with notice to or the consent of any Guarantor: (i) the death, disability or lack of corporate power of Borrower, Guarantor (except as provided in Paragraph 10 herein) or any other ------------ guarantor of all or any part of the Guaranteed Indebtedness, (ii) any receivership, insolvency, bankruptcy or other proceedings affecting Borrower, Guarantor or any other guarantor of all or any part of the Guaranteed Indebtedness, or any of their respective property; (iii) the partial or total release or discharge of Borrower or any other guarantor of all or any part of the Guaranteed Indebtedness, or any other person or entity from the performance of any obligation contained in any instrument or agreement evidencing, governing or securing all or any part of the Guaranteed Indebtedness, whether occurring by reason of law or otherwise; (iva) the taking or accepting of collateral as security for any collateral for or all or any part of the Guaranteed Indebtedness or this Guaranty; (v) the taking release, surrender, exchange, or accepting subordination of any other guaranty for collateral now or hereafter securing any or all or any part of the Guaranteed Indebtedness; (vib) any failure by Lender to acquirepartial release of the liability of any Guarantor hereunder, perfect or continue the full or partial release of any lien other guarantor from liability for any or security interest on collateral securing all of the Guaranteed Indebtedness; (c) any disability of any Non-US Borrower, any Guarantor or any part other Person, or the dissolution, insolvency, or bankruptcy of any Non-US Borrower, any Guarantor, or any other Person at any time liable for the payment of any or all of the Guaranteed Indebtedness; (d) any renewal, extension, modification, waiver, amendment, or rearrangement of any or all of the Guaranteed Indebtedness or this Guarantyany instrument, document, or agreement evidencing, securing, or otherwise relating to any or all of the Guaranteed Indebtedness; (viie) any adjustment, indulgence, forbearance, waiver, or compromise that may be granted or given by the Administrative Agent or any other Guaranteed Party to any Non-US Borrower, any Guarantor, or any other Person ever liable for any or all of the Guaranteed Indebtedness; (f) any neglect, delay, omission, failure, or refusal of the Administrative Agent or any other Guaranteed Party to take or prosecute any action for the collection of any of the Guaranteed Indebtedness or to foreclose or take or prosecute any action in connection with any instrument, document, or agreement evidencing, securing, or otherwise relating to any or all of the Guaranteed Indebtedness; (g) the unenforceability or invalidity of any or all of the Guaranteed Indebtedness or of any instrument, document, or agreement evidencing, securing, or otherwise relating to any or all of the Guaranteed Indebtedness; (h) any payment by any Non-US Borrower or any other Person to the Administrative Agent or any other Guaranteed Party is held to constitute a preference under applicable bankruptcy or insolvency law or if for any other reason the Administrative Agent or any other Guaranteed Party is required to refund any payment or pay the amount thereof to someone else; (i) the settlement or compromise of any of the Guaranteed Indebtedness; (j) the non-perfection of any security interest or lien securing any or all of the Guaranteed Indebtedness; (k) any impairment of any collateral securing any or all or any part of the Guaranteed Indebtedness or this GuarantyIndebtedness; (viiil) the failure of the Administrative Agent or any failure by Lender other Guaranteed Party to sell any collateral securing any or all or any part of the Guaranteed Indebtedness or this Guaranty in a commercially reasonable manner or as otherwise required by law; (ixm) any invalidity change in the corporate or unenforceability other existence, structure, or ownership of any Non-US Borrower or defect or deficiency in any of the Loan DocumentsGuarantor; or (xn) any other circumstance which might otherwise constitute a defense available to, or discharge of, any Non-US Borrower or any other guarantor of all or any part Guarantor (other than the Full Satisfaction of the Guaranteed IndebtednessObligations guaranteed hereby).

Obligations Not Impaired. (a) Guarantor agrees that its Guarantor's obligations hereunder shall not be released, diminished, impaired, reduced or affected by the occurrence of any one or more of the following events: (i) the death, disability or lack of corporate power of Borrower, Guarantor (except as provided in Paragraph 10 herein) or any other ------------ guarantor of all or any part of the Guaranteed Indebtedness, (ii) any receivership, insolvency, bankruptcy or other proceedings affecting Borrower, Guarantor or any other guarantor of all or any part of the Guaranteed Indebtedness, or any of their respective property; (iii) the partial or total release or discharge of Borrower or any other guarantor of all or any part of the Guaranteed Indebtedness, or any other person or entity from the performance of any obligation contained in any instrument or agreement evidencing, governing or securing all or any part of the Guaranteed Indebtedness, whether occurring by reason of law or otherwise; (iv) the taking or accepting of any collateral for all or any part of the Guaranteed Indebtedness or this Guaranty; (v) the taking or accepting of any other guaranty for all or any part of the Guaranteed Indebtedness; (vi) any failure by Lender Bank to acquire, perfect or continue any lien or security interest on collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty; (vii) the impairment of any collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty; (viii) any failure by Lender Bank to sell any collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty in a commercially reasonable manner or as otherwise required by law; (ix) any invalidity or unenforceability of or defect or deficiency in any instrument or agreement evidencing, governing or securing all or any part of the Loan DocumentsGuaranteed Indebtedness or this Guaranty; or (x) any other circumstance circumstances which might otherwise constitute a defense available to, or discharge of, Borrower or any other guarantor of all or any part of the Guaranteed Indebtedness.

Obligations Not Impaired. (a) Each Guarantor agrees that its obligations hereunder shall not be released, diminished, impaired, reduced reduced, or affected by the occurrence of any one or more of the following events: (ia) the death, disability or lack of corporate power organizational authority of any Borrower, Guarantor ; (except as provided in Paragraph 10 herein) or any other ------------ guarantor of all or any part of the Guaranteed Indebtedness, (iib) any receivership, insolvency, bankruptcy bankruptcy, or other proceedings affecting Borrower, Guarantor any Borrower or any other guarantor of all or any part of the Guaranteed Indebtedness, or any of their respective its property; (iiic) the partial or total release or discharge of any Borrower or any other guarantor of all or any part of the Guaranteed Indebtedness, or any other person or entity Person from the performance of any obligation contained in any instrument or agreement evidencing, governing governing, or securing all or any part of the Guaranteed IndebtednessObligations, whether occurring by reason pursuant to any Requirement of law Law or otherwise; (ivd) any change in the time, manner, or place of payment of, or in any other term of, or any increase in the amount of, all the Guaranteed Obligations, or any portion thereof, or any other amendment or waiver of any term of, or any consent to departure from any requirement of, any of the Loan Documents; (e) the taking or accepting of any collateral security for all or any part of the Guaranteed Indebtedness Obligations, this Guaranty Agreement, or this any other Guaranty; (vf) the taking or accepting of any other guaranty Guaranty for all or any part of the Guaranteed IndebtednessObligations; (vig) any failure by Lender to acquire, perfect perfect, or continue any lien or security interest Lien on collateral Collateral securing all or any part of the Guaranteed Indebtedness Obligations or on any other property securing this GuarantyGuaranty Agreement; (viih) any exchange, release, or subordination of any Lien on any Collateral, or any release, amendment, waiver, or subordination of any term of any guaranty of the Guaranteed Obligations or any other impairment of any collateral security or guaranty now or hereafter securing all or any part of the Guaranteed Indebtedness or this GuarantyObligations; (viiii) any failure by Lender to sell dispose of any collateral security at any time securing all or any part of the Guaranteed Indebtedness Obligations or this Guaranty Agreement in a commercially reasonable manner or as otherwise may be required by lawany Requirement of Law; (ixj) any merger, reorganization, consolidation, or dissolution of any Borrower, the Guarantor, or any other guarantor of the Obligations, any sale, lease, or transfer of any or all of the assets of any Borrower, the Guarantor, or any other guarantor of the Obligations, or any change in name, business, organization, location, composition, structure, or organization of any Borrower, the Guarantor, or any other guarantor of the Obligations; (k) any Change of Control or any other change in the shareholders of any Borrower, the Guarantor, or any other guarantor of the Obligations; (l) any invalidity or unenforceability of or defect or deficiency in any of the Loan Documents; (m) avoidance or subordination of the Guaranteed Obligations, or any portion thereof, (n) the unenforceability of all or any part of the Guaranteed Obligations against any Borrower because any interest contracted for, charged, or received in respect of the Guaranteed Obligations exceeds the amount permitted by any Requirement of Law; (o) any waiver, consent, extension, forbearance, or granting of any indulgence by the Agent or the Lenders with respect to the Guaranteed Obligations or any provision of any of the Loan Documents; (p) any delay in or lack of enforcement of any remedies under the Loan Documents; (q) the act of creating all or any part of the Guaranteed Obligations is ultra vires, or the officers or other representatives creating all or any xxxx of the Guaranteed Obligations acted in excess of their authority; (r) any election of remedies by the Agent or any of the Lenders; (s) any of the Loan Documents were forged; (t) the election by the Agent or any of the Lenders in any proceeding under the Bankruptcy Code of the application of Section 1111(b)(2) thereof; (u) any borrowing or grant of a security interest by any Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (v) the disallowance in bankruptcy of all or any portion of the claims of the Agent or any of the Lenders for payment of any of the Guaranteed Obligations; or (xw) any other circumstance which might otherwise constitute a legal or equitable discharge or defense available to, or discharge of, to any Borrower or any Guarantor (other guarantor of all or any part of than that the Guaranteed IndebtednessObligations shall have been indefeasibly paid and performed in full).

Obligations Not Impaired. (a) Each Guarantor hereby agrees that its obligations hereunder under the Loan Documents shall not be released, discharged, diminished, impaired, reduced reduced, or affected for any reason or by the occurrence of any event, including, without limitation, one or more of the following events, whether or not with notice to or the consent of any Guarantor: (i) the death, disability or lack of corporate power of Borrower, Guarantor (except as provided in Paragraph 10 herein) or any other ------------ guarantor of all or any part of the Guaranteed Indebtedness, (ii) any receivership, insolvency, bankruptcy or other proceedings affecting Borrower, Guarantor or any other guarantor of all or any part of the Guaranteed Indebtedness, or any of their respective property; (iii) the partial or total release or discharge of Borrower or any other guarantor of all or any part of the Guaranteed Indebtedness, or any other person or entity from the performance of any obligation contained in any instrument or agreement evidencing, governing or securing all or any part of the Guaranteed Indebtedness, whether occurring by reason of law or otherwise; (iva) the taking or accepting of collateral as security for any collateral for or all or any part of the Guaranteed Indebtedness or this Guaranty; (v) the taking release, surrender, exchange, or accepting subordination of any other guaranty for collateral now or hereafter securing any or all or any part of the Guaranteed Indebtedness; (vib) any failure by Lender to acquirepartial release of the liability of any Guarantor hereunder, perfect or continue the full or partial release of any lien other guarantor from liability for any or security interest on collateral securing all of the Guaranteed Indebtedness; (c) any disability of Borrower, or the dissolution, insolvency, or bankruptcy of Borrower, any Guarantor, or any part other party at any time liable for the payment of any or all of the Guaranteed Indebtedness; (d) any renewal, extension, modification, waiver, amendment, or rearrangement of any or all of the Guaranteed Indebtedness or this Guarantyany instrument, document, or agreement evidencing, securing, or otherwise relating to any or all of the Guaranteed Indebtedness; (viie) any adjustment, indulgence, forbearance, waiver, or compromise that may be granted or given by Administrative Agent or any Lender to Borrower, any Guarantor, or any other party ever liable for any or all of the Guaranteed Indebtedness; (f) any neglect, delay, omission, failure, or refusal of Administrative Agent or any Lender to take or prosecute any action for the collection of any of the Guaranteed Indebtedness or to foreclose or take or prosecute any action in connection with any instrument, document, or agreement evidencing, securing, or otherwise relating to any or all of the Guaranteed Indebtedness; (g) the unenforceability or invalidity of any or all of the Guaranteed Indebtedness or of any instrument, document, or agreement evidencing, securing, or otherwise relating to any or all of the Guaranteed Indebtedness; (h) any payment by Borrower or any other party to Administrative Agent or any Lender is held to constitute a preference under applicable bankruptcy or insolvency law or if for any other reason Administrative Agent or any Lender is required to refund any payment or pay the amount thereof to someone else; (i) the settlement or compromise of any of the Guaranteed Indebtedness; (j) the non‑perfection of any security interest or lien securing any or all of the Guaranteed Indebtedness; (k) any impairment of any collateral securing any or all or any part of the Guaranteed Indebtedness or this GuarantyIndebtedness; (viiil) the failure of Administrative Agent or any failure by Lender to sell any collateral securing any or all or any part of the Guaranteed Indebtedness or this Guaranty in a commercially reasonable manner or as otherwise required by law; (ixm) any invalidity change in the corporate existence, structure, or unenforceability ownership of or defect or deficiency in any of the Loan DocumentsBorrower; or (xn) any other circumstance which might otherwise constitute a defense available to, or discharge of, Borrower or any other guarantor of all or any part Guarantor (other than the Full Satisfaction of the Guaranteed IndebtednessObligations).

Obligations Not Impaired. (a) Guarantor agrees that its obligations hereunder shall not be released, diminished, impaired, reduced or affected by the occurrence of any one or more of the following events: (i) the death, disability or lack of corporate corporate, company, partnership or trust power of Borrower, Guarantor (except as provided in Paragraph 10 herein) or any other ------------ guarantor of all or any part of the Guaranteed Indebtedness, ; (ii) any receivership, insolvency, bankruptcy or other proceedings affecting Borrower, Guarantor or any other guarantor of all or any part of the Guaranteed Indebtedness, or any of their respective property; (iii) the partial or total release or discharge of Borrower or any other guarantor of all or any part of the Guaranteed Indebtedness, or any other person or entity from the performance of any obligation contained in any instrument or agreement evidencing, governing or securing all or any part of the Guaranteed Indebtedness, whether occurring by reason of law or otherwise; (iv) the taking or accepting of any collateral for all or any part of the Guaranteed Indebtedness or this Guaranty; (v) the taking or accepting of any other guaranty for all or any part of the Guaranteed Indebtedness; (vi) any failure by Lender to acquire, perfect or continue any lien or security interest on collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty; (vii) the impairment of any collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty; (viii) any failure by Lender to sell any collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty in a commercially reasonable manner or as otherwise required by law; (ix) any invalidity or unenforceability of or defect or deficiency in any of the Loan Documents; or (x) any other circumstance which might otherwise constitute a defense available to, or discharge of, Borrower or any other guarantor of all or any part of the Guaranteed Indebtedness; or (xi) the application by Lender of the proceeds from the sale, foreclosure or other realization of or on any collateral for the Guaranteed Indebtedness to any other indebtedness or obligations secured by such collateral.

Obligations Not Impaired. (a) Each Guarantor hereby agrees that its obligations hereunder under the Loan Documents shall not be released, discharged, diminished, impaired, reduced reduced, or affected for any reason or by the occurrence of any event, including, without limitation, one or more of the following events, whether or not with notice to or the consent of any Guarantor: (i) the death, disability or lack of corporate power of Borrower, Guarantor (except as provided in Paragraph 10 herein) or any other ------------ guarantor of all or any part of the Guaranteed Indebtedness, (ii) any receivership, insolvency, bankruptcy or other proceedings affecting Borrower, Guarantor or any other guarantor of all or any part of the Guaranteed Indebtedness, or any of their respective property; (iii) the partial or total release or discharge of Borrower or any other guarantor of all or any part of the Guaranteed Indebtedness, or any other person or entity from the performance of any obligation contained in any instrument or agreement evidencing, governing or securing all or any part of the Guaranteed Indebtedness, whether occurring by reason of law or otherwise; (iva) the taking or accepting of collateral as security for any collateral for or all or any part of the Guaranteed Indebtedness or this Guaranty; (v) the taking release, surrender, exchange, or accepting subordination of any other guaranty for collateral now or hereafter securing any or all or any part of the Guaranteed Indebtedness; (vib) any failure by Lender to acquirepartial release of the liability of any Guarantor hereunder, perfect or continue the full or partial release of any lien other guarantor from liability for any or security interest on collateral securing all of the Guaranteed Indebtedness; (c) any disability of any Borrower, any Guarantor or any part other Person, or the dissolution, insolvency, or bankruptcy of any Borrower, any Guarantor, or any other Person at any time liable for the payment of any or all of the Guaranteed Indebtedness; (d) any renewal, extension, modification, waiver, amendment, or rearrangement of any or all of the Guaranteed Indebtedness or this Guarantyany instrument, document, or agreement evidencing, securing, or GUARANTY AGREEMENT (US), Page 3 otherwise relating to any or all of the Guaranteed Indebtedness; (viie) any adjustment, indulgence, forbearance, waiver, or compromise that may be granted or given by Administrative Agent or any other Credit Party to any Borrower, any Guarantor, or any other Person ever liable for any or all of the Guaranteed Indebtedness; (f) any neglect, delay, omission, failure, or refusal of Administrative Agent or any other Credit Party to take or prosecute any action for the collection of any of the Guaranteed Indebtedness or to foreclose or take or prosecute any action in connection with any instrument, document, or agreement evidencing, securing, or otherwise relating to any or all of the Guaranteed Indebtedness; (g) the unenforceability or invalidity of any or all of the Guaranteed Indebtedness or of any instrument, document, or agreement evidencing, securing, or otherwise relating to any or all of the Guaranteed Indebtedness; (h) any payment by any Borrower or any other Person to Administrative Agent or any other Credit Party is held to constitute a preference under applicable bankruptcy or insolvency law or if for any other reason Administrative Agent or any other Credit Party is required to refund any payment or pay the amount thereof to someone else; (i) the settlement or compromise of any of the Guaranteed Indebtedness; (j) the non‑perfection of any security interest or lien securing any or all of the Guaranteed Indebtedness; (k) any impairment of any collateral securing any or all or any part of the Guaranteed Indebtedness or this GuarantyIndebtedness; (viiil) the failure of Administrative Agent or any failure by Lender other Credit Party to sell any collateral securing any or all or any part of the Guaranteed Indebtedness or this Guaranty in a commercially reasonable manner or as otherwise required by law; (ixm) any invalidity change in the corporate or unenforceability other existence, structure, or ownership of any Borrower or defect or deficiency in any of the Loan DocumentsGuarantor; or (xn) any other circumstance which might otherwise constitute a defense available to, or discharge of, any Borrower or any other guarantor of all or any part Guarantor (other than the Full Satisfaction of the Guaranteed IndebtednessObligations).

Obligations Not Impaired. (a) Guarantor agrees that its obligations hereunder shall not be released, diminished, impaired, reduced or affected by the occurrence of any one or more of the following events: (i) the death, disability or lack of corporate power of Borrower, Guarantor (except as provided in Paragraph 10 herein) or any other ------------ guarantor of all or any part of the Guaranteed Indebtedness, (ii) any receivership, insolvency, bankruptcy or other proceedings affecting Borrower, Guarantor or any other guarantor of all or any part of the Guaranteed Indebtedness, or any of their respective property; (iii) the partial or total release or discharge of Borrower or any other guarantor of all or any part of the Guaranteed Indebtedness, or any other person or entity from the performance of any obligation contained in any instrument or agreement evidencing, governing or securing all or any part of the Guaranteed Indebtedness, whether occurring by reason of law or otherwise; (iv) the taking or accepting of any collateral for all or any part of the Guaranteed Indebtedness or this Guaranty; (v) the taking or accepting of any collateral for all or any part of the Guaranteed Indebtedness or this Guaranty; (v) the taking or accepting of any other guaranty for all or any part of the Guaranteed Indebtedness; (vi) any failure by Lender to acquire, perfect or continue any lien or security interest on collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty; (vii) the impairment of any collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty; (viii) any failure by Lender to sell any collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty in a commercially reasonable manner or as otherwise required by law; (ix) any invalidity or unenforceability of or defect or deficiency in any of the Loan Documents; or (x) any other circumstance which might otherwise constitute a defense available to, or discharge of, Borrower or any other guarantor of all or any part of the Guaranteed Indebtedness.

Obligations Not Impaired. (a) Guarantor agrees that its obligations hereunder shall not be released, diminished, impaired, reduced or affected by the occurrence of any one or more of the following events: (i) the death, disability or lack of corporate power of Borrower, Guarantor (except as provided in Paragraph Section 10 herein) or any other ------------ guarantor of all or any part of the Guaranteed Indebtedness, ; (ii) any receivership, insolvency, bankruptcy or other proceedings affecting Borrower, Guarantor or any other guarantor of all or any part of the Guaranteed Indebtedness, or any of their respective property; (iii) the partial or total release or discharge of Borrower or any other guarantor of all or any part of the Guaranteed Indebtedness, or any other person or entity from the performance of any obligation contained in any instrument or agreement evidencing, governing or securing all or any part of the Guaranteed Indebtedness, whether occurring by reason of law or otherwise; (iv) the taking or accepting of any collateral for all or any part of the Guaranteed Indebtedness or this Guaranty; (v) the taking or accepting of any other guaranty for all or any part of the Guaranteed Indebtedness; (vi) any failure by Lender to acquire, perfect or continue any lien or security interest on collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty; (vii) the impairment of any collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty; (viii) any failure by Lender to sell any collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty in a commercially reasonable manner or as otherwise required by law; (ix) any invalidity or unenforceability of or defect or deficiency in any of the Loan Documents; or (x) any other circumstance which might otherwise constitute a defense available to, or discharge of, Borrower or any other guarantor of all or any part of the Guaranteed Indebtedness.

Obligations Not Impaired. (a) Each Guarantor hereby agrees that its obligations hereunder under the Loan Documents shall not be released, discharged, diminished, impaired, reduced reduced, or affected for any reason or by the occurrence of any event, including, without limitation, one or more of the following events, whether or not with notice to or the consent of any Guarantor: (i) the death, disability or lack of corporate power of Borrower, Guarantor (except as provided in Paragraph 10 herein) or any other ------------ guarantor of all or any part of the Guaranteed Indebtedness, (ii) any receivership, insolvency, bankruptcy or other proceedings affecting Borrower, Guarantor or any other guarantor of all or any part of the Guaranteed Indebtedness, or any of their respective property; (iii) the partial or total release or discharge of Borrower or any other guarantor of all or any part of the Guaranteed Indebtedness, or any other person or entity from the performance of any obligation contained in any instrument or agreement evidencing, governing or securing all or any part of the Guaranteed Indebtedness, whether occurring by reason of law or otherwise; (iva) the taking or accepting of collateral as security for any collateral for or all or any part of the Guaranteed Indebtedness or this Guaranty; (v) the taking release, surrender, exchange, or accepting subordination of any other guaranty for collateral now or hereafter securing any or all or any part of the Guaranteed Indebtedness; (vib) any failure by Lender to acquirepartial release of the liability of any Guarantor hereunder, perfect or continue the full or partial release of any lien other guarantor from liability for any or security interest on collateral securing all of the Guaranteed Indebtedness; (c) any disability of any Foreign Borrower, or the dissolution, insolvency, or bankruptcy of any Foreign Borrower, any Guarantor, or any part other party at any time liable for the payment of any or all of the Guaranteed Indebtedness; (d) any renewal, extension, modification, waiver, amendment, or rearrangement of any or all of the Guaranteed Indebtedness or this Guarantyany instrument, document, or agreement evidencing, securing, or otherwise relating to any or all of the Guaranteed Indebtedness; (viie) any adjustment, indulgence, forbearance, waiver, or compromise that may be granted or given by Administrative Agent or any other Credit Party to any Foreign Borrower, any Guarantor, or any other party ever liable for any or all of the Guaranteed Indebtedness; (f) any neglect, delay, omission, failure, or refusal of Administrative Agent or any other Credit Party to take or prosecute any action for the collection of any of the Guaranteed Indebtedness or to foreclose or take or prosecute any action in connection with any instrument, document, or agreement evidencing, securing, or otherwise relating to any or all of the Guaranteed Indebtedness; (g) the unenforceability or invalidity of any or all of the Guaranteed Indebtedness or of any instrument, document, or agreement evidencing, securing, or otherwise relating to any or all of the Guaranteed Indebtedness; (h) any payment by any Foreign Borrower or any other party to Administrative Agent or any other Credit Party is held to constitute a preference under applicable bankruptcy or insolvency law or if for any other reason Administrative Agent or any other Credit Party is required to refund any payment or pay the amount thereof to someone else; (i) the settlement or compromise of any of the Guaranteed Indebtedness; (j) the non-perfection of any security interest or lien securing any or all of the Guaranteed Indebtedness; (k) any impairment of any collateral securing any or all or any part of the Guaranteed Indebtedness or this GuarantyIndebtedness; (viiil) the failure of Administrative Agent or any failure by Lender other Credit Party to sell any collateral securing any or all or any part of the Guaranteed Indebtedness or this Guaranty in a commercially reasonable manner or as otherwise required by law; (ixm) any invalidity change in the corporate existence, structure, or unenforceability ownership of or defect or deficiency in any of the Loan DocumentsForeign Borrower; or (xn) any other circumstance which might otherwise constitute a defense available to, or discharge of, any Foreign Borrower or any other guarantor of all or any part Guarantor (other than the Full Satisfaction of the Guaranteed IndebtednessObligations guaranteed hereby).

Obligations Not Impaired. (a) Guarantor agrees that its obligations hereunder shall not be released, diminished, impaired, reduced or affected by the occurrence of any one or more of the following events: (i) the death, disability or lack of corporate power of Borrower, Guarantor (except as provided in Paragraph 10 herein) or any other ------------ guarantor of all or any part of the Guaranteed Indebtedness, (ii) any receivership, insolvency, bankruptcy or other proceedings affecting Borrower, Guarantor or any other guarantor of all or any part of the Guaranteed Indebtedness, or any of their respective property; (iii) the partial or total release or discharge of Borrower or any other guarantor of all or any part of the Guaranteed Indebtedness, or any other person or entity from the performance of any obligation contained in any instrument FIRST AMENDED AND RESTATED GUARANTY AGREEMENT or agreement evidencing, governing or securing all or any part of the Guaranteed Indebtedness, whether occurring by reason of law or otherwise; (iv) the taking or accepting of any collateral for all or any part of the Guaranteed Indebtedness or this Guaranty; (v) the taking or accepting of any other guaranty for all or any part of the Guaranteed Indebtedness; (vi) any failure by Lender to acquire, perfect or continue any lien or security interest on collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty; (vii) the impairment of any collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty; (viii) any failure by Lender to sell any collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty in a commercially reasonable manner or as otherwise required by law; (ix) any invalidity or unenforceability of or defect or deficiency in any of the Loan Documents; or (x) any other circumstance which might otherwise constitute a defense available to, or discharge of, Borrower or any other guarantor of all or any part of the Guaranteed Indebtedness.

Obligations Not Impaired. (a) Guarantor agrees that its obligations hereunder under this Guaranty Agreement shall not be released, diminished, impaired, reduced reduced, or affected by the occurrence of any one or more of the following events: (ia) the death, disability or lack of corporate power organizational authority of any Borrower, Guarantor ; (except as provided in Paragraph 10 herein) or any other ------------ guarantor of all or any part of the Guaranteed Indebtedness, (iib) any receivership, insolvency, bankruptcy bankruptcy, or other proceedings affecting Borrower, Guarantor any Borrower or any other guarantor of all or any part of the Guaranteed Indebtedness, or any of their respective property; (iiic) the partial or total release or discharge of any Borrower or any other guarantor of all or any part of the Guaranteed Indebtedness, or any other person or entity Person from the performance of any obligation contained in any instrument or agreement evidencing, governing governing, or securing all or any part of the Guaranteed IndebtednessObligations, whether occurring by reason of law pursuant to any Applicable Law or otherwise; (ivd) any change in the time, manner, or place of payment of, or in any other term of, or any increase or decrease in the amount of, all the Guaranteed Obligations, or any portion thereof, or any other amendment or waiver of any term of, or any consent to departure from any requirement of, any of the Loan Documents; (e) the taking or accepting of any collateral security for all or any part of the Guaranteed Indebtedness Obligations, this Guaranty Agreement, or this Guarantyany other guaranty; (vf) the taking or accepting of any other guaranty for all or any part of the Guaranteed IndebtednessObligations; (vig) any failure by Lender to acquire, perfect perfect, or continue any lien or security interest or lien on collateral Collateral securing all or any part of the Guaranteed Indebtedness Obligations or on any property securing this GuarantyGuaranty Agreement; (viih) any exchange, release, or subordination of any security interest or lien on any Collateral, or any release, amendment, waiver, or subordination of any term of any guaranty of the Guaranteed Obligations or any other impairment of any collateral security or guaranty now or hereafter securing all or any part of the Guaranteed Indebtedness or this GuarantyObligations; (viiii) any failure by Lender to sell dispose of any collateral security at any time securing all or any part of the Guaranteed Indebtedness Obligations or this Guaranty Agreement in a commercially reasonable manner or as otherwise may be required by lawany Applicable Law; (ixj) any merger, reorganization, consolidation, or dissolution of any Borrower or any other Person at any time liable for any of the Obligations, any sale, lease, or transfer of any or all of the assets of any Borrower or any other Person at any time liable for any of the Obligations, or any change in name, business, organization, location, composition, structure, or organization of Borrower or any other Person at any time liable for any of the Obligations; (k) any change of control or any other change in the capitalization or Equity Interest ownership of any Borrower or any other Person at any time liable for any of the Obligations; (l) any invalidity or unenforceability of or defect or deficiency in any of the Loan Documents; (m) avoidance or subordination of the Guaranteed Obligations, or any portion thereof, (n) the unenforceability of all or any part of the Guaranteed Obligations against any Borrower because any interest contracted for, charged, or received in respect of the Guaranteed Obligations exceeds the amount permitted by any Applicable Law; (o) any waiver, consent, extension, forbearance, or granting of any indulgence by Administrative Agent or any other Lender Party with respect to the Guaranteed Obligations or any provision of any of the Loan Documents; (p) any delay in or lack of enforcement of any remedies under the Loan Documents; (q) the act of creating all or any part of the Guaranteed Obligations is ultra xxxxx, or the officers or other representatives creating all or any part of the Guaranteed Obligations acted in excess of their authority; (r) any election of remedies by Administrative Agent or any other Lender Party; (s) any of the Loan Documents were forged; (t) the election by Administrative Agent or any other Lender Party in any proceeding under the Bankruptcy Code of the application of Section 1111(b)(2) thereof; (u) any borrowing or grant of a security interest by Borrower as debtor-in-possession, under Section 364 of the Bankruptcy Code; (v) any use by any Borrower (whether with the consent of Administrative Agent or any Lender or otherwise) of cash collateral during the pendency of any bankruptcy proceeding; (w) the making of post-petition loans or any other provision for the extension of post-petition credit to any Borrower as debtor-in-possession in any bankruptcy proceedings; (x) the disallowance in bankruptcy of all or any portion of the claims of Administrative Agent or any Lender for payment of any of the Guaranteed Obligations; or (xy) any other circumstance which might otherwise constitute a legal or equitable discharge or defense available to, or discharge of, to any Borrower or any Guarantor (other guarantor of all or any part of than that the Guaranteed IndebtednessObligations shall have been indefeasibly paid and performed in full).

Obligations Not Impaired. (a) Each Guarantor agrees that its obligations hereunder shall not be released, diminished, impaired, reduced reduced, or affected by the occurrence of any one or more of the following events: (ia) the death, disability or lack of corporate power organizational authority of any Borrower, Guarantor ; (except as provided in Paragraph 10 herein) or any other ------------ guarantor of all or any part of the Guaranteed Indebtedness, (iib) any receivership, insolvency, bankruptcy bankruptcy, or other proceedings affecting any Borrower, Guarantor or any other guarantor of all or any part of the Guaranteed IndebtednessCredit Party, or any of their respective property; (iiic) the partial or total release or discharge of any Borrower or any other guarantor of all or any part of the Guaranteed Indebtedness, or any other person or entity Person from the performance of any obligation contained in any instrument or agreement evidencing, governing governing, or securing all or any part of the Guaranteed IndebtednessObligations, whether occurring by reason pursuant to any Requirement of law Law or otherwise; (ivd) any change in the time, manner, or place of payment of, or in any other term of, or any increase in the amount of, all the Guaranteed Obligations, or any portion thereof, or any other amendment or waiver of any term of, or any consent to departure from any requirement of, any of the Credit Documents; (e) the taking or accepting of any collateral security for all or any part of the Guaranteed Indebtedness Obligations, this Guaranty Agreement, or this any other Guaranty; (vf) the taking or accepting of any other guaranty Guaranty for all or any part of the Guaranteed IndebtednessObligations; (vig) any failure by Lender to acquire, perfect perfect, or continue any lien or security interest Lien on collateral Collateral securing all or any part of the Guaranteed Indebtedness Obligations or on any other property securing this GuarantyGuaranty Agreement; (viih) any exchange, release, or subordination of any Lien on any Collateral, or any release, amendment, waiver, or subordination of any term of any guaranty of the Guaranteed Obligations or any other impairment of any collateral security or guaranty now or hereafter securing all or any part of the Guaranteed Indebtedness or this GuarantyObligations; (viiii) any failure by Lender to sell dispose of any collateral security at any time securing all or any part of the Guaranteed Indebtedness Obligations or this Guaranty Agreement in a commercially reasonable manner or as otherwise may be required by lawany Requirement of Law; (ixj) any merger, reorganization, consolidation, or dissolution of any Borrower, the Guarantor, any other Credit Party, or any other guarantor of the Obligations, any sale, lease, or transfer of any or all of the assets of any Borrower, the Guarantor, any other Credit Party, or any other guarantor of the Obligations, or any change in name, business, organization, location, composition, structure, or organization of any Borrower, the Guarantor, or any other guarantor of the Obligations; (k) any Change of Control or any other change in the shareholders of any Borrower, the Guarantor, any other Credit Party, or any other guarantor of the Obligations; (l) any invalidity or unenforceability of or defect or deficiency in any of the Loan Credit Documents; (m) avoidance or subordination of the Guaranteed Obligations, or any portion thereof, (n) the unenforceability of all or any part of the Guaranteed Obligations against any Borrower because any interest contracted for, charged, or received in respect of the Guaranteed Obligations exceeds the amount permitted by any Requirement of Law; (o) any waiver, consent, extension, forbearance, or granting of any indulgence by the Agents or the Lenders with respect to the Guaranteed Obligations or any provision of any of the Credit Documents; (p) any delay in or lack of enforcement of any remedies under the Credit Documents; (q) the act of creating all or any part of the Guaranteed Obligations is ultra xxxxx, or the officers or other representatives creating all or any part of the Guaranteed Obligations acted in excess of their authority; (r) any election of remedies by any of the Agents or any of the Lenders; (s) any of the Credit Documents were forged; (t) the election by any of the Agents or any of the Lenders in any proceeding under the Bankruptcy Code of the application of Section 1111(b)(2) thereof; (u) any borrowing or grant of a security interest by any Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; (v) the disallowance in bankruptcy of all or any portion of the claims of any of the Agents or any of the Lenders for payment of any of the Guaranteed Obligations; or (xw) any other circumstance which might otherwise constitute a legal or equitable discharge or defense available to, or discharge of, to any Borrower or any Guarantor (other guarantor of all or any part of than that the Guaranteed IndebtednessObligations shall have been indefeasibly paid and performed in full).

Obligations Not Impaired. (a) Guarantor agrees that its Guarantor's obligations hereunder shall not be released, diminished, impaired, reduced or affected by the occurrence of any one or more of the following events: (i) the death, disability or lack of corporate power of Borrower, Guarantor (except as provided in Paragraph 10 paragraph 11 herein) or any other ------------ guarantor of all or any part of the Guaranteed Indebtedness, (ii) any receivership, insolvency, bankruptcy or other proceedings affecting Borrower, Guarantor or any other guarantor of all or any part of the Guaranteed Indebtedness, or any of their respective property; (iii) the partial or total release or discharge of Borrower or any other guarantor of all or any part of the Guaranteed Indebtedness, or any other person or entity from the performance of any obligation contained in any instrument or agreement evidencing, governing or securing all or any part of the Guaranteed Indebtedness, whether occurring by reason of law or otherwise; (iv) the taking or accepting of any collateral for all or any part of the Guaranteed Indebtedness or this Guaranty; (v) the taking or accepting of any other guaranty for all or any part of the Guaranteed Indebtedness; (vi) any failure by Lender Bank to acquire, perfect or continue any lien or security interest on collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty; (vii) the impairment of any collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty; (viii) any failure by Lender Bank to sell any collateral securing all or any part of the Guaranteed Indebtedness or this Guaranty in a commercially reasonable manner or as otherwise required by law; (ix) any invalidity or unenforceability of or defect or deficiency in any instrument or agreement evidencing, governing or securing all or any part of the Loan DocumentsGuaranteed Indebtedness or this Guaranty; or (x) any other circumstance circumstances which might otherwise constitute a defense available to, or discharge of, Borrower or any other guarantor of all or any part of the Guaranteed Indebtedness.