Extract to table

Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Term Loan Agreement

The liability of the Guarantor under this Guaranty shall be unlimited

05 shall survive the termination of this Guaranty and any satisfaction and discharge of the Borrower by virtue of any payment, court order, or any federal or state law

01 — Waiver of Suretyship Defenses The Guarantor hereby waives, to the fullest extent permitted by applicable law, each of the following: (a) any defense arising by reason of any disability, lack of authority, or other defense of the Borrower, including, without limitation, any defense based upon the application of the doctrine of impracticability or impossibility of performance, frustration of purpose, illegality, force majeure, or the cessation or limitation of the liability of the Borrower from any cause whatsoever (other than the indefeasible payment in full of all Guaranteed Obligations); (b) any defense based upon the cessation from any cause whatsoever (other than the indefeasible payment in full of all Guaranteed Obligations) of the liability of the Borrower, whether by operation of law, by reason of any voluntary act or involuntary occurrence, or otherwise; (c) any right to require the Administrative Agent or the Lender to (i) proceed against the Borrower, (ii) proceed against or exhaust any security held from the Borrower or any other person, (iii) pursue any other remedy in the Administrative Agent's or Lender's power whatsoever, or (iv) make any presentment, demand, or protest, or give notice of nonpayment, nonperformance, or any other notice to any person, including notice to the Borrower or the Guarantor; (d) any defense based upon an election of remedies by the Administrative Agent or the Lender, including, without limitation, an election to proceed by way of non-judicial foreclosure, which election destroys, diminishes, or otherwise adversely affects the Guarantor's right of subrogation, right to proceed against the Borrower for reimbursement, or any other right or remedy of the Guarantor; (e) any defense arising from any act or omission of the Administrative Agent or the Lender that directly or indirectly results in or aids the discharge or release of the Borrower, any collateral securing the Guaranteed Obligations, or any other guarantor or co-obligor, by operation of law or otherwise, or that in any manner results in or contributes to the impairment, reduction, or diminishment of the value of any such collateral; (f) the benefit of any statute of limitations affecting the Guarantor's liability hereunder, or the enforcement thereof, to the extent permitted by applicable law, and any act that shall defer or delay, or shall have the effect of deferring or delaying, the operation of any applicable statute of limitations

This waiver is made for the benefit of, and is enforceable by, the Administrative Agent and the Lender, and shall not be subject to any condition or contingency

Any failure by the Guarantor to maintain such minimum ownership level shall constitute an immediate Event of Default under the Term Loan Agreement and a breach of this Guaranty