Agreement shall be absolute, unconditional, irrevocable and continuing irrespective, without limitation, of:
(i) any lack of validity or enforceability of this Agreement as a result of the application of any bankruptcy, insolvency, moratorium or other similar Laws relating to creditors rights and general principles of equity to Buyer or any of its Affiliate Designees;
(ii) any modification, amendment, consent, extension, forbearance or waiver of or any consent to departure from this Agreement that may be agreed to by Buyer or any of its Affiliate Designees, except as may be agreed to by the Parties with respect to this Section 12.16;
(iii) any action or inaction by Sellers under or in respect of this Agreement (other than any such action or inaction that constitutes a failure by Sellers to perform any of their obligations hereunder), or any failure, lack of diligence, omission or delay on the part of Sellers to enforce, assert or exercise any right, power or remedy conferred on Sellers in this Agreement;
(iv) any merger or consolidation of the Parties or any other Person into or with any Person, or any sale, lease or transfer of any of the assets (other than the Assets) of the Parties or any other Person to any other Person;
(v) any change in the ownership of any of the Parties or any Person; or
(vi) any other occurrence, circumstance, happening or event, whether similar or dissimilar to the foregoing and whether foreseen or unforeseen, which otherwise might constitute a legal or equitable defense or discharge of the Liabilities of a guarantor or surety or which otherwise might limit recourse against Guarantor or any other Person, except as may be agreed to by the Parties.
(c) Guarantor hereby unconditionally waives (i) any and all notices other than notices required to be delivered to Guarantor under the terms of this Agreement, including promptness, diligence, notice of acceptance of this Agreement and any other notice with respect to any of the Guarantied Obligations and this Agreement, (ii) any presentment, demand, performance, protest, notice of nonpayment as the same pertains to Buyer or any of its Affiliate Designees, suit or the taking of other action by Sellers against, and any other notice to, Buyer, any of its Affiliate Designees or Guarantor or others with respect to any of the Guarantied Obligations, in each case except as otherwise required under the terms of this Agreement, (iii) any right to require Sellers to proceed against Buyer or any of its Affiliate Designees or to exhaust any security held by Sellers or to pursue any other remedy with respect to any of the Guarantied Obligations, (iv) any defense based upon an election of remedies by Sellers, unless the same would excuse performance by Buyer or any of its Affiliate Designees under this Agreement with respect to any of the Guarantied Obligations and (v) any duty of Sellers to advise Guarantor of any information known to Sellers regarding Buyer or any of its Affiliate Designees or their ability to perform under this Agreement with respect to any of the Guarantied Obligations. Sellers may at any time, and from time to time, without notice to, or consent of,