Common use of Guarantee Unconditional Clause in Contracts

Guarantee Unconditional. The obligations of the Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under the Indenture or any Note, by operation of law or otherwise; (b) any modification or amendment of or supplement to the Indenture or any Note; (c) any change in the corporate existence, structure or ownership of the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the Company contained in the Indenture or any Note; (d) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Company, the Trustee, the Holder of any Note or any other Person, whether in connection with the Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (e) any invalidity or unenforceability relating to or against the Company for any reason of the Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of, premium, if any, and interest on, and any other amounts payable under, the Notes, and any other amounts payable by the Company under the Indenture with respect of the Notes; or (f) any other act or omission to act or delay of any kind by the Company, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 3, constitute a legal or equitable discharge of or defense to the Guarantor’s obligations hereunder.

Guarantee Unconditional. The obligations Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the Indenture and the Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Holders of the Notes with respect thereto. The Obligations of the Guarantor hereunder under this Guarantee are (subject to Section 3 hereof) unconditional and absolute and, without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, will not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under the Indenture or any Notethe Notes, by operation of law or otherwise; (b) any modification or amendment of or supplement to the Indenture or any Notethe Notes; (c) any change in the corporate existence, structure or ownership of the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the Company contained in the Indenture or any Notethe Notes; (d) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Company, the Trustee, the Holder of any Note Trustee or any other Person, whether in connection with the Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (e) any invalidity or unenforceability relating to or against the Company for any reason of the Indenture or any Notethe Notes, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of, premium, if any, and of or interest on, and on the Notes or any other amounts payable under, the Notes, and any other amounts amount payable by the Company under the Indenture with respect of the NotesIndenture; or (f) any other act or omission to act or delay of any kind by the Company, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 3paragraph, constitute a legal or equitable discharge of or defense to the Guarantor’s obligations hereunderunder the Indenture. The obligation of the Guarantor to make any payment hereunder may be satisfied by causing the Company, or Holdings or any direct or indirect Domestic Subsidiary of the Company that guarantees the payment of the Notes pursuant to the Indenture, to make such payment. Notwithstanding anything contained herein to the contrary, nothing shall be construed to impose upon the Guarantor any obligations greater than, in addition to, or other than, the obligations of the Company under the Indenture and the Notes.

Guarantee Unconditional. The obligations of the Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by: (ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under the this Indenture or any Note, by operation of law or otherwise; (bii) any modification or amendment of or supplement to the this Indenture or any Note; (ciii) any change in the corporate existence, structure or ownership of the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the Company contained in the this Indenture or any Note; (div) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Company, the Trustee, the Holder of any Note Trustee or any other Person, whether in connection with the this Indenture or any unrelated transactions, ; provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (ev) any invalidity or unenforceability relating to or against the Company for any reason of the this Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of, premium, if any, and of or interest on, and on any Note or any other amounts payable under, the Notes, and any other amounts amount payable by the Company under the Indenture with respect of the Notesthis Indenture; or (fvi) any other act or omission to act or delay of any kind by the Company, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 3paragraph, constitute a legal or equitable discharge of or defense to the Guarantor’s obligations hereunder.

Guarantee Unconditional. The obligations of the Guarantor Subsidiary Guarantors hereunder are shall be unconditional and absolute and, without limiting the generality of the foregoing, will shall, to the fullest extent permitted by law, not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under the this Indenture or any Note, by operation of law or otherwise; (b) any modification or amendment of or supplement to the this Indenture or any Note; provided that any such modification which increases the obligations of each Subsidiary Guarantor hereunder shall not be effective as to such Subsidiary Guarantor without its consent; (c) any change in the corporate existence, structure or ownership of the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the Company contained in the this Indenture or any Note; (d) the existence of any claim, set-off or other rights which the Guarantor Subsidiary Guarantors may have at any time against the Company, the Trustee, the Holder of any Note Trustee or any other Person, whether in connection with the this Indenture or any unrelated transactions, provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (e) any invalidity or unenforceability relating to or against the Company for any reason of the this Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of, premium, if any, of or interest and interest on, and Liquidated Damages on any Note or any other amounts payable under, the Notes, and any other amounts amount payable by the Company under the Indenture with respect of the Notesthis Indenture; or (f) any other act or omission to act or delay of any kind by the Company, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 3paragraph, constitute a legal or equitable discharge of or defense to the such Subsidiary Guarantor’s 's obligations hereunder.

Guarantee Unconditional. The obligations of the Guarantor hereunder are shall be irrevocable, unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected byregard to: (a) any extensionamendment, renewal, settlement, compromise, waiver consent or release in respect of any obligation of the Company terms of the Charter or of the obligations under any thereof of any Person (provided only that such amendment, consent or release is effected in accordance with the Indenture or any Note, by operation terms of law or otherwise;the Charter); or (b) any modification taking, holding, exchange, release, nonperfection or amendment invalidity of any direct or supplement to indirect security for any obligation of the Indenture or any Note;Charterer under the Charter; or (c) any change in the corporate existence, structure or ownership of the CompanyCharterer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company Charterer or its assets or any resulting release or discharge of any obligation of the Company contained in the Indenture or any Note;assets; or (d) the existence of any claim, set-off setoff or other rights which the Guarantor may have at any time against the Company, the Trustee, the Holder of any Note or any other Person, whether in connection with the Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim;Charterer; or (e) any invalidity defense arising by reason of any invalidity, unenforceability or unenforceability relating to other defense of the Charterer, or against other defense of the Company for any Guarantor or by reason of the Indenture or cessation from any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Company cause whatsoever of the principal of, premium, if any, and interest on, and liability either in whole or in part of the Charterer to pay any other amounts payable under, the Notes, and any other amounts amount payable by the Company it under the Indenture with respect of the NotesCharter; or (f) any other act consent, release, renewal, refinancing, refunding, amendment or omission modification of or addition or supplement to act or delay waiver of any kind by of the Companyterms of the Charter or of any other agreement which may be made relating to the Charter or of the obligations under any thereof of any Person (provided only that such consent, release, renewal, refinancing, refunding, amendment or modification of or addition or supplement to or waiver is effected in accordance with the Trustee terms of the Charter); or (g) any exercise or non-exercise of any right, power, privilege or remedy under or in respect of this Guarantee or the Charter, or any other Person waiver of any such right, power, privilege or remedy or of any default in respect of the Charter, or any receipt of any collateral security or any sale, exchange, surrender, release, discharge, failure to perfect or to continue perfected, loss, abandonment or alteration of, or other circumstance whatsoever which mightdealing with, but for the provisions any collateral security by whomsoever at any time pledged or mortgaged to secure, or however securing, any of this Section 3, constitute a legal or equitable discharge of or defense to the Guarantor’s 's obligations or any liabilities (including liabilities of the Guarantor hereunder) incurred directly or indirectly in respect thereof.

Guarantee Unconditional. The obligations of the Guarantor hereunder are Guarantee shall be unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under the Indenture or any Notethe Securities, by operation of law or otherwise; (b) any modification or amendment of of, or supplement to to, the Indenture or any Notethe Securities (other than a modification, amendment or supplement effected in accordance with the terms of the Indenture which expressly releases, discharges or otherwise affects the Guarantee); (c) any change in the corporate existence, structure or ownership of the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the Company contained in the Indenture or any Notethe Securities; (d) the existence of any claim, set-off or other rights which right that the Guarantor may have at any time against the Company, the Trustee, the Holder of any Note Trustee or any other Person, whether in connection with the Indenture or any an unrelated transactionstransaction, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (e) any invalidity invalidity, irregularity or unenforceability relating to to, or against the Company for any reason of of, the Indenture or any Notethe Securities, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of, premium, if any, and of or interest on, and on the Securities or any other amounts payable under, the Notes, and any other amounts amount payable by the Company under the Indenture with respect of the NotesIndenture; or (f) any other act or omission to act or delay of any kind by the Company, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 31.02, constitute a legal or equitable discharge of or defense to the Guarantor’s obligations hereunderhereunder (other than an act contemplated by the parenthetical in Section 1.02(b) above).

Guarantee Unconditional. The obligations of the each Guarantor hereunder are as a guarantor under this Section 11 shall constitute a guaranty of payment and not collection and shall be unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by : (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company Borrower or of any other Guarantor under the Indenture this Agreement, any other Credit Document, any Bank Product Agreement, Hedge Agreement or any Note, by operation of law or otherwise; ; (b) any modification or amendment of or supplement to the Indenture this Agreement, any other Credit Document, any Bank Product Agreement or any Note; Hedge Agreement; (c) any change in the corporate existence, structure or ownership of the Companyof, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting affecting, the Company Borrower, any other Guarantor, or its assets any of their respective assets, or any resulting release or discharge of any obligation of the Company Borrower or of any other Guarantor contained in the Indenture or any Note; Credit Document; (d) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the CompanyAdministrative Agent, the Trusteeany Lender, the Holder of any Note L/C Issuer or any other Person, whether or not arising in connection with the Indenture herewith; (e) any failure to assert, or any unrelated transactionsassertion of, provided that nothing herein prevents any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the assertion Borrower, any other Guarantor or any other Person or Property; (f) any application of any such claim sums by separate suit whomsoever paid or compulsory counterclaim; howsoever realized to any obligation of the Borrower, regardless of what obligations of the Borrower remain unpaid; (eg) any invalidity or unenforceability relating to or against the Company Borrower or any other Guarantor for any reason of the Indenture or any Notethis Agreement, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of, premium, if any, and interest on, and any other amounts payable underCredit Document, the Notes, and any other amounts payable by the Company under the Indenture with respect of the Notes; or (f) any other act or omission to act or delay of any kind by the Company, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 3, constitute a legal or equitable discharge of or defense to the Guarantor’s obligations hereunder.Bank

Guarantee Unconditional. The obligations of the Guarantor hereunder Parent under this Article XI are unconditional absolute and absolute and, without unconditional. Without limiting the generality of the foregoing, will the obligations of the Parent under this Article XI shall not be impaired, released, discharged or otherwise affected by: (ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company Borrower under the Indenture this Agreement or any Noteother Credit Document, by operation of law or otherwise; (bii) any modification modification, amendment or amendment waiver of or supplement to the Indenture this Agreement or any NoteCredit Document; (ciii) any release, impairment or invalidity of any guarantee or other liability of any other Credit Party or third party for any obligation of the Borrower under this Agreement or any other Credit Document; (iv) any change in the corporate existence, structure or ownership of the Company, Borrower or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the Company contained in the Indenture or any NoteBorrower; (dv) the existence of any claim, set-off or other rights which the Guarantor Parent may have at any time against the CompanyBorrower, the Trustee, the Holder of any Note Lender or any other Person, whether or not arising in connection with the Indenture Revolving Loans and this Agreement or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaimtransaction; (evi) any invalidity or unenforceability relating to or against the Company Borrower for any reason of the Indenture this Agreement or any Noteother Credit Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Company Borrower of the principal of, premium, if any, and interest on, and any amount payable by it under this Agreement or any other amounts payable under, the Notes, and any other amounts payable by the Company under the Indenture with respect of the NotesCredit Document; or (fvii) any other act or omission to act or delay of any kind by the CompanyBorrower, the Trustee Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 311.2, constitute a legal or equitable discharge of or defense to the GuarantorParent’s obligations hereunderunder this Article XI.

Guarantee Unconditional. The obligations of the Guarantor hereunder are shall be unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under the Indenture or any NoteGuaranteed Obligation, by operation of law or otherwiseotherwise (except that insofar as any such extension, renewal, settlement, compromise, waiver or release alters any Guaranteed Obligation, Guarantor’s obligations hereunder shall be altered pro tanto); (b) any modification or amendment of or supplement to the Indenture Merger Agreement (except that insofar as any such modification, amendment or any Notesupplement alters the Guaranteed Obligations, Guarantor’s obligations hereunder shall be altered pro tanto); (c) any change in the corporate existence, structure or ownership of the CompanyObligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company Obligor or its assets or any resulting release or discharge of any obligation of the Company Obligor contained in the Indenture or any Note; (d) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Company, the Trustee, the Holder of any Note or any other Person, whether in connection with the Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (e) any invalidity or unenforceability relating to or against the Company for any reason of the Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of, premium, if any, and interest on, and any other amounts payable under, the Notes, and any other amounts payable by the Company under the Indenture with respect of the NotesMerger Agreement; or (fd) any other act or omission to act or delay of any kind by the CompanyObligor, the Trustee Beneficiary or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 3paragraph, constitute a legal or equitable discharge of or defense to the Guarantor’s obligations hereunder.

Guarantee Unconditional. The obligations of the Guarantor hereunder are under its Note Guarantee shall be unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company Issuer under the Indenture or any Note, by operation of law or otherwise; (b) any modification or amendment of or supplement to the Indenture or any Note; (c) any change in the corporate existence, structure or ownership of the CompanyIssuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company Issuer or its assets or any resulting release or discharge of any obligation of the Company Issuer contained in the Indenture or any Note; (d) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the CompanyIssuer, the Trustee, the Holder of any Note Trustee or any other Person, whether in connection with the Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (e) any invalidity or unenforceability relating to or against the Company Issuer for any reason of the Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Company Issuer of the principal of, premium, if any, and of or interest on, and on any Note or any other amounts payable under, the Notes, and any other amounts amount payable by the Company Issuer under the Indenture with respect of the NotesIndenture; or (f) any other act or omission to act or delay of any kind by the CompanyIssuer, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 3Section, constitute a legal or equitable discharge of or defense to the Guarantor’s obligations hereunderthereunder.

Guarantee Unconditional. The obligations of the each Guarantor hereunder are as a guarantor under this Section 9 shall be unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company or of any other Guarantor under the Indenture this Agreement or any Note, other Loan Document or by operation of law or otherwise; (b) any modification or amendment of or supplement to the Indenture this Agreement or any Noteother Loan Document; (c) any change in the corporate existence, structure or ownership of the Companyof, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting affecting, the Company Company, any other Guarantor, or its assets any of their respective assets, or any resulting release or discharge of any obligation of the Company or of any other Guarantor contained in the Indenture or any NoteLoan Document; (d) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Company, the Trustee, the Holder of any Note Bank or any other Person, whether or not arising in connection with the Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaimherewith; (e) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Company, any other Guarantor or any other Person or Property; (f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Company, regardless of what obligations of the Company remain unpaid; (g) any invalidity or unenforceability relating to or against the Company or any other Guarantor for any reason of the Indenture this Agreement or of any Note, other Loan Document or any provision of applicable law or regulation purporting to prohibit the payment by the Company or any other Guarantor of the principal of, premium, if any, and of or interest on, and on any Note or any other amounts payable under, the Notes, and any other amounts amount payable by the Company it under the Indenture with respect of the NotesLoan Documents; or (fh) any other act or omission to act or delay of any kind by the CompanyAgent, the Trustee any Bank or any other Person or any other circumstance whatsoever which that might, but for the provisions of this Section 3paragraph, constitute a legal or equitable discharge of or defense to the Guarantor’s obligations hereunderof the Guarantor under this Section 9.

Guarantee Unconditional. The obligations of the each Guarantor hereunder are as a guarantor under this Section 11 shall constitute a guaranty of payment and not collection and shall be unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by : (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company Borrower or of any other Guarantor under the Indenture this Agreement, any other Credit Document, any Bank Product Agreement, Hedge Agreement or any Note, by operation of law or otherwise; ; (b) any modification or amendment of or supplement to the Indenture this Agreement, any other Credit Document, any Bank Product Agreement or any Note; Hedge Agreement; (c) any change in the corporate existence, structure or ownership of the Companyof, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting affecting, the Company Borrower, any other Guarantor, or its assets any of their respective assets, or any resulting release or discharge of any obligation of the Company Borrower or of any other Guarantor contained in the Indenture or any Note; Credit Document; (d) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the CompanyAdministrative Agent, the Trusteeany Lender, the Holder of any Note L/C Issuer or any other Person, whether or not arising in connection with the Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; herewith; (e) any invalidity or unenforceability relating failure to or against the Company for any reason of the Indenture or any Noteassert, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal assertion of, premiumany claim or demand or any exercise of, if anyor failure to exercise, and interest onany rights or remedies against the Borrower, and any other amounts payable under, the Notes, and any other amounts payable by the Company under the Indenture with respect of the Notes; or (f) any other act or omission to act or delay of any kind by the Company, the Trustee Guarantor or any other Person or Property; (f) any other circumstance whatsoever which mightapplication of any sums by whomsoever paid or howsoever realized to any obligation of the Borrower, but for regardless of what obligations of the provisions of this Section 3, constitute a legal or equitable discharge of or defense to the Guarantor’s obligations hereunder.Borrower remain unpaid;

Guarantee Unconditional. The guarantee made by the Guarantor pursuant to this Section 7.02 is a guarantee of payment and performance and not of collection. The obligations of the Guarantor hereunder are shall be continuing, absolute and unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by : (a) any invalidity, illegality or unenforceability against the Investor of this Agreement due to the lack of power or authority of the Investor to enter into or perform this Agreement or as a result of the bankruptcy, insolvency, dissolution, liquidation or reorganization or similar event affecting the Investor; (b) any modification, amendment, restatement, waiver by the Investor or rescission of, or any consent to the departure by the Investor from, any of the terms of this Agreement; (c) any exercise or non-exercise by the Company of any right or privilege under this Agreement and any notice of such exercise or non-exercise; (d) any extension, renewal, settlement, compromise, renewal or waiver or release in respect by the Investor of any obligation of the Company its obligations or liabilities under the Indenture or any Notethis Agreement, by operation of law Law or otherwise; (b) any modification or amendment of or supplement to the Indenture , or any Note; assignment of any such obligations or liabilities by the Company; (ce) any change in the corporate existence, structure or ownership of the Company, or Investor; (f) any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company Investor or its assets or any resulting release or discharge of the Investor’s obligations or liabilities under this Agreement; (g) any obligation requirement that the Company exhaust any right or remedy or take any action against the Investor or any other Person before seeking to enforce the obligations of the Company contained in the Indenture or any Note; Guarantor under this Section 7.02; (dh) the existence of any claimdefense, set-off or other rights which that the Guarantor may have at any time against the Company, the Trustee, the Holder of any Note Company or any other Person, whether in connection with the Indenture herewith or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit ; or compulsory counterclaim; (ei) any invalidity or unenforceability relating suretyship defenses available to or against the Company for any reason of the Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of, premium, if any, and interest on, and any other amounts payable under, the Notes, and any other amounts payable by the Company under the Indenture with respect of the Notes; or (f) any other act or omission to act or delay of any kind by the Company, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 3, constitute a legal or equitable discharge of or defense to the Guarantor’s obligations hereunderguarantor.

Guarantee Unconditional. The obligations of the Guarantor hereunder are Company under this Article 10 shall be unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company PLT under the Indenture or any Note, Loan Document by operation of law or otherwise; (b) any modification or amendment of or supplement to the Indenture or any NoteLoan Document; (c) any modification, amendment, waiver, release, non-perfection or invalidity of any direct or indirect security, or of any guarantee or other liability of any third party, for any obligation of PLT under any Loan Document; (d) any change in the corporate existence, structure or ownership of the CompanyPLT, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company PLT or its assets or any resulting release or discharge of any obligation of the Company PLT contained in the Indenture or any NoteLoan Document; (de) the existence of any claim, set-off or other rights which the Guarantor Company may have at any time against the CompanyPLT, the Trusteeany Agent, the Holder of any Note Lender or any other Person, whether or not arising in connection with the Indenture or any unrelated transactionsLoan Document, provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (ef) any invalidity or unenforceability relating to or against the Company PLT for any reason of the Indenture or any NoteLoan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Company PLT of the principal of, premium, if any, and of or interest on, and on any Loan or any other amounts payable under, the Notes, and any other amounts amount payable by the Company it under the Indenture with respect of the Notesany Loan Document; or (fg) any other act or omission to act or delay of any kind by the CompanyPLT, the Trustee any Agent, any Lender or any other Person or any other circumstance whatsoever which that might, but for the provisions of this Section 3paragraph, constitute a legal or equitable discharge of or defense to the Guarantor’s obligations hereunderof the Company under this Article 10.

Guarantee Unconditional. The obligations of the Guarantor hereunder under this Guarantee are continuing, unconditional and absolute andabsolute, and without limiting the generality of the foregoing, will not be released, discharged discharged, diminished, limited or otherwise affected byby (and the Guarantor hereby consents to or waives, as applicable, to the fullest extent permitted by applicable Law): (ai) any extension, other indulgence, renewal, settlement, discharge, compromise, waiver waiver, subordination or release in respect of any obligation of the Company under the Indenture or any NoteGuaranteed Obligations, by operation of law security, Person or otherwise; (bii) any modification or amendment of the Guaranteed Obligations, including any increase or supplement to the Indenture or decrease in any Noteamount thereof; (ciii) any change in the corporate existence, structure structure, constitution, name, objects, powers, business, control or ownership of the CompanyBuyer or any other Person, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company Buyer or any other Person or its assets or any resulting release or discharge of any obligation of the Company contained in the Indenture or any Noteassets; (d) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Company, the Trustee, the Holder of any Note or any other Person, whether in connection with the Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (eiv) any invalidity invalidity, illegality or unenforceability relating to or against the Company for any reason of the Indenture or any Note, Buyer or any provision of applicable law or regulation Law purporting to prohibit the payment or performance by the Company Buyer of the principal ofGuaranteed Obligations; (v) any defense arising by reason of any failure of any Seller to make any presentment, premiumdemand for performance, if anynotice of non-performance, and interest onprotest, and any other amounts payable undernotice (including notice of acceptance of this guarantee, partial payment or non-payment of all or any part of the NotesGuaranteed Obligations and the existence, and creation, or incurring of new or additional Guaranteed Obligations); (vi) any defense arising by reason of any failure of any Seller to proceed against Buyer or any other amounts payable by Person, to proceed against, apply or exhaust any security held from Buyer or any other Person for the Company under Guaranteed Obligations, to proceed against, apply or exhaust any security held from the Indenture with respect Guarantor or any other Person for this Guarantee or to pursue any other remedy in the power of the NotesSellers whatsoever; (vii) any Law which provides that the obligation of a guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal obligation or which reduces a guarantor’s obligation in proportion to the principal obligation; (viii) any defense arising by reason of any incapacity, lack of authority, or other defense of Buyer or any other Person; or (fix) any other act defense based upon or omission to act or delay arising out of any kind bankruptcy, insolvency, reorganization, moratorium, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by the Company, the Trustee or against Buyer or any other Person Person, including any discharge of, or bar against collecting, any other circumstance whatsoever which mightof the Guaranteed Obligations, but for the provisions in or as a result of this Section 3, constitute a legal or equitable discharge of or defense to the Guarantor’s obligations hereunderany such proceeding.

Guarantee Unconditional. (a) The obligations of the Guarantor Guaranteeing Subsidiary hereunder are direct, unsubordinated, unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by: (a1) any extension, renewal, settlement, compromise, failure to enforce, waiver or release in respect of any obligation of the Company Issuers under the Indenture, this Supplemental Indenture or any Noteunder the Notes, by operation of law or otherwise; (b2) any rescission, waiver or, subject to Section 10.03 of the Indenture, any modification or amendment of or supplement to to, the Indenture or any Notethe Notes; (c3) the occurrence or notice of any default or event of default under the Indenture or under any other agreement, (4) any change in the corporate existence, structure or ownership of the Companyan Issuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company an Issuer or its their assets or any resulting release or discharge of any obligation of the Company an Issuer contained in under the Indenture or any Noteunder the Notes; (d5) the existence of any claim, set-off or other rights which the Guarantor Guaranteeing Subsidiary may have at any time against the Companyan Issuer, the Trustee, the Holder of any Note Notes Administrator or any other Person, whether in connection with the Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (e6) any invalidity or unenforceability relating to or against the Company an Issuer for any reason of the Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Company an Issuer of the principal of, premium, if any, and of or interest on, and on the Notes or any other amounts payable under, the Notes, and any other amounts amount payable by the Company an Issuer under the Indenture with respect of the NotesIndenture; or (f7) any other act or omission to act or delay of any kind by the Companyan Issuer, the Trustee Trustee, the Notes Administrator or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 3paragraph, constitute a legal or equitable discharge of or defense to the Guarantorsuch Guaranteeing Subsidiary’s obligations hereunder.

Guarantee Unconditional. The obligations of the Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by: (a) 2.2.1 any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under the this Indenture or any Note, by operation of law or otherwise; (b) 2.2.2 any modification or amendment of or supplement to the this Indenture or any Note; (c) 2.2.3 any change in the corporate existence, structure or ownership of the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the Company contained in the this Indenture or any Note; (d) 2.2.4 the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Company, the Trustee, the Holder of any Note Trustee or any other Person, whether in connection with the Indenture or any unrelated transactions, provided ; PROVIDED that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (e) 2.2.5 any invalidity or unenforceability relating to or against the Company for any reason of the this Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of, premium, if any, and of or interest on, and on any Note or any other amounts payable under, the Notes, and any other amounts amount payable by the Company under the Indenture with respect of the NotesIndenture; or (f) 2.2.6 any other act or omission to act or delay of any kind by the Company, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 3paragraph, constitute a legal or equitable discharge of or defense to the such Guarantor’s obligations hereunder.

Guarantee Unconditional. The obligations of the each Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, will not be released, discharged or otherwise affected by (aA) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under the this Indenture or any Note, by operation of law or otherwise; (bB) any modification or amendment of or supplement to the this Indenture or any Note; (cC) any change in the corporate existence, structure or ownership of the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the Company contained in the this Indenture or any Note; (dD) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Company, the Trustee, the Holder of any Note Trustee or any other Person, whether in connection with the this Indenture or any unrelated transactions, ; provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (eE) any invalidity or unenforceability relating to or against the Company for any reason of the this Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of, premium, if any, and of or interest on, and on any Note or any other amounts payable under, the Notes, and any other amounts amount payable by the Company under the Indenture with respect of the Notesthis Indenture; or (fF) any other act or omission to act or delay of any kind by the Company, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 3paragraph, constitute a legal or equitable discharge of or defense to the such Guarantor’s obligations hereunder.

Guarantee Unconditional. The obligations of the Guarantor hereunder are shall be unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company Obligor under the Indenture or any NoteAgreement, by operation of law or otherwise; (b) any modification or amendment of or supplement to the Indenture or any NoteAgreement; (c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of Obligor under the Agreement; (d) any change in the corporate existence, structure or ownership of the CompanyObligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company Obligor or its assets or any resulting release or discharge of any obligation of the Company Obligor contained in the Indenture or any NoteAgreement; (de) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the CompanyObligor, the Trustee, the Holder of any Note Beneficiary or any other Personentity, whether in connection herewith or with the Indenture or any unrelated transactions, ; provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (ef) any invalidity or unenforceability relating to or against the Company Obligor for any reason of the Indenture or any Note, Agreement or any provision of applicable law or regulation purporting to prohibit the payment by the Company Obligor of the principal of, premium, if any, and interest on, and any other amounts payable under, the Notes, and any other amounts payable by the Company under the Indenture with respect of the NotesObligations; or (fg) any other act or omission to act or delay of any kind by the CompanyObligor, the Trustee any Beneficiary or any other Person person or any other circumstance whatsoever which that might, but for the provisions of this Section 3paragraph, constitute a legal or equitable discharge of or defense (other than defense of payment) to the Guarantor’s obligations hereunder.

Guarantee Unconditional. The obligations of the Performance Guarantor hereunder under this Article 8 are continuing, unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged discharged, diminished, limited, impaired or otherwise affected byby (and the Performance Guarantor hereby waives, to the fullest extent permitted by applicable law): (a) any extension, other indulgence, renewal, settlement, discharge, compromise, waiver waiver, subordination or release in respect of any obligation of the Company under the Indenture or any NoteObligation, by operation of law security, person or otherwise; (b) any modification or amendment of or supplement to the Indenture Obligations made in accordance with the Transaction Documents or otherwise, including, without limitation, any Noteincrease or decrease in any amount payable under this Agreement; (c) any release, non-perfection or invalidity of any direct, indirect or collateral security for any Obligation; (d) any change in the corporate existence, structure structure, constitution, name, objects, powers, business or ownership control of the CompanySeller or PHH VMS or any other person, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company Seller or its assets PHH VMS or any resulting release or discharge of any obligation of the Company contained in the Indenture other person, or any Noteof their assets; (de) the existence of any claim, set-off or other rights which the Performance Guarantor may have at any time against the CompanySeller or PHH VMS, the TrusteeTrust, the Holder of any Note or any other Personperson, whether in connection with the Indenture herewith or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (ef) any invalidity invalidity, illegality or unenforceability relating to or against the Company for any reason of the Indenture Seller or any Note, PHH VMS or any provision of applicable law or regulation purporting to prohibit the payment or performance by the Company Seller or PHH VMS of any Obligation including, the payment of any principal or interest; (g) any limitation, postponement, prohibition, subordination or other restriction on the right of the Trust to payment and performance of the Obligations; (h) any release, substitution or addition of any co-signer, endorser or other guarantor, including, without limitation, the Seller or PHH VMS, of any of the Obligations; (i) any defence arising by reason of any failure by the Trust to make any presentment, demand for performance, notice of non-performance, protest or any other notice, including notice of any of the following: acceptance of this Agreement, partial payment or non-payment, a partial performance or non-performance of all or any part of the Obligations and the existence, creation or incurring of new or additional Obligations; (j) any defence arising by reason of any failure by the Trust to proceed against the Seller or PHH VMS or any other person, to proceed against, apply or exhaust any security held, or granted by or from the Seller or PHH VMS or any other person, for any of the Obligations, to proceed against, apply or exhaust any security held from the Performance Guarantor or any other person for this Agreement or to pursue any other remedy in the power of the Trust whatsoever; (k) any law which provides that the obligation of a guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal obligation or which reduces a guarantor’s obligation in proportion to the principal obligation; (l) any defence arising by reason of any incapacity, lack of authority or other defence of the Seller or PHH VMS or any other person, or by reason of any limitation, postponement, prohibition on the Trust’s right to payment of the Obligations or any part thereof, or by reason of the cessation from any cause whatsoever of the liability of the Seller or PHH VMS or any other person, with respect to all or any part of the Obligations, or by reason of any act or omission of the Trust or others which directly or indirectly results in the discharge or release of the Seller or PHH VMS or any other person, of all or any part of the Obligations or any security or guarantee therefor, whether by contract, operation of law or otherwise; (m) any defence arising by reason of any failure by the Trust to obtain, perfect or maintain a perfected or prior (or any) security interest in or lien or encumbrance upon any property of the Seller or PHH VMS or any other person, or by reason of any interest of the Trust in any property, whether as owner, lessee or bailee thereof or as the holder of a security interest therein or lien or encumbrance thereon, being invalidated, voided, declared fraudulent or preferential or otherwise set aside, or by reason of any impairment by the Trust of any right to recourse or collateral; (n) any defence arising by reason of the failure by the Trust to marshal any assets; (o) any defence based upon any failure by the Trust to give to the Seller or PHH VMS or the Performance Guarantor notice of any sale or other disposition of any property securing any or all of the Obligations or any guarantee thereof, or any defect in any notice that may be given in connection with any sale or other disposition of any such property, or any failure of the Trust to comply with any provision of applicable law in enforcing any security interest in or lien upon any such property, including, without limitation, any failure by the Trust to dispose of any such property in a commercially reasonable manner; (p) any dealing whatsoever with the Seller or PHH VMS or any other person, or any security, whether negligently or improvidently or not, or any failure to do so; (q) any defence based upon or arising out of any bankruptcy, insolvency, reorganization, moratorium, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against the Seller or PHH VMS or any other person, or any discharge of, premiumor bar against collecting, if any, and interest on, and any other amounts payable under, the Notes, and any other amounts payable by the Company under the Indenture with respect of the NotesObligations, in or as a result of any such proceeding; or (fr) any other act or omission to act or delay of any kind by the CompanySeller or PHH VMS, the Trustee Trust or any other Person person, or any other circumstance whatsoever whatsoever, whether similar or dissimilar to the foregoing, which might, but for the provisions of this Section 38.4, constitute a legal or equitable discharge discharge, limitation or reduction of or defense to the Performance Guarantor’s obligations hereunderhereunder (other than the payment and extinguishment in full of all of the Obligations). The foregoing provisions apply (and the foregoing waivers by the Performance Guarantor will be effective) even if the effect of any action (or failure to take action) by the Trust is to destroy or diminish the Performance Guarantor’s subrogation rights, the Performance Guarantor’s right to proceed against the Seller or PHH VMS for reimbursement, the Performance Guarantor’s right to recover contribution from any other guarantor or any other right or remedy which may be available to the Performance Guarantor.

Guarantee Unconditional. The obligations of the Guarantor hereunder Parent under this Section 11 are unconditional absolute and absolute and, without unconditional. Without limiting the generality of the foregoing, will the obligations of the Parent under this Section 11 shall not be impaired, released, discharged or otherwise affected by: (ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under the Indenture Borrower or any Noteother Credit Party under this Agreement or any other Loan Document, by operation of law or otherwise; (bii) any modification modification, amendment or amendment waiver of or supplement to the Indenture this Agreement or any NoteLoan Document; (ciii) any release, impairment or invalidity of any guarantee or other liability of any other Credit Party or third party for any obligation of the Borrower under this Agreement or any other Loan Document; (iv) any change in the corporate existence, structure or ownership of the Company, Borrower or any other Credit Party or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets Borrower or any resulting release or discharge of any obligation of the Company contained in the Indenture or any Noteother Credit Party; (dv) the existence of any claim, set-off or other rights which the Guarantor Parent may have at any time against the CompanyBorrower or any other Credit Party, the Trustee, the Holder of any Note Bank or any other Person, whether or not arising in connection with the Indenture Advances and this Agreement or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaimtransaction; (evi) any invalidity or unenforceability relating to or against the Company Borrower or any other Credit Party for any reason of the Indenture this Agreement or any Noteother Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of, premium, if any, and interest on, and any other amounts Credit Party of any amount payable under, the Notes, and by it under this Agreement or any other amounts payable by the Company under the Indenture with respect of the NotesLoan Document; or (fvii) any other act or omission to act or delay of any kind by the Companyany other Credit Party, the Trustee Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 311.2, constitute a legal or equitable discharge of or defense to the Guarantor’s Parent's obligations hereunderunder this Section 11.

Guarantee Unconditional. The obligations of the each Guarantor hereunder are unconditional and absolute absolute, irrespective of the value, genuineness, legality, validity, regularity and enforceability of the obligations of the Issuer, the Parent and the Guarantors under this Indenture or any other agreement or instrument referred to herein, and, without limiting the generality of the foregoing, to the extent permitted by applicable law, will not be released, discharged or otherwise affected by: (a1) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company Issuer under the this Indenture or any Note, by operation of law or otherwise; (b2) any rescission, waiver, modification or amendment of or supplement to the this Indenture or any Note, or any agreement or instrument executed pursuant thereto; (c3) any change in the corporate existence, structure or ownership of the CompanyIssuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company Issuer or its assets or any resulting release or discharge of any obligation of the Company Issuer contained in the this Indenture or any Note; (d4) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the CompanyIssuer, the Trustee, the Holder of any Note Trustee or any other Person, whether in connection with the this Indenture or any unrelated transactions, ; provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (e5) any invalidity or unenforceability relating to or against the Company Issuer for any reason of the this Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Company Issuer of the principal of, premium, if any, and of or interest on, and on any Note or any other amounts payable under, the Notes, and any other amounts amount payable by the Company Issuer under this Indenture; (6) any failure to perfect any lien or security interest granted to, or in favor of, the Indenture with respect of the NotesHolders; or (f7) any other act or omission to act or delay of any kind by the CompanyIssuer, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 3paragraph, constitute a legal or equitable discharge of or defense to the such Guarantor’s obligations hereunder.

Guarantee Unconditional. The obligations of the Guarantor hereunder are under this Section 8 shall be unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by : (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company any other Obligor under the Indenture or any NoteLoan Document, by operation of law or otherwise; ; (b) any modification or amendment of or supplement to the Indenture or any Note; Loan Document; (c) any modification, amendment, waiver, release, non-perfection or invalidity of any direct or indirect security, or of any guarantee or other liability of any third party, for any obligation of any other Obligor under any Loan Document; (d) any change in the corporate existence, structure or ownership of the Companyany other Obligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company any other Obligor or its assets or any resulting release or discharge of any obligation of the Company any other Obligor contained in the Indenture or any Note; Loan Document; (de) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Company, the Trustee, the Holder of any Note other Obligor or any other Person, whether or not arising in connection with the Indenture or any unrelated transactionsLoan Document, provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; ; (ef) any invalidity or unenforceability relating to or against the Company any other Obligor for any reason of the Indenture or any NoteLoan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Company any other Obligor of the principal of, premium, if any, and of or interest on, and on the Note or any other amounts payable under, the Notes, and any other amounts amount payable by the Company it under the Indenture with respect of the Notesany Loan Document; or or (fg) any other act or omission to act or delay of any kind by the Companyany other Obligor, the Trustee any Lender or any other Person or any other circumstance whatsoever which that might, but for the provisions of this Section 3paragraph, constitute a legal or equitable discharge of or defense to the Guarantor’s obligations hereunderof the Guarantor under this Section 8.

Guarantee Unconditional. The obligations of the Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under the Indenture or any NoteSecurity, by operation of law or otherwise; (b) any modification or amendment of or supplement to the Indenture or any NoteSecurity; (c) any change in the corporate existence, structure or ownership of the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the Company contained in the Indenture or any NoteSecurity; (d) the existence of any claim, set-set off or other rights which the Guarantor may have at any time against the Company, the Trustee, the Holder of any Note Trustee or any other Person, whether in connection with the Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (e) any invalidity or unenforceability relating to or against the Company for any reason of the Indenture or any NoteSecurity, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of, premium, if any, and of or interest on, and on any Security or any other amounts payable under, the Notes, and any other amounts amount payable by the Company under the Indenture with respect of the NotesIndenture; or (f) any other act or omission to act or delay of any kind by the Company, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 3paragraph, constitute a legal or equitable discharge of or defense to the Guarantor’s obligations hereunder.

Guarantee Unconditional. The obligations of the each Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, will not be released, discharged or otherwise affected by (a1) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company Issuer under the this Indenture or any Note, by operation of law or otherwise; (b2) any modification or amendment of or supplement to the this Indenture or any Note; (c3) any change in the corporate existence, structure or ownership of the CompanyIssuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company Issuer or its assets or any resulting release or discharge of any obligation of the Company Issuer contained in the this Indenture or any Note; (d4) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the CompanyIssuer, the Trustee, the Holder of any Note Trustee or any other Person, whether in connection with the this Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (e5) any invalidity or unenforceability relating to or against the Company Issuer for any reason of the this Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Company Issuer of the principal of, premium, if any, and or interest on, and on any Note or any other amounts payable under, the Notes, and any other amounts amount payable by the Company Issuer under the Indenture with respect of the Notesthis Indenture; or (f6) any other act or omission to act or delay of any kind by the CompanyIssuer, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 3paragraph, constitute a legal or equitable discharge of or defense to the such Guarantor’s obligations hereunder.

Guarantee Unconditional. The Except as provided in Section 8 hereof, the obligations of the each Subsidiary Guarantor hereunder are under this Guaranty Agreement shall be unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the any other Vencor Company under the Indenture or any Note, Financing Document by operation of law or otherwise; (b) any modification modification, amendment or amendment waiver of or supplement to the Indenture or any NoteFinancing Document; (c) any release, impairment, non-perfection or invalidity of any direct or indirect security, or of any guarantee or other liability of any third party, for any obligation of any other Vencor Company under any Financing Document; (d) any change in the corporate existence, structure or ownership of the any other Vencor Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the any other Vencor Company or its assets assets, or any resulting release or discharge of any obligation of the any other Vencor Company contained in the Indenture or any NoteFinancing Document; (de) the existence of any claim, set-off or other rights which the such Subsidiary Guarantor may have at any time against the any other Vencor Company, the Trustee, the Holder of any Note Lender Party or any other Person, whether or not arising in connection with the Indenture or any unrelated transactions, this Guaranty Agreement; provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (ef) any invalidity or unenforceability relating to or against the any other Vencor Company for any reason of the Indenture or any NoteFinancing Document, or any provision of applicable law or regulation purporting to prohibit the payment by the any other Vencor Company of the principal of, premium, if any, and interest on, and any other amounts payable under, the Notes, and any other amounts amount payable by the Company it under the Indenture with respect of the Notesany Financing Document; or (fg) any other act or omission to act or delay of any kind by the any other Vencor Company, the Trustee any Lender Party or any other Person or any other circumstance whatsoever which that might, but for the provisions of this Section 3Section, constitute a legal or equitable discharge of or defense to the such Subsidiary Guarantor’s 's obligations hereunderunder this Guaranty Agreement.

Guarantee Unconditional. The obligations of the each Guarantor hereunder are as a guarantor under this Section 9 shall be unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by : (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company or of any other Guarantor under the Indenture this Agreement or any Note, other Loan Document or by operation of law or otherwise; ; (b) any modification or amendment of or supplement to the Indenture this Agreement or any Note; other Loan Document; (c) any change in the corporate existence, structure or ownership of the Companyof, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting affecting, the Company Company, any other Guarantor, or its assets any of their respective assets, or any resulting release or discharge of any obligation of the Company or of any other Guarantor contained in the Indenture or any Note; Loan Document; (d) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Company, the Trustee, the Holder of any Note Bank or any other Person, whether or not arising in connection with the Indenture herewith; (e) any failure to assert, or any unrelated transactionsassertion of, provided that nothing herein prevents any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the assertion Company, any other Guarantor or any other Person or Property; (f) any application of any such claim sums by separate suit whomsoever paid or compulsory counterclaim; howsoever realized to any obligation of the Company, regardless of what obligations of the Company remain unpaid; (eg) any invalidity or unenforceability relating to or against the Company or any other Guarantor for any reason of the Indenture this Agreement or of any Note, other Loan Document or any provision of applicable law or regulation purporting to prohibit the payment by the Company or any other Guarantor of the principal of, premium, if any, and of or interest on, and any other amounts payable under, on the Notes, and any other amounts payable by the Company under the Indenture with respect of the Notes; or (f) any other act or omission to act or delay of any kind by the Company, the Trustee Note or any other Person or any other circumstance whatsoever which might, but for amount payable by it under the provisions of this Section 3, constitute a legal or equitable discharge of or defense to the Guarantor’s obligations hereunder.Loan Documents; or

Guarantee Unconditional. The guarantee made by the Guarantor pursuant to this Article III is a guarantee of payment and performance and not of collection. The obligations of the Guarantor hereunder are shall be continuing, absolute and unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by : (a) any invalidity, illegality or unenforceability against the Investor of this Agreement due to the lack of power or authority of the Investor to enter into or perform this Agreement or as a result of the bankruptcy, insolvency, dissolution, liquidation or reorganization or similar event affecting the Investor; (b) any modification, amendment, restatement, waiver by the Investor or rescission of, or any consent to the departure by the Investor from, any of the terms of this Agreement; (c) any exercise or non-exercise by the Company of any right or privilege under this Agreement and any notice of such exercise or non-exercise; (d) any extension, renewal, settlement, compromise, renewal or waiver or release in respect by the Investor of any obligation of the Company its obligations or liabilities under the Indenture or any Notethis Agreement, by operation of law Law or otherwise; (b) any modification or amendment of or supplement to the Indenture , or any Note; assignment of any such obligations or liabilities by the Company; (ce) any change in the corporate existence, structure or ownership of the Company, or Investor; (f) any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company Investor or its assets or any resulting release or discharge of the Investor’s obligations or liabilities under this Agreement; (g) any obligation requirement that the Company exhaust any right or remedy or take any action against the Investor or any other Person before seeking to enforce the obligations of the Company contained in the Indenture or any Note; Guarantor under this Article III; (dh) the existence of any claimdefense, set-off or other rights which that the Guarantor may have at any time against the Company, the Trustee, the Holder of any Note Company or any other Person, whether in connection with the Indenture herewith or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit ; or compulsory counterclaim; (e) any invalidity or unenforceability relating to or against the Company for any reason of the Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of, premium, if any, and interest on, and any other amounts payable under, the Notes, and any other amounts payable by the Company under the Indenture with respect of the Notes; or (fi) any other act or omission suretyship defenses available to act or delay of any kind by the Company, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 3, constitute a legal or equitable discharge of or defense to the Guarantor’s obligations hereunderguarantor.

Guarantee Unconditional. The obligations of the each ----------------------- Guarantor hereunder are under this Article X shall be continuing, unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under the Indenture or any Noteof the other Guarantors under this Agreement, the Notes or any other Loan Document, by operation of law or otherwise; (b) any modification or amendment of or supplement to this Agreement, the Indenture Notes or any Noteother Loan Document; (c) any modification, amendment, waiver, release, non-perfection or invalidity of any direct or indirect security, or of any guaranty or other liability of any third party, for any obligation of the Company or any other Guarantor under this Agreement, the Notes or any other Loan Document; (d) any change in the corporate existence, structure or ownership of the CompanyCompany or any Guarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets any Guarantor, or any of their respective assets, or any resulting release or discharge of any obligation of the Company contained in this Agreement, the Indenture Notes or any Noteother Loan Document; (de) the existence of any claim, set-set off or other rights right which the any Guarantor may have at any time against the Company, the Trusteeany other Guarantor, any Bank, the Holder of any Note Agent or any other Personperson or entity, whether or not arising in connection with this Agreement, the Indenture Notes or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaimother Loan Document; (ef) any invalidity or unenforceability relating to or against the Company or any other Guarantor for any reason of the Indenture whole or any Noteprovision of this Agreement, the Notes or other Loan Document, or any provision of applicable law or regulation Applicable Law purporting to prohibit the payment by the Company or such Guarantor of the principal ofany Obligation, premium, if any, and interest on, and or any other amounts amount payable underby it under this Agreement, the Notes, and Notes or any other amounts payable by the Company under the Indenture with respect of the Notes; orLoan Document; (fg) any other act or omission to act or delay of any kind by the Company, any other Guarantor, any Bank, the Trustee Agent, either Collateral Agent or any other Person person or entity, or any other circumstance whatsoever which mightwhatsoever, but for the provisions of this Section 3, that might constitute a legal or equitable discharge of the obligations of any Guarantor under this Article X; or (h) any future changes in conditions, including any change of law or defense any invalidity or irregularity with respect to the Guarantor’s obligations hereunderissuance of the Loan Documents.

Guarantee Unconditional. The obligations of the Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged discharged, or otherwise affected or impaired by: (a) any extension, renewal, settlement, compromise, waiver waiver, release or release moratorium in respect of any obligation of the Company under the Indenture this Agreement or any NoteWarrant, in whole or in part, by operation of law or otherwise; (b) any waiver, modification or amendment of or supplement to the Indenture this Agreement or any NoteWarrant; (c) any change in the corporate existence, structure or ownership of the Company, or any insolvency, bankruptcy, receivership, reorganization or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the Company contained in the Indenture this Agreement or any NoteWarrant; (d) the existence of any claim, set-off counterclaim, set off, recoupment or other rights or defenses which the Guarantor may have at any time against the Company, the Trustee, the Holder of any Note Warrant Agent or any other Person, whether in connection with the Indenture this Agreement or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (e) any invalidity or unenforceability relating to or against the Company for any reason of the Indenture this Agreement or any NoteWarrant, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of, premium, if any, any amounts due and interest on, and payable under any Warrant or any other amounts payable under, the Notes, and any other amounts amount due payable by the Company under this Agreement (except in each case as may result from the Indenture with respect application of the Notesany applicable statute of limitations); or (f) any other act or omission to act or delay of any kind by the Company, the Trustee Warrant Agent or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 3paragraph, constitute a legal or equitable discharge of or defense to the Guarantor’s obligations hereunder (other than the indefeasible payment in full of all of the Guarantor’s obligations hereunder).

Guarantee Unconditional. The obligations of the Guarantor Parent hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under the Supplemented Indenture or any Note, by operation of law or otherwise; (b) any modification or amendment of or supplement to the Supplemented Indenture or any Note; (c) any change in the corporate existence, structure or ownership of the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the Company contained in the Supplemented Indenture or any Note; (d) the existence of any claim, set-off or other rights which the Guarantor Parent may have at any time against the Company, the Trustee, the Holder of any Note Trustee or any other Person, whether in connection with the Supplemented Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (e) any invalidity or unenforceability relating to or against the Company for any reason of the Supplemented Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of, premium, if any, and of or interest on, and on any Note or any other amounts payable under, the Notes, and any other amounts amount payable by the Company under the Indenture with respect of the NotesSupplemented Indenture; or (f) any other act or omission to act or delay of any kind by the Company, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 3paragraph, constitute a legal or equitable discharge of or defense to the GuarantorParent’s obligations hereunder.

Guarantee Unconditional. The obligations of the each Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoingforegoing and except as expressly set forth herein, will not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company Issuers under the this Indenture or any Note, by operation of law or otherwise; (b) any modification or amendment of or supplement to the this Indenture or any Note; (c) any change in the corporate existence, structure or ownership of the Companyan Issuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company an Issuer or its assets or any resulting release or discharge of any obligation of the Company an Issuer contained in the this Indenture or any Note; (d) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the CompanyIssuers, the Trustee, the Holder of any Note Trustee or any other Person, whether in connection with the this Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (e) any invalidity or unenforceability relating to or against the Company an Issuer for any reason of the this Indenture or any Note, or any provision of applicable law or regulation Applicable Law purporting to prohibit the payment by the Company an Issuer of the principal of, premium, if any, and of or interest on, and on any Note or any other amounts payable under, the Notes, and any other amounts amount payable by the Company Issuers under the Indenture with respect of the Notesthis Indenture; or (f) any other act or omission to act or delay of any kind by the CompanyIssuers, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 3Section, constitute a legal or equitable discharge of or defense to the such Guarantor’s obligations hereunder.

Guarantee Unconditional. (i) The obligations of the Guarantor hereunder each Credit Party under this Article X are continuing, unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged discharged, diminished, limited or otherwise affected by by (and each Credit Party hereby consents to or waives, as applicable, to the fullest extent permitted by applicable law): (a) any extension, other indulgence, renewal, settlement, discharge, compromise, waiver waiver, subordination or release in respect of any obligation of the Company under the Indenture or any NoteObligation, by operation of law security, Person or otherwise; ; (b) any modification or amendment of or supplement to the Indenture Obligations, including any increase or any Note; decrease in the principal, the rates of interest or other amounts payable thereunder; (c) any release, non perfection or invalidity of any direct or indirect security for any Obligation; (d) any change in the corporate existence, structure structure, constitution, name, objects, powers, business, control or ownership of the Companyany Borrower or any other Person, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company any Borrower or any other person or its assets or any resulting release or discharge of any obligation of the Company contained in the Indenture or any Note; assets; (de) the existence of any claim, set-off setoff or other rights which the Guarantor any Credit Party may have at any time against the Companyany Borrower, the TrusteeAdministrative Agent, the Holder of Collateral Agent, the Funding Agent, any Note Lender, or any other Person, whether in connection with the Indenture herewith or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; ; (ef) any invalidity invalidity, illegality or unenforceability relating to or against the Company for any reason of the Indenture or any Note, Borrower or any provision of applicable law or regulation purporting to prohibit the payment by the Company any Borrower of the principal ofor interest under the Obligations; (g) any limitation, premiumpostponement, if anyprohibition, and interest onsubordination or other restriction on the rights of the Administrative Agent, the Collateral Agent, the Funding Agent, or any Lender to payment of the Obligations; (h) any release, substitution or addition of any cosigner, endorser or other guarantor of the Obligations; (i) any defense arising by reason of any failure of the Administrative Agent, the Collateral Agent, the Funding Agent, or any Lender to make any presentment, demand for performance, notice of non performance, protest, and any other amounts payable undernotice, including notice of all of the following: acceptance of this Article X, partial payment or non payment of all or any part of the Obligations and the existence, creation, or incurring of new or additional Obligations; (j) any defense arising by reason of any failure of the Administrative Agent, the NotesCollateral Agent, and the Funding Agent, or any Lender to proceed against any Borrower or any other amounts payable Person, to proceed against, apply or exhaust any security held from any Borrower or any other Person for the Obligations, to proceed against, apply or exhaust any security held from any Credit Party or any other Person for this Article X or to pursue any other remedy in the power of the Administrative Agent, the Collateral Agent, the Funding Agent, or any Lender whatsoever; (k) any law which provides that the obligation of a guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal obligation or which reduces a guarantor’s obligation in proportion to the principal obligation; (l) any defense arising by reason of any incapacity, lack of authority, or other defense of any Borrower or any other Person, or by reason of any limitation, postponement, prohibition on the Administrative Agent’s, the Collateral Agent’s, the Funding Agent’s, ’s or any Lender’s right to payment of the Obligations or any part thereof, or by reason of the cessation from any cause whatsoever of the liability of any Borrower or any other Person with respect to all or any part of the Obligations, or by reason of any act or omission of the Administrative Agent, the Collateral Agent, the Funding Agent, any Lender or others which directly or indirectly results in the discharge or release of any Borrower or any other Person or all or any part of the Obligations or any security or guarantee therefor, whether by contract, operation of law or otherwise; (m) any defense arising by reason of any failure by the Company under Administrative Agent, the Indenture with respect Collateral Agent, the Funding Agent, or any Lender to obtain, perfect or maintain a perfected or prior (or any) security interest in or lien or encumbrance upon any property of any Borrower or any other Person, or by reason of any interest of the NotesAdministrative Agent, the Collateral Agent, the Funding Agent, or any Lender in any property, whether as owner thereof or the holder of a security interest therein or lien or encumbrance thereon, being invalidated, voided, declared fraudulent or preferential or otherwise set aside, or by reason of any impairment by the Administrative Agent, the Collateral Agent, the Funding Agent, or any Lender of any right to recourse or collateral; or (fn) any defense arising by reason of the failure of the Administrative Agent, the Collateral Agent, the Funding Agent, or any Lender to ▇▇▇▇▇▇▇▇ any assets; (o) any defense based upon any failure of the Administrative Agent, the Collateral Agent, the Funding Agent, or any Lender to give to any Borrower or any Credit Party notice of any sale or other disposition of any property securing any or all of the Obligations or any guarantee thereof, or any defect in any notice that may be given in connection with any sale or other disposition of any such property, or any failure of the Administrative Agent, the Collateral Agent, the Funding Agent, or any Lender to comply with any provision of applicable law in enforcing any security interest in or lien upon any such property, including any failure by the Administrative Agent, the Collateral Agent, the Funding Agent, to dispose of any such property in a commercially reasonable manner; (p) any dealing whatsoever with any Borrower or other Person or any security, whether negligently or not, or any failure to do so; (q) any defense based upon or arising out of any bankruptcy, insolvency, reorganization, moratorium, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Borrower or any other Person, including any discharge of, or bar against collecting, any of the Obligations, in or as a result of any such proceeding; or (r) any other act or omission to act or delay of any kind by the Companyany Borrower, the Trustee Administrative Agent, the Collateral Agent, the Funding Agent, any Lender, or any other Person or any other circumstance whatsoever whatsoever, whether similar or dissimilar to the foregoing, which might, but for the provisions of this Section 3Article X, constitute a legal or equitable discharge discharge, limitation or reduction of any Credit Party’s obligations hereunder (other than the payment in full of all of the Obligations). The foregoing provisions apply (and the foregoing waivers will be effective) even if the effect of any action (or defense failure to take action) by the Administrative Agent, the Collateral Agent, the Funding Agent, or any Lender is to destroy or diminish any Credit Party’s subrogation rights, each Credit Party’s right to proceed against any Borrower for reimbursement, each Credit Party’s right to recover contribution from any other guarantor or any other right or remedy. (ii) At such time (if any) when the Australian Obligors are fully released from its obligations and liabilities as guarantors and grantors of Liens pursuant to the Guarantor’s terms and conditions of the First Lien Facilities, the Administrative Agent and the Collateral Agent shall, promptly upon the written request of the Borrowers and at their sole expense, release the Australian Obligors from its obligations hereunderand liabilities as Guarantors hereunder and as “Guarantors” and “Grantors” under (and as defined in) the Security Agreement and the other Collateral Documents to which the Australian Obligors are a party, and the Administrative Agent and the Collateral Agent shall execute and deliver to the Borrowers all such other releases or documents reasonable necessary or desirable for the release of such obligations, liabilities and Liens.

Guarantee Unconditional. The obligations of the each Cable Guarantor hereunder with respect to the Securities are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under the Indenture or any Notesuch Security, by operation of law or otherwise; (b) any modification or amendment of or supplement to the Indenture or any Notesuch Security; (c) any change in the corporate existence, structure or ownership of the Companyobligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the Company contained in the Indenture or any Notesuch Security; (d) the existence of any claim, set-off or other rights which the any Cable Guarantor may have at any time against the Company, the Trustee, the Holder of any Note other Cable Guarantor or any other Person, whether in connection with the Indenture or any an unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (e) any invalidity invalidity, irregularity or unenforceability relating to or against the Company for any reason of the Indenture or any Notesuch Security, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of, premium, if any, and of or interest on, and on such Security or any other amounts payable under, the Notes, and any other amounts amount payable by the Company under the Indenture with respect of the NotesIndenture; or (f) any other act or omission to act or delay of any kind by the Company, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 3paragraph, constitute a legal or equitable discharge of or defense to the such Cable Guarantor’s 's obligations hereunder.

Guarantee Unconditional. The obligations of the each Guarantor hereunder are under this Article Seventeen shall be irrevocable, unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver (to the extent permitted by applicable law) or release in respect of any obligation of the Company or any other Guarantor under the this Indenture or any Notethe Securities, by operation of law or otherwise; (b) any modification or amendment of or supplement to the this Indenture or any Notethe Securities; (c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Company or any other Guarantor under this Indenture or the Securities; (d) any change in the corporate organizational existence, structure or ownership of the CompanyCompany or any other Guarantor, or any insolvency, bankruptcy, examinership, reorganization or other similar proceeding affecting the Company or its any other Guarantor or their assets or any resulting release or discharge of any obligation of the Company or any other Guarantor contained in the this Indenture or any Notethe Securities; (de) the existence of any claim, set-off or other rights which the any Guarantor may have at any time against the Company, the Trustee, the any Holder of any Note or any other Person, whether in connection with the Indenture herewith or any unrelated transactions, ; provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (ef) any illegality, invalidity or unenforceability relating to or against the Company or any other Guarantor for any reason of the this Indenture or any Notethe Securities, or any provision of applicable law or regulation purporting to prohibit any borrowing by the Company or the payment by the Company of the principal of, premium, if any, and of or interest on, and on any other amounts payable under, the Notes, and any other amounts payable Security or by the Company or any other Guarantor of any other amount payable by it under this Indenture or the Indenture with respect of the NotesSecurities; or (fg) any other act or omission to act or delay of any kind by the Company, the Trustee any other Guarantor, any Holder or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 3clause (g), constitute a legal or equitable discharge of or defense to the such Guarantor’s obligations hereunder. All rights of the Holder of any Security pursuant thereto or to this Guarantee or the Trustee on behalf of each Holder may be transferred or assigned at any time or from time to time and shall be considered to be transferred or assigned upon the transfer of such Security, whether with or without the consent of or notice to Parent, the Company or any other Guarantor.

Guarantee Unconditional. The obligations of the Parent Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under the this Indenture or any Note, by operation of law or otherwise; (b) any modification or amendment of or supplement to the this Indenture or any Note; (c) any change in the corporate existence, structure or ownership of the Company, or any insolvency, bankruptcy, reorganization reorganizatio n or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the Company contained in the this Indenture or any Note; (d) the existence of any claim, set-set off or other rights which the Parent Guarantor may have at any time against the Company, the Trustee, the Holder of any Note Trustee or any other Person, whether in connection with the this Indenture or any unrelated transactions, ; provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (e) any invalidity invalidity, irregularity, or unenforceability relating to or against the Company for any reason of the this Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of, premium, if any, and interest on, and any other amounts payable under, the Notes, and any other amounts payable by the Company under the Indenture with respect of the Notes; or (f) any other act or omission to act or delay of any kind by the Company, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 3paragraph, constitute a legal or equitable discharge of or defense to the Parent Guarantor’s obligations hereunder.

Guarantee Unconditional. The obligations of the each Guarantor hereunder are shall be unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company Borrowers under the Indenture Credit Agreement or any Noteother Credit Document or any obligation of any Guarantor hereunder or under any Security Document, by operation of law or otherwise; (b) any modification or amendment of or supplement to the Indenture Credit Agreement or any Noteother Credit Document; (c) any release, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrowers under the Credit Agreement or any other Credit Document or any obligation of the Guarantor hereunder or under any Security Document; (d) any change in the corporate existence, structure or ownership of the CompanyBorrowers, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company Borrowers or its assets or any resulting release or discharge of any obligation of the Company Borrowers contained in the Indenture Credit Agreement or any Noteother Credit Document; (de) the existence of any claim, set-off or other rights which the any Guarantor may have at any time against the CompanyBorrowers, the Administrative Agent, the Security Trustee, the Holder of any Note Lender or any other Person, whether in connection with the Indenture herewith or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (ef) any invalidity or unenforceability relating to or against the Company Borrowers for any reason of the Indenture Credit Agreement or any Note, other Credit Document or any provision of applicable law or regulation purporting to prohibit the payment by the Company Borrowers of the principal of, premium, if any, and of or interest on, and on any Loan or any other amounts payable under, the Notes, and any other amounts amount payable by the Company Borrowers under the Indenture with respect of the NotesCredit Agreement or any other Credit Document; or (fg) any other act or omission to act or delay of any kind by the CompanyBorrowers, any Guarantor, the Trustee Administrative Agent, the Security Trustee, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 3paragraph, constitute a legal or equitable discharge of or defense to the each Guarantor’s obligations hereunder.

Guarantee Unconditional. (a) The obligations of the Guarantor Guaranteeing Subsidiary hereunder are direct, unsubordinated, unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by: (a1) any extension, renewal, settlement, compromise, failure to enforce, waiver or release in respect of any obligation of the Company Issuers under the Indenture, this Supplemental Indenture or any Noteunder the Notes, by operation of law or otherwise; (b2) any rescission, waiver or, subject to Section 10.03 of the Indenture, any modification or amendment of or supplement to to, the Indenture or any Notethe Notes; (c3) the occurrence or notice of any default or event of default under the Indenture or under any other agreement, (4) any change in the corporate existence, structure or ownership of the Companyan Issuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company an Issuer or its their assets or any resulting release or discharge of any obligation of the Company an Issuer contained in under the Indenture or any Noteunder the Notes; (d5) the existence of any claim, set-off or other rights which the Guarantor Guaranteeing Subsidiary may have at any time against the Companyan Issuer, the Trustee, the Holder of any Note Trustee or any other Person, whether in connection with the Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (e6) any invalidity or unenforceability relating to or against the Company an Issuer for any reason of the Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Company an Issuer of the principal of, premium, if any, and of or interest on, and on the Notes or any other amounts payable under, the Notes, and any other amounts amount payable by the Company an Issuer under the Indenture with respect of the NotesIndenture; or (f7) any other act or omission to act or delay of any kind by the Companyan Issuer, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 3paragraph, constitute a legal or equitable discharge of or defense to the Guarantorsuch Guaranteeing Subsidiary’s obligations hereunder.

Guarantee Unconditional. The obligations of the each Cable Guarantor hereunder with respect to the Guaranteed Obligations are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under the Indenture or any Note, Agreement by operation of law or otherwise; (b) any modification or amendment of or supplement to the Indenture or any NoteAgreement; (c) any change in the corporate existence, structure or ownership of the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the Company contained in the Indenture or any NoteAgreement; (d) the existence of any claim, set-off or other rights which the any Cable Guarantor may have at any time against the Company, the TrusteeHolders of the Company Securities, the Holder of any Note other Cable Guarantor or any other Person, whether in connection with the Indenture herewith or any an unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (e) any invalidity invalidity, irregularity or unenforceability relating to or against the Company for any reason of the Indenture or any NoteAgreement, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of, premium, if any, and interest on, and any other amounts payable under, the Notes, and any other amounts payable by the Company under pursuant to the Indenture with respect of the NotesAgreement; or (f) any other act or omission to act or delay of any kind by the Company, the Trustee Holders of the Company Securities or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 3paragraph, constitute a legal or equitable discharge of or defense to the such Cable Guarantor’s 's obligations hereunder.

Guarantee Unconditional. The obligations of the New Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under the this Indenture or any Note, by operation of law or otherwise; (b) any modification or amendment of or supplement to the this Indenture or any Note; (c) any change in the corporate existence, structure or ownership of the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the Company contained in the this Indenture or any Note; (d) the existence of any claim, set-off or other rights which the any Guarantor may have at any time against the Company, the Trustee, the Holder of any Note Trustee or any other Person, whether in connection with the this Indenture or any unrelated transactions, ; provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (e) any invalidity or unenforceability relating to or against the Company for any reason of the this Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of, premium, if any, and of or interest on, and on any Note or any other amounts payable under, the Notes, and any other amounts amount payable by the Company under the Indenture with respect of the Notesthis Indenture; or (f) any other act or omission to act or delay of any kind by the Company, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 3paragraph, constitute a legal or equitable discharge of or defense to the any Guarantor’s obligations hereunder.

Guarantee Unconditional. The obligations of the Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged discharged, or otherwise affected or impaired by : (a) any extension, renewal, settlement, compromise, waiver waiver, release, or release moratorium in respect of any obligation of the Company under the this Indenture or any NoteSecurity, in whole or in part, by operation of law or otherwise; ; (b) any waiver, modification or amendment of or supplement to the this Indenture or any Note; Security; (c) any change in the corporate existence, structure or ownership of the Company, or any insolvency, bankruptcy, receivership, reorganization or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the Company contained in the this Indenture or any Note; Security; (d) the existence of any claim, set-off counterclaim, set off, recoupment or other rights or defenses which the Guarantor may have at any time against the Company, the Trustee, the Holder of any Note Trustee or any other Person, whether in connection with the this Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; ; (e) any invalidity or unenforceability relating to or against the Company for any reason of the this Indenture or any NoteSecurity, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of, premium, if any, and of or interest on, and on any other amounts payable under, the Notes, and any other amounts payable by the Company under the Indenture with respect of the NotesSecurity; or or (f) any other act or omission to act or delay of any kind by the Company, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 3paragraph, constitute a legal or equitable discharge of or defense to the Guarantor’s obligations hereunder (other than the indefeasible payment in full of all of Guarantor’s obligations hereunder).

Guarantee Unconditional. The obligations of the each Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by: (a1) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company any Issuer under the this Indenture or any Note, by operation of law or otherwise; (b2) any modification or amendment of or supplement to the this Indenture or any Note; (c3) any change in the corporate existence, structure or ownership of the Companyany Issuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company any Issuer or its assets or any resulting release or discharge of any obligation of the Company any Issuer contained in the this Indenture or any Note; (d4) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Companyany Issuer, the Trustee, the Holder of any Note Trustee or any other Person, whether in connection with the this Indenture or any unrelated transactions, ; provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (e5) any invalidity or unenforceability relating to or against the Company Issuer for any reason of the this Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Company any Issuer of the principal of, premium, if any, and of or interest on, and on any Note or any other amounts payable under, the Notes, and any other amounts amount payable by the Company any Issuer under the Indenture with respect of the Notesthis Indenture; or (f6) any other act or omission to act or delay of any kind by the Companyany Issuer, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 310.02, constitute a legal or equitable discharge of or defense to the such Guarantor’s obligations hereunder.

Guarantee Unconditional. (a) The obligations of the Guarantor Guaranteeing Subsidiary hereunder are direct, unsubordinated, unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by: (a1) any extension, renewal, settlement, compromise, failure to enforce, waiver or release in respect of any obligation of the Company Issuers under the Indenture, this Supplemental Indenture or any Noteunder the Notes, by operation of law or otherwise; (b2) any rescission, waiver or, subject to Section 10.03 of the Indenture, any modification or amendment of or supplement to to, the Indenture or any Notethe Notes; (c3) the occurrence or notice of any default or event of default under the Indenture or under any other agreement, (4) any change in the corporate existence, structure or ownership of the Companyan Issuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company an Issuer or its their assets or any resulting release or discharge of any obligation of the Company an Issuer contained in under the Indenture or any Noteunder the Notes; (d5) the existence of any claim, set-off setoff or other rights which the Guarantor Guaranteeing Subsidiary may have at any time against the Companyan Issuer, the Trustee, the Holder of any Note Trustee or any other Person, whether in connection with the Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (e6) any invalidity or unenforceability relating to or against the Company an Issuer for any reason of the Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Company an Issuer of the principal of, premium, if any, and of or interest on, and on the Notes or any other amounts payable under, the Notes, and any other amounts amount payable by the Company an Issuer under the Indenture with respect of the NotesIndenture; or (f7) any other act or omission to act or delay of any kind by the Companyan Issuer, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 3paragraph, constitute a legal or equitable discharge of or defense to the GuarantorGuaranteeing Subsidiary’s obligations hereunder.

Guarantee Unconditional. The obligations of the Guarantor hereunder are under this Section 8 shall be unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company any other Obligor under the Indenture or any NoteLoan Document, by operation of law or otherwise; (b) any modification or amendment of or supplement to the Indenture or any NoteLoan Document; (c) any modification, amendment, waiver, release, non-perfection or invalidity of any direct or indirect security, or of any guarantee or other liability of any third party, for any obligation of any other Obligor under any Loan Document; (d) any change in the corporate existence, structure or ownership of the Companyany other Obligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company any other Obligor or its assets or any resulting release or discharge of any obligation of the Company any other Obligor contained in the Indenture or any NoteLoan Document; (de) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Company, the Trustee, the Holder of any Note other Obligor or any other Person, whether or not arising in connection with the Indenture or any unrelated transactionsLoan Document, provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (ef) any invalidity or unenforceability relating to or against the Company any other Obligor for any reason of the Indenture or any NoteLoan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Company any other Obligor of the principal of, premium, if any, and of or interest on, and on the Note or any other amounts payable under, the Notes, and any other amounts amount payable by the Company it under the Indenture with respect of the Notesany Loan Document; or (fg) any other act or omission to act or delay of any kind by the Companyany other Obligor, the Trustee any Lender or any other Person or any other circumstance whatsoever which that might, but for the provisions of this Section 3paragraph, constitute a legal or equitable discharge of or defense to the Guarantor’s obligations hereunderof the Guarantor under this Section 8.

Guarantee Unconditional. The obligations of the Guarantor hereunder are Company as a guarantor under this Section 10 shall be unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company Borrowing Subsidiary under the Indenture this Agreement or any Note, other Loan Document or by operation of law or otherwise; (b) any modification or amendment of or supplement to the Indenture this Agreement or any Noteother Loan Document; (c) any change in the corporate existence, structure or ownership of the Companyof, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting affecting, the Company Borrowing Subsidiary or its assets assets, or any resulting release or discharge of any obligation of the Company Borrowing Subsidiary contained in the Indenture or any NoteLoan Document; (d) the existence of any claim, set-off or other rights which the Guarantor either Borrower may have at any time against the Company, the Trustee, the Holder of any Note Bank or any other Person, whether or not arising in connection with the Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaimherewith; (e) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrowing Subsidiary or any other Person or Property; (f) any application of any sums by whomsoever paid or howsoever realized to any obligation of either Borrower, regardless of what obligations of the Borrowing Subsidiary remain unpaid; (g) any invalidity or unenforceability relating to or against the Company Borrowing Subsidiary for any reason of the Indenture this Agreement or of any Note, other Loan Document or any provision of applicable law or regulation purporting to prohibit the payment by the Company Borrowing Subsidiary of the principal ofof or interest on Note Two, premium, if any, and interest on, and or any other amounts payable under, the Notes, and any other amounts amount payable by the Company it under the Indenture with respect of the NotesLoan Documents; or (fh) any other act or omission to act or delay of any kind by the Company, the Trustee Bank or any other Person or any other circumstance whatsoever which that might, but for the provisions of this Section 3paragraph, constitute a legal or equitable discharge of or defense to the Guarantor’s obligations hereunderof the Company under this Section 10.

Guarantee Unconditional. The obligations of the Guarantor hereunder are shall be unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver settlement of or release in respect of any obligation of supplement to the Company under the Indenture or any Note, by operation of law or otherwiseAgreement; (b) any modification or amendment of or supplement to the Indenture or any NoteAgreement; (c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Obligor under the Agreement; (d) any change in the corporate existence, structure or ownership of the CompanyObligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company Obligor or its assets or any resulting release or discharge of any obligation of the Company Obligor contained in the Indenture or any NoteAgreement; (de) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the CompanyObligor, the Trustee, the Holder of any Note Beneficiary or any other Personentity, whether in connection herewith or with the Indenture or any unrelated transactionstransaction, provided that nothing herein prevents shall prevent the assertion of or any such claim by separate suit or compulsory counterclaim; (ef) any invalidity or unenforceability relating to or against the Company Obligor for any reason of the Indenture or any Note, Agreement or any provision of applicable law or regulation purporting to prohibit the payment by the Company Obligor of the principal ofprincipal, premiumpremium or interest on any loan made pursuant to, if any, and interest on, and or any other amounts amount payable under, pursuant to the Notes, and any other amounts payable by the Company under the Indenture with respect of the NotesAgreement; or (fg) any other act or omission to act or delay of any kind by the CompanyObligor, the Trustee Beneficiary or any other Person person or any other circumstance whatsoever whatever which might, but for the provisions of this Section 3paragraph, constitute a legal or equitable discharge of or defense to the Guarantor’s obligations hereunder.

Guarantee Unconditional. The obligations of the each Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by: (a1) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company Issuer under the Indenture or any Note, by operation of law or otherwise; (b2) any modification or amendment of or supplement to the Indenture or any Note; (c3) any change in the corporate existence, structure or ownership of the CompanyIssuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company Issuer or its assets or any resulting release or discharge of any obligation of the Company Issuer contained in the Indenture or any Note; (d4) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the CompanyIssuer, the Trustee, the Holder of any Note Trustee or any other Person, whether in connection with the Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (e5) any invalidity or unenforceability relating to or against the Company Issuer for any reason of the Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Company Issuer of the principal of, premium, if any, and of or interest on, and on any Note or any other amounts payable under, the Notes, and any other amounts amount payable by the Company Issuer under the Indenture with respect of the NotesIndenture; or (f6) any other act or omission to act or delay of any kind by the CompanyIssuer, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 3Section, constitute a legal or equitable discharge of or defense to the such Guarantor’s obligations hereunder.

Guarantee Unconditional. The obligations of the each Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by: (a1) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company any Issuer under the this Indenture or any Note, by operation of law or otherwise; (b2) any modification or amendment of or supplement to the this Indenture or any Note; (c3) any change in the corporate existence, structure or ownership of the Companyany Issuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company any Issuer or its assets or any resulting release or discharge of any obligation of the Company any Issuer contained in the this Indenture or any Note; (d4) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Companyany Issuer, the Trustee, the Holder of any Note Trustee or any other Person, whether in connection with the this Indenture or any unrelated transactions, ; provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (e5) any invalidity or unenforceability relating to or against the Company any Issuer for any reason of the this Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Company any Issuer of the principal of, premium, if any, and of or interest on, and on any Note or any other amounts payable under, the Notes, and any other amounts amount payable by the Company any Issuer under the Indenture with respect of the Notesthis Indenture; or (f6) any other act or omission to act or delay of any kind by the Companyany Issuer, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 310.02, constitute a legal or equitable discharge of or defense to the such Guarantor’s obligations hereunder.

Guarantee Unconditional. The obligations of the Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by: (a) 2.2.1 any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under the Indenture or any Note, by operation of law or otherwise; (b) 2.2.2 any modification or amendment of or supplement to the Indenture or any Note; (c) 2.2.3 any change in the corporate existence, structure or ownership of the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the Company contained in the Indenture or any Note; (d) 2.2.4 the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Company, the Trustee, the Holder of any Note Trustee or any other Person, whether in connection with the Indenture or any unrelated transactions, provided ; PROVIDED that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (e) 2.2.5 any invalidity or unenforceability relating to or against the Company for any reason of the Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of, premium, if any, and of or interest on, and on any Note or any other amounts payable under, the Notes, and any other amounts amount payable by the Company under the Indenture with respect of the NotesIndenture; or (f) 2.2.6 any other act or omission to act or delay of any kind by the Company, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 3paragraph, constitute a legal or equitable discharge of or defense to the such Guarantor’s obligations hereunder.

Guarantee Unconditional. The obligations of the Guarantor hereunder are shall be unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company Issuer under the Indenture Subscription Agreement or any Convertible Note, by operation of law or otherwise; (b) any modification or amendment of or supplement to the Indenture this Agreement or any Convertible Note; (c) any change in the corporate existence, structure or ownership of the CompanyIssuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company Issuer or its assets or any resulting release or discharge of any obligation of the Company Issuer contained in the Indenture this Agreement or any Convertible Note; (d) the existence of any claim, set-set off or other rights which the Guarantor may have at any time against the Company, the TrusteeIssuer, the Holder of any Note or any other Personperson, whether in connection with the Indenture this Agreement or any unrelated transactions, ; provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (e) any invalidity invalidity, irregularity, or unenforceability relating to or against the Company Issuer for any reason of the Indenture this Agreement or any Convertible Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of, premium, if any, and interest on, and any other amounts payable under, the Notes, and any other amounts payable by the Company under the Indenture with respect of the Notes; or (f) any other act or omission to act or delay of any kind by the CompanyIssuer, the Trustee Holder or any other Person person or any other circumstance whatsoever which might, but for the provisions of this Section 3paragraph, constitute a legal or equitable discharge of or defense to the such Guarantor’s obligations hereunder.

Guarantee Unconditional. The obligations of the each Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, will not be released, discharged or otherwise affected by (a1) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under the this Indenture or any Note, by operation of law or otherwise; (b2) any modification or amendment of or supplement to the this Indenture or any Note; (c3) any change in the corporate existence, structure or ownership of the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the Company contained in the this Indenture or any Note; (d4) the existence of any claim, set-off setoff or other rights which the Guarantor may have at any time against the Company, the Trustee, the Holder of any Note Trustee or any other Person, whether in connection with the this Indenture or any unrelated transactions, ; provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (e5) any invalidity or unenforceability relating to or against the Company for any reason of the this Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of, premium, if any, and of or interest on, and on any Note or any other amounts payable under, the Notes, and any other amounts amount payable by the Company under the Indenture with respect of the Notesthis Indenture; or (f6) any other act or omission to act or delay of any kind by the Company, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 3paragraph, constitute a legal or equitable discharge of or defense to the such Guarantor’s obligations hereunder.

Guarantee Unconditional. The obligations of the each Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under the this Indenture or any Note, by operation of law or otherwise; (b) any modification or amendment of or supplement to the this Indenture or any Note; (c) any change in the corporate existence, structure or ownership of the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the Company contained in the this Indenture or any Note; (d) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Company, the Trustee, the Holder of any Note Trustee or any other Person, whether in connection with the this Indenture or any unrelated transactions, ; provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (e) any invalidity or unenforceability relating to or against the Company for any reason of the this Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of, premiumof or interest, if any, and interest on, and on any Note or any other amounts payable under, the Notes, and any other amounts amount payable by the Company under the Indenture with respect of the Notesthis Indenture; or (f) any other act or omission to act or delay of any kind by the Company, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 313.02, constitute a legal or equitable discharge of or defense to the such Guarantor’s obligations hereunder. For the avoidance of doubt, the Guarantees with respect to a Note are not convertible or exchangeable and shall automatically terminate when such Note is converted or exchanged in accordance with this Indenture.

Guarantee Unconditional. The obligations of the each Guarantor hereunder are as a guarantor under this Section 9 shall be unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by: ‑47‑ (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company or of any other Guarantor under the Indenture this Agreement or any Note, other Loan Document or by operation of law or otherwise; (b) any modification or amendment of or supplement to the Indenture this Agreement or any Noteother Loan Document; (c) any change in the corporate existence, structure or ownership of the Companyof, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting affecting, the Company Company, any other Guarantor, or its assets any of their respective assets, or any resulting release or discharge of any obligation of the Company or of any other Guarantor contained in the Indenture or any NoteLoan Document; (d) the existence of any claim, set-off set‑off or other rights which the Guarantor may have at any time against the Company, the Trustee, the Holder of any Note Bank or any other Person, whether or not arising in connection with the Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaimherewith; (e) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Company, any other Guarantor or any other Person or Property; (f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Company, regardless of what obligations of the Company remain unpaid; (g) any invalidity or unenforceability relating to or against the Company or any other Guarantor for any reason of the Indenture this Agreement or of any Note, other Loan Document or any provision of applicable law or regulation purporting to prohibit the payment by the Company or any other Guarantor of the principal of, premium, if any, and of or interest on, and on the Note or any other amounts payable under, the Notes, and any other amounts amount payable by the Company it under the Indenture with respect of the NotesLoan Documents; or (fh) any other act or omission to act or delay of any kind by the Company, the Trustee Bank or any other Person or any other circumstance whatsoever which that might, but for the provisions of this Section 3paragraph, constitute a legal or equitable discharge of or defense to the Guarantor’s obligations hereunderof the Guarantor under this Section 9.

Guarantee Unconditional. The obligations of the each Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under the this Indenture or any Note, by operation of law or otherwise; (b) any modification or amendment of or supplement to the this Indenture or any Note; (c) any change in the corporate existence, structure or ownership of the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the Company contained in the this Indenture or any Note; (d) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Company, the Trustee, the Holder of any Note Trustee or any other Person, whether in connection with the this Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (e) any invalidity or unenforceability relating to or against the Company for any reason of the this Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of, premium, if any, and of or interest on, and on any Note or any other amounts payable under, the Notes, and any other amounts amount payable by the Company under the Indenture with respect of the Notesthis Indenture; or (f) any other act or omission to act or delay of any kind by the Company, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 3paragraph, constitute a legal or equitable discharge of or defense to the such Guarantor’s 's obligations hereunder.

Guarantee Unconditional. The obligations of the Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company Issuer under the Indenture or any Notethe Notes, by operation of law or otherwise; (b) any modification or amendment of or supplement to the Indenture or any Notethe Notes; (c) any change in the corporate existence, structure or ownership of the CompanyIssuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company Issuer or its assets or any resulting release or discharge of any obligation of the Company Issuer contained in the Indenture or any Notethe Notes; (d) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the CompanyIssuer, the Trustee, the Holder of any Note Trustee or any other Person, whether in connection with the Indenture or any an unrelated transactionstransaction, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (e) any invalidity invalidity, irregularity or unenforceability relating to or against the Company Issuer for any reason of the Indenture or any Notethe Notes, or any provision of applicable law or regulation purporting to prohibit the payment by the Company Issuer of the principal of, premium, if any, and Principal of or interest on, and on the Notes or any other amounts payable under, the Notes, and any other amounts amount payable by the Company Issuer under the Indenture with respect of the NotesIndenture; or (f) any other act or omission to act or delay of any kind by the CompanyIssuer, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 3paragraph, constitute a legal or equitable discharge of or defense to the Guarantor’s obligations hereunder.

Guarantee Unconditional. The obligations of the Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, under this Guarantee will not be released, discharged discharged, diminished, limited or otherwise affected by by (and the Guarantor hereby consents to or waives, as applicable, to the fullest extent permitted by applicable law): (a) any extension, other indulgence, renewal, settlement, compromise, compromise or waiver or release in respect of any obligation of the Company under the Indenture Obligations or any Note, by operation of law or otherwise; security for the Obligations; (b) any modification or amendment of or supplement to the Indenture or any Note; Obligations; (c) any release, non-perfection or invalidity of any direct or indirect security for the Obligations; (d) any change in the corporate existence, structure structure, constitution, name, objects, powers, business, control or ownership of the CompanyVendor, or any insolvency, bankruptcy, reorganization or other similar proceeding of or affecting the Company Vendor or its assets or any resulting release or discharge of any obligation of the Company contained in the Indenture or any Note; (d) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Company, the Trustee, the Holder of any Note or any other Person, whether in connection with the Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (e) any invalidity or unenforceability relating to or against the Company for any defence arising by reason of any failure of the Indenture Purchaser to make any demand for performance, notice of non-performance or any Noteother notice, including notice of all of the following: acceptance of this Guarantee, partial payment or non-payment of all or any part of the Obligations and the existence, creation, or any provision incurring of applicable law new or regulation purporting to prohibit the payment by the Company of the principal of, premium, if any, and interest on, and any other amounts payable under, the Notes, and any other amounts payable by the Company under the Indenture with respect of the Notesadditional Obligations; or (f) any other act or omission to act or delay defence arising by reason of any kind by failure of the CompanyPurchaser to proceed against the Vendor, to proceed against, apply or exhaust any security held from the Trustee Vendor or any other Person for the Obligations, to proceed against, apply or exhaust any security held from the Guarantor or any other circumstance whatsoever which mightPerson for this Guarantee or to pursue any other remedy in the power of the Purchaser whatsoever; (g) any defence arising by reason of any incapacity or lack of authority of the Vendor; (h) any defence arising by reason of the failure of the Purchaser to marshall any assets; (i) any defence based upon or arising out of any ▇▇▇▇▇▇▇tcy, but for insolvency, reorganization, moratorium, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against the provisions of this Section 3Vendor, constitute a legal or equitable discharge of or defense including without limitation, that based on the failure to file any claim relating to the Obligations owing to the Purchaser if the Vendor becomes subject to a bankruptcy, reorganization or similar proceeding. The foregoing provisions apply (and the foregoing waivers will be effective) even if the effect of any action (or failure to take action) by the Purchaser is to destroy or diminish the Guarantor’s obligations hereunder's subrogation rights, the Guarantor's right to proceed against the Vendor for reimbursement, the Guarantor's right to recover contribution from any other guarantor or any other right or remedy.

Guarantee Unconditional. The obligations of the each Guarantor hereunder are as a guarantor under this Section 9 shall be unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company or of any other Guarantor under the Indenture this Agreement or any Note, other Loan Document or by operation of law or otherwise; (b) any modification or amendment of or supplement to the Indenture this Agreement or any Noteother Loan Document; (c) any change in the corporate existence, structure or ownership of the Companyof, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting affecting, the Company Company, any other Guarantor, or its assets any of their respective assets, or any resulting release or discharge of any obligation of the Company or of any other Guarantor contained in the Indenture or any NoteLoan Document; (d) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Company, the Trustee, the Holder of any Note Bank or any other Person, whether or not arising in connection with the Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaimherewith; (e) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Company, any other Guarantor or any other Person or Property; (f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Company, regardless of what obligations of the Company remain unpaid; (g) any invalidity or unenforceability relating to or against the Company or any other Guarantor for any reason of the Indenture this Agreement or of any Note, other Loan Document or any provision of applicable law or regulation purporting to prohibit the payment by the Company or any other Guarantor of the principal of, premium, if any, and of or interest on, and on the Note or any other amounts payable under, the Notes, and any other amounts amount payable by the Company it under the Indenture with respect of the NotesLoan Documents; or (fh) any other act or omission to act or delay of any kind by the Company, the Trustee Bank or any other Person or any other circumstance whatsoever which that might, but for the provisions of this Section 3paragraph, constitute a legal or equitable discharge of or defense to the Guarantor’s obligations hereunderof the Guarantor under this Section 9.

Guarantee Unconditional. The Each Guarantor agrees that this Guarantee is a guaranty of payment or performance and not of collection, and that its obligations of the Guarantor hereunder are unconditional under this Guarantee Agreement shall be primary, absolute and absolute andunconditional, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company Borrower under the Indenture Loan Agreement or any Noteother Loan Document or any obligation of any Guarantor hereunder or under any Security Document, by operation of law or otherwise; (b) any modification or amendment of or supplement to the Indenture Loan Agreement or any Noteother Loan Document; (c) any release, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under the Loan Agreement or any other Loan Document or any obligation of the Guarantor hereunder or under any Security Document; (d) any change in the corporate existence, structure or ownership of the CompanyBorrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company Borrower or its assets or any resulting release or discharge of any obligation of the Company Borrower contained in the Indenture Loan Agreement or any Noteother Loan Document; (de) the existence of any claim, set-off or other rights which the that any Guarantor may have at any time against the CompanyBorrower, the Trustee, the Holder of any Note Secured Party or any other Person, whether in connection with the Indenture herewith or any unrelated transactions, provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (ef) any invalidity or unenforceability of the Loan Agreement or any other Loan Document against the Borrower or relating to or against the Company Borrower for any reason of the Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Company Borrower of the principal of, premium, if any, and of or interest on, and on any Loan (except as otherwise expressly provided in the Loan Agreement) or any other amounts payable under, the Notes, and any other amounts amount payable by the Company Borrower under the Indenture with respect Loan Agreement or any other Loan Document; (g) the taking or accepting by Secured Party of any other security, collateral or guaranty, or other assurance of payment or performance, for all or any part of the NotesGuaranteed Obligations; or (fh) any other act or omission to act or delay of any kind by the CompanyBorrower, any Guarantor, the Trustee Secured Party or any other Person Person, or any other circumstance whatsoever which might, but for the provisions of this Section 3paragraph, constitute a legal or equitable discharge of or defense to the each Guarantor’s obligations hereunder.

Guarantee Unconditional. The obligations of the any Subsidiary Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under the this Indenture or any Note, by operation of law or otherwise; (b) any modification or amendment of or supplement to the this Indenture or any Note; (c) any change in the corporate existence, structure or ownership of the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the Company contained in the this Indenture or any Note; (d) the existence of any claim, set-off set‑off or other rights which the Subsidiary Guarantor may have at any time against the Company, the Trustee, the Holder of any Note Trustee or any other Person, whether in connection with the this Indenture or any unrelated transactions, ; provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (e) any invalidity or unenforceability relating to or against the Company for any reason of the this Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of, premium, if any, and of or any interest on, and on any Note or any other amounts payable under, the Notes, and any other amounts amount payable by the Company under the Indenture with respect of the Notesthis Indenture; or (f) any other act or omission to act or delay of any kind by the Company, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 3paragraph, constitute a legal or equitable discharge of or defense to the Guarantor’s such Subsidiary Guarantors’ obligations hereunder.

Guarantee Unconditional. The obligations of the each Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoingforegoing and except as expressly set forth herein, will not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company Issuer under the this Indenture or any Note, by operation of law or otherwise; (b) any modification or amendment of or supplement to the this Indenture or any Note; (c) any change in the corporate existence, structure or ownership of the CompanyIssuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company Issuer or its assets or any resulting release or discharge of any obligation of the Company Issuer contained in the this Indenture or any Note; (d) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the CompanyIssuer, the Trustee, the Holder of any Note Collateral Trustee or any other Person, whether in connection with the this Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (e) any invalidity or unenforceability relating to or against the Company Issuer for any reason of the this Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Company Issuer of the principal of, premium, if any, and of or interest on, and on any Note or any other amounts payable under, the Notes, and any other amounts amount payable by the Company Issuer under the Indenture with respect of the Notesthis Indenture; or (f) any other act or omission to act or delay of any kind by the CompanyIssuer, the Trustee, the Collateral Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 3Section, constitute a legal or equitable discharge of or defense to the such Guarantor’s obligations hereunder.

Guarantee Unconditional. The obligations of the each Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under the this Indenture or any Note, by operation of law or otherwise; (b) any modification or amendment of or supplement to the this Indenture or any Note; (c) any change in the corporate existence, structure or ownership of the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the Company contained in the this Indenture or any Note; (d) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Company, the Trustee, the Holder of any Note Trustee or any other Person, whether in connection with the this Indenture or any unrelated transactions, ; provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (e) any invalidity or unenforceability relating to or against the Company for any reason of the this Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of, premiumof or Special Interest, if any, and interest on, and on any Note or any other amounts payable under, the Notes, and any other amounts amount payable by the Company under the Indenture with respect of the Notesthis Indenture; or (f) any other act or omission to act or delay of any kind by the Company, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 313.02, constitute a legal or equitable discharge of or defense to the such Guarantor’s obligations hereunder. For the avoidance of doubt, the Guarantees with respect to a Note are not exchangeable and shall automatically terminate when such Note is exchanged in accordance with this Indenture.

Guarantee Unconditional. The obligations of the each Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by (a1) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under the this Indenture or any Note, by operation of law or otherwise; (b2) any modification or amendment of or supplement to the this Indenture or any Note; (c3) any change in the corporate existence, structure or ownership of the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the Company contained in the this Indenture or any Note; (d4) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Company, the Trustee, the Holder of any Note Trustee or any other Person, whether in connection with the this Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (e5) any invalidity or unenforceability relating to or against the Company for any reason of the this Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of, premium, if any, and of or interest on, and on any Note or any other amounts payable under, the Notes, and any other amounts amount payable by the Company under the Indenture with respect of the Notesthis Indenture; or (f6) any other act or omission to act or delay of any kind by the Company, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 3paragraph, constitute a legal or equitable discharge of or defense to the such Guarantor’s 's obligations hereunder. Each Subsidiary Guarantor, by its execution hereof, acknowledges and agrees that it receives substantial benefits from the Company and that such Subsidiary Guarantor is providing its Note Guarantee for good and valuable consideration, including, without limitation, such substantial benefits and services.

Guarantee Unconditional. The Other than as provided for in Article 8 and this Article 12, the obligations of the each Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged discharged, except pursuant to Article 8, or otherwise affected by: (a1) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company Issuer under the this Indenture or any Note, by operation of law or otherwise; (b2) any modification or amendment of or supplement to the this Indenture or any Note; (c3) any change in the corporate existence, structure or ownership of the CompanyIssuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company Issuer or its assets or any resulting release or discharge of any obligation of the Company Issuer contained in the this Indenture or any Note; (d4) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the CompanyIssuer, the Trustee, the Holder of any Note Trustee or any other Person, whether in connection with the this Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (e5) any invalidity or unenforceability relating to or against the Company Issuer for any reason of the this Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Company Issuer of the principal of, premium, if any, and of or interest on, and on any Note or any other amounts payable under, the Notes, and any other amounts amount payable by the Company Issuer under the Indenture with respect of the Notesthis Indenture; or (f6) any other act or omission to act or delay of any kind by the CompanyIssuer, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 3paragraph, constitute a legal or equitable discharge of or defense to the such Guarantor’s obligations hereunder.

Guarantee Unconditional. The obligations of the Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by: (a1) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company Issuer under the Senior Indenture or any NoteSecurity, by operation of law or otherwise; (b2) any modification or amendment of or supplement to the Senior Indenture or any NoteSecurity; (c3) any change in the corporate existence, structure or ownership of the CompanyIssuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company Issuer or its assets or any resulting release or discharge of any obligation of the Company Issuer contained in the Senior Indenture or any NoteSecurity; (d4) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the CompanyIssuer, the Trustee, the Holder of any Note Senior Trustee or any other Person, whether in connection with the Senior Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (e5) any invalidity or unenforceability relating to or against the Company Issuer for any reason of the Senior Indenture or any NoteSecurity, or any provision of applicable law or regulation purporting to prohibit the payment by the Company Issuer of the principal of, premium, if any, and of or interest on, and on any Security or any other amounts payable under, the Notes, and any other amounts amount payable by the Company Issuer under the Indenture with respect of the NotesSenior Indenture; or (f6) any other act or omission to act or delay of any kind by the CompanyIssuer, the Senior Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 3paragraph, constitute a legal or equitable discharge of or defense to the such Guarantor’s obligations hereunder.

Guarantee Unconditional. The obligations of the Guarantor hereunder under this Guarantee are continuing, unconditional and absolute andabsolute, and without limiting the generality of the foregoing, will not be released, discharged discharged, diminished, limited or otherwise affected byby (and the Guarantor hereby consents to or waives, as applicable, to the fullest extent permitted by applicable Law): (ai) any extension, other indulgence, renewal, settlement, discharge, compromise, waiver waiver, subordination or release in respect of any obligation of the Company under the Indenture or any NoteGuaranteed Obligations, by operation of law security, Person or otherwise; (bii) any modification or amendment of the Guaranteed Obligations, including any increase or supplement to the Indenture or decrease in any Noteamount thereof; (ciii) any change in the corporate existence, structure structure, constitution, name, objects, powers, business, control or ownership of the CompanyBuyer or any other Person, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company Buyer or any other Person or its assets or any resulting release or discharge of any obligation of the Company contained in the Indenture or any Noteassets; (d) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Company, the Trustee, the Holder of any Note or any other Person, whether in connection with the Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (eiv) any invalidity invalidity, illegality or unenforceability relating to or against the Company for any reason of the Indenture or any Note, Buyer or any provision of applicable law or regulation Law purporting to prohibit the payment or performance by the Company Buyer of the principal ofGuaranteed Obligations; (v) any defense arising by reason of any failure of the Seller to make any presentment, premiumdemand for performance, if anynotice of non-performance, and interest onprotest, and any other amounts payable undernotice (including notice of acceptance of this guarantee, partial payment or non-payment of all or any part of the NotesGuaranteed Obligations and the existence, and creation, or incurring of new or additional Guaranteed Obligations); (vi) any defense arising by reason of any failure of the Seller to proceed against Buyer or any other amounts payable by Person, to proceed against, apply or exhaust any security held from Buyer or any other Person for the Company under Guaranteed Obligations, to proceed against, apply or exhaust any security held from the Indenture with respect Guarantor or any other Person for this Guarantee or to pursue any other remedy in the power of the NotesSeller whatsoever; (vii) any Law which provides that the obligation of a guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal obligation or which reduces a guarantor’s obligation in proportion to the principal obligation; (viii) any defense arising by reason of any incapacity, lack of authority, or other defense of Buyer or any other Person; or (fix) any other act defense based upon or omission to act or delay arising out of any kind bankruptcy, insolvency, reorganization, moratorium, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by the Company, the Trustee or against Buyer or any other Person Person, including any discharge of, or bar against collecting, any other circumstance whatsoever which mightof the Guaranteed Obligations, but for the provisions in or as a result of this Section 3, constitute a legal or equitable discharge of or defense to the Guarantor’s obligations hereunderany such proceeding.

Guarantee Unconditional. The obligations of the each Guarantor hereunder are as a guarantor under this Section 11 shall constitute a guaranty of payment and not collection and shall be unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by : (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company Borrower or of any other Guarantor under the Indenture this Agreement, any other Credit Document, any Bank Product Agreement, Hedge Agreement or any Note, by operation of law or otherwise; ; (b) any modification or amendment of or supplement to the Indenture this Agreement, any other Credit Document, any Bank Product Agreement or any Note; Hedge Agreement; (c) any change in the corporate existence, structure or ownership of the Companyof, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting affecting, the Company Borrower, any other Guarantor, or its assets any of their respective assets, or any resulting release or discharge of any obligation of the Company Borrower or of any other Guarantor contained in the Indenture or any Note; Credit Document; (d) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the CompanyAdministrative Agent, the Trusteeany Lender, the Holder of any Note L/C Issuer or any other Person, whether or not arising in connection with the Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; herewith; (e) any invalidity or unenforceability relating failure to or against the Company for any reason of the Indenture or any Noteassert, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal assertion of, premiumany claim or demand or any exercise of, if anyor failure to exercise, and interest onany rights or remedies against the Borrower, and any other amounts payable under, the Notes, and any other amounts payable by the Company under the Indenture with respect of the Notes; or (f) any other act or omission to act or delay of any kind by the Company, the Trustee Guarantor or any other Person or Property; (f) any other circumstance whatsoever which mightapplication of any sums by whomsoever paid or howsoever realized to any obligation of the Borrower, but for regardless of what obligations of the provisions of this Section 3, constitute a legal or equitable discharge of or defense to the Guarantor’s obligations hereunder.Borrower remain

Guarantee Unconditional. The obligations of the each Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoingforegoing and except as expressly set forth herein, will not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company Issuers under the this Indenture or any Note, by operation of law or otherwise; ; (b) any modification or amendment of or supplement to the this Indenture or any Note; ; (c) any change in the corporate existence, structure or ownership of the Companyan Issuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company an Issuer or its assets or any resulting release or discharge of any obligation of the Company an Issuer contained in the this Indenture or any Note; ; (d) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the CompanyIssuers, the Trustee, the Holder of any Note Trustee or any other Person, whether in connection with the this Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; ; (e) any invalidity or unenforceability relating to or against the Company an Issuer for any reason of the this Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Company an Issuer of the principal of, premium, if any, and of or interest on, and on any Note or any other amounts payable under, the Notes, and any other amounts amount payable by the Company Issuers under the Indenture with respect of the Notesthis Indenture; or or (f) any other act or omission to act or delay of any kind by the CompanyIssuers, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 3Section, constitute a legal or equitable discharge of or defense to the such Guarantor’s obligations hereunder.

Guarantee Unconditional. (a) The obligations of the Guarantor each Guaranteeing Subsidiary hereunder are direct, unsubordinated, unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by: (a1) any extension, renewal, settlement, compromise, failure to enforce, waiver or release in respect of any obligation of the Company Issuers under the Indenture, this Supplemental Indenture or any Noteunder the Notes, by operation of law or otherwise; (b2) any rescission, waiver or, subject to Section 10.03 of the Indenture, any modification or amendment of or supplement to to, the Indenture or any Notethe Notes; (c3) the occurrence or notice of any default or event of default under the Indenture or under any other agreement; (4) any change in the corporate existence, structure or ownership of the Companyan Issuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company an Issuer or its their assets or any resulting release or discharge of any obligation of the Company an Issuer contained in under the Indenture or any Noteunder the Notes; (d5) the existence of any claim, set-off setoff or other rights which the Guarantor such Guaranteeing Subsidiary may have at any time against the Companyan Issuer, the Trustee, the Holder of any Note Trustee or any other Person, whether in connection with the Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (e6) any invalidity or unenforceability relating to or against the Company an Issuer for any reason of the Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Company an Issuer of the principal of, premium, if any, and of or interest on, and on the Notes or any other amounts payable under, the Notes, and any other amounts amount payable by the Company an Issuer under the Indenture with respect of the NotesIndenture; or (f7) any other act or omission to act or delay of any kind by the Companyan Issuer, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 3paragraph, constitute a legal or equitable discharge of or defense to the Guarantorsuch Guaranteeing Subsidiary’s obligations hereunder.

Guarantee Unconditional. The obligations of the each Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by: (a1) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under the Indenture or any Note, by operation of law or otherwise; (b2) any modification or amendment of or supplement to the Base Indenture or the Second Supplemental Indenture or any Note; (c3) any change in the corporate existence, structure or ownership of the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the Company contained in the Indenture or any Note; (d4) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Company, the Trustee, the Holder of any Note Trustee or any other Person, whether in connection with the Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (e5) any invalidity or unenforceability relating to or against the Company for any reason of the Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of, premium, if any, and of or interest on, and on any Note or any other amounts payable under, the Notes, and any other amounts amount payable by the Company under the Indenture with respect of the NotesIndenture; or (f6) any other act or omission to act or delay of any kind by the Company, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 3paragraph, constitute a legal or equitable discharge of or defense to the such Guarantor’s obligations hereunder.

Guarantee Unconditional. The obligations of the each Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by (a1) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company Issuer under the this Indenture or any Note, by operation of law or otherwise; (b2) any modification or amendment of or supplement to the this Indenture or any Note; (c3) any change in the corporate existence, structure or ownership of the CompanyIssuer, or any insolvency, bankruptcy, examinership, reorganization or other similar proceeding affecting the Company Issuer or its assets or any resulting release or discharge of any obligation of the Company Issuer contained in the this Indenture or any Note; (d4) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the CompanyIssuer, the Trustee, the Holder of any Note Trustee or any other Person, whether in connection with the this Indenture or any unrelated transactions, provided provided, that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (e5) any invalidity or unenforceability relating to or against the Company Issuer for any reason of the this Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Company Issuer of the principal of, premium, if any, and of or interest on, and on any Note or any other amounts payable under, the Notes, and any other amounts amount payable by the Company Issuer under the Indenture with respect of the Notesthis Indenture; or (f6) any other act or omission to act or delay of any kind by the CompanyIssuer, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 3paragraph, constitute a legal or equitable discharge of or defense to the such Guarantor’s obligations hereunder.

Guarantee Unconditional. The obligations of the Guarantor hereunder Parent under this Article XI are unconditional absolute and absolute and, without unconditional. Without limiting the generality of the foregoing, will the obligations of the Parent under this Article XI shall not be impaired, released, discharged or otherwise affected by: (ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under the Indenture Borrower or any Noteother Credit Party under this Agreement or any other Credit Document, by operation of law or otherwise; (bii) any modification modification, amendment or amendment waiver of or supplement to the Indenture this Agreement or any NoteCredit Document; (ciii) any release, impairment or invalidity of any guarantee or other liability of any other Credit Party or third party for any obligation of the Borrower under this Agreement or any other Credit Document; (iv) any change in the corporate existence, structure or ownership of the Company, Borrower or any other Credit Party or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets Borrower or any resulting release or discharge of any obligation of the Company contained in the Indenture or any Noteother Credit Party; (dv) the existence of any claim, set-off or other rights which the Guarantor Parent may have at any time against the CompanyBorrower or any other Credit Party, the TrusteeAdministrative Agent, the Holder of any Note Lender or any other Person, whether or not arising in connection with the Indenture Revolving Loans and this Agreement or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaimtransaction; (evi) any invalidity or unenforceability relating to or against the Company Borrower or any other Credit Party for any reason of the Indenture this Agreement or any Noteother Credit Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of, premium, if any, and interest on, and any other amounts Credit Party of any amount payable under, the Notes, and by it under this Agreement or any other amounts payable by the Company under the Indenture with respect of the NotesCredit Document; or (fvii) any other act or omission to act or delay of any kind by the Companyany other Credit Party, the Trustee any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 311.2, constitute a legal or equitable discharge of or defense to the Guarantor’s Parent's obligations hereunderunder this Article XI.

Guarantee Unconditional. The obligations of the Guarantor hereunder each Credit Party under this Article X are continuing, unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged discharged, diminished, limited or otherwise affected by by (and each Credit Party hereby consents to or waives, as applicable, to the fullest extent permitted by applicable law): (a) any extension, other indulgence, renewal, settlement, discharge, compromise, waiver waiver, subordination or release in respect of any obligation of the Company under the Indenture or any NoteObligation, by operation of law security, Person or otherwise; ; (b) any modification or amendment of or supplement to the Indenture Obligations, including any increase or any Note; decrease in the principal, the rates of interest or other amounts payable thereunder; (c) any release, non perfection or invalidity of any direct or indirect security for any Obligation; (d) any change in the corporate existence, structure structure, constitution, name, objects, powers, business, control or ownership of the Companyany Borrower or any other Person, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company any Borrower or any other person or its assets or any resulting release or discharge of any obligation of the Company contained in the Indenture or any Note; assets; (de) the existence of any claim, set-off setoff or other rights which the Guarantor any Credit Party may have at any time against the Companyany Borrower, the TrusteeAdministrative Agent, the Holder of any Note Lender, or any other Person, whether in connection with the Indenture herewith or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; ; (ef) any invalidity invalidity, illegality or unenforceability relating to or against the Company for any reason of the Indenture or any Note, Borrower or any provision of applicable law or regulation purporting to prohibit the payment by the Company any Borrower of the principal ofor interest under the Obligations; (g) any limitation, premiumpostponement, if anyprohibition, and interest onsubordination or other restriction on the rights of the Administrative Agent or any Lender to payment of the Obligations; (h) any release, substitution or addition of any cosigner, endorser or other guarantor of the Obligations; (i) any defense arising by reason of any failure of the Administrative Agent or any Lender to make any presentment, demand for performance, notice of non performance, protest, and any other amounts payable undernotice, including notice of all of the Notesfollowing: acceptance of this Article X, partial payment or non payment of all or any part of the Obligations and the existence, creation, or incurring of new or additional Obligations; (j) any defense arising by reason of any failure of the Administrative Agent or any Lender to proceed against any Borrower or any other amounts payable Person, to proceed against, apply or exhaust any security held from any Borrower or any other Person for the Obligations, to proceed against, apply or exhaust any security held from any Credit Party or any other Person for this Article X or to pursue any other remedy in the power of the Administrative Agent or any Lender whatsoever; (k) any law which provides that the obligation of a guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal obligation or which reduces a guarantor’s obligation in proportion to the principal obligation; (l) any defense arising by reason of any incapacity, lack of authority, or other defense of any Borrower or any other Person, or by reason of any limitation, postponement, prohibition on the Administrative Agent’s or any Lender’s right to payment of the Obligations or any part thereof, or by reason of the cessation from any cause whatsoever of the liability of any Borrower or any other Person with respect to all or any part of the Obligations, or by reason of any act or omission of the Administrative Agent, any Lender or others which directly or indirectly results in the discharge or release of any Borrower or any other Person or all or any part of the Obligations or any security or guarantee therefor, whether by contract, operation of law or otherwise; (m) any defense arising by reason of any failure by the Company under the Indenture with respect Administrative Agent or any Lender to obtain, perfect or maintain a perfected or prior (or any) security interest in or lien or encumbrance upon any property of any Borrower or any other Person, or by reason of any interest of the NotesAdministrative Agent or any Lender in any property, whether as owner thereof or the holder of a security interest therein or lien or encumbrance thereon, being invalidated, voided, declared fraudulent or preferential or otherwise set aside, or by reason of any impairment by the Administrative Agent or any Lender of any right to recourse or collateral; or (fn) any defense arising by reason of the failure of the Administrative Agent or any Lender to ▇▇▇▇▇▇▇▇ any assets; (o) any defense based upon any failure of the Administrative Agent or any Lender to give to any Borrower or any Credit Party notice of any sale or other disposition of any property securing any or all of the Obligations or any guarantee thereof, or any defect in any notice that may be given in connection with any sale or other disposition of any such property, or any failure of the Administrative Agent or any Lender to comply with any provision of applicable law in enforcing any security interest in or lien upon any such property, including any failure by the Administrative Agent to dispose of any such property in a commercially reasonable manner; (p) any dealing whatsoever with any Borrower or other Person or any security, whether negligently or not, or any failure to do so; (q) any defense based upon or arising out of any bankruptcy, insolvency, reorganization, moratorium, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Borrower or any other Person, including any discharge of, or bar against collecting, any of the Obligations, in or as a result of any such proceeding; or (r) any other act or omission to act or delay of any kind by the Companyany Borrower, the Trustee Administrative Agent, any Lender, or any other Person or any other circumstance whatsoever whatsoever, whether similar or dissimilar to the foregoing, which might, but for the provisions of this Section 3Article X, constitute a legal or equitable discharge discharge, limitation or reduction of or defense to the Guarantorany Credit Party’s obligations hereunderhereunder (other than the payment in full of all of the Obligations). The foregoing provisions apply (and the foregoing waivers will be effective) even if the effect of any action (or failure to take action) by the Administrative Agent or any Lender is to destroy or diminish any Credit Party’s subrogation rights, each Credit Party’s right to proceed against any Borrower for reimbursement, each Credit Party’s right to recover contribution from any other guarantor or any other right or remedy.

Guarantee Unconditional. The obligations of the each Guarantor hereunder with respect to a series of Securities are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company Issuer under the Indenture or any Notesuch Security, by operation of law or otherwise; (b) any modification or amendment of or supplement to the Indenture or any Notesuch Security; (c) any change in the corporate existence, structure or ownership of the Companyobligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company Issuer or its assets or any resulting release or discharge of any obligation of the Company Issuer contained in the Indenture or any Notesuch Security; (d) the existence of any claim, set-off or other rights which the any Guarantor may have at any time against the CompanyIssuer, the Trustee, the Holder of any Note other Guarantor or any other Person, whether in connection with the Indenture or any an unrelated transactionstransaction, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (e) any invalidity invalidity, irregularity or unenforceability relating to or against the Company Issuer for any reason of the Indenture or any Notesuch Security, or any provision of applicable law or regulation purporting to prohibit the payment by the Company Issuer of the principal of, premium, if any, and of or interest on, and on such Security or any other amounts payable under, the Notes, and any other amounts amount payable by the Company Issuer under the Indenture with respect of the NotesIndenture; or (f) any other act or omission to act or delay of any kind by the CompanyIssuer, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 3paragraph, constitute a legal or equitable discharge of or defense to the such Guarantor’s obligations hereunder.

Guarantee Unconditional. The obligations of the Guarantor hereunder are shall be unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected byby (but, in each case, subject to the limitations set forth in Section 1(d)): (a) any extension, renewal, settlement, adjustment, indulgence, forbearance, compromise, waiver or release in of or with respect of to the Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Company under the Indenture or Obligations, whether (in any Note, such case) by operation of law or otherwise, or any failure or omission to enforce any right, power or remedy with respect to the Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Obligations; (b) any modification or amendment of of, or supplement, to any Loan Document, including any such modification, amendment or supplement to which may increase the Indenture amount of, or any Noteinterest rate applicable to, any of the Obligations, whether resulting from, or otherwise following, any increase of the Commitment of any Lender or otherwise; (c) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Obligations or any part thereof, any other guarantee with respect to the Obligations or any part thereof, or any other obligation of any Person with respect to the Obligations or any part thereof, or any non-perfection or invalidity of any direct or indirect security for the Obligations or any part thereof; (d) any change in the corporate corporate, partnership, limited liability company or other existence, structure or ownership of either Loan Party or any other guarantor of any of the CompanyObligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting either Loan Party or any other guarantor of any of the Company Obligations, or its assets affecting any of their respective assets, or any resulting release or discharge of any obligation of the Company contained in the Indenture either Loan Party or any Noteother guarantor of any of the Obligations; (de) the existence of any claim, set-off setoff or other rights right which the Guarantor may have at any time against either Loan Party, any other guarantor of any of the CompanyObligations, the Trustee, the Holder of Administrative Agent or any Note other Secured Party or any other Person, whether in connection with the Indenture transactions contemplated by the Loan Documents or in connection with any unrelated transactionstransaction; provided, provided that that, nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (ef) the enforceability or validity of the Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Obligations or any part thereof, or any other invalidity or unenforceability relating to or against either Loan Party or any other guarantor of any of the Company Obligations for any reason of the Indenture or related to any NoteLoan Document, or any provision of any applicable law or regulation Law purporting to prohibit the payment by the Company Borrower, or by any other guarantor of any of the principal ofObligations, premiumof any of the Obligations or otherwise affecting any term of any of the Obligations, including resulting from any fact that (i) the act of creating the Obligations or any part thereof is ultra ▇▇▇▇▇, (ii) any officer or other representative executing any Loan Document, or otherwise creating any Obligation, on behalf of any Loan Party acted in excess of such individual’s authority or (iii) any Loan Document has been forged or otherwise is irregular or not genuine or authentic; (g) any Secured Party taking or accepting any other security, collateral or guaranty, or other assurance of payment, for all or any part of the Obligations; (h) any failure of the Administrative Agent to take any step to perfect and maintain any security interest in, or to preserve any right to, any security or collateral for any of the Obligations, if any; (i) any reorganization, and interest on, and merger or consolidation of any Loan Party into or with any other amounts payable underPerson; (j) any election by, or on behalf of, any one or more of the NotesSecured Parties in any proceeding instituted under any Debtor Relief Law; (k) any borrowing or grant of a security interest by either Loan Party, and as debtor-in-possession, under Section 364 of the Bankruptcy Code or any comparable provision of any other amounts payable by the Company Debtor Relief Law; (l) any disallowance, under the Indenture with respect Section 502 of the NotesBankruptcy Code or any comparable provision of any other Debtor Relief Law, of all or any portion of the claims of any Secured Party for repayment of all or any part of the Obligations; or (fm) any other act or omission to act or delay of any kind by either Loan Party, any other guarantor of any of the CompanyObligations, the Trustee any Secured Party or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 32, constitute a legal or equitable discharge of any obligation, or defense to otherwise reduce, release, prejudice or extinguish the Guarantor’s obligations liability, of the Guarantor hereunder.

Guarantee Unconditional. The obligations of the any Subsidiary Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under the this Indenture or any Note, by operation of law or otherwise; (b) any modification or amendment of or supplement to the this Indenture or any Note; (c) any change in the corporate existence, structure or ownership of the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the Company contained in the this Indenture or any Note; (d) the existence of any claim, set-off or other rights which the Subsidiary Guarantor may have at any time against the Company, the Trustee, the Holder of any Note Trustee or any other Person, whether in connection with the this Indenture or any unrelated transactions, ; provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (e) any invalidity or unenforceability relating to or against the Company for any reason of the this Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of, premium, if any, and of or any interest on, and on any Note or any other amounts payable under, the Notes, and any other amounts amount payable by the Company under the Indenture with respect of the Notesthis Indenture; or (f) any other act or omission to act or delay of any kind by the Company, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 3paragraph, constitute a legal or equitable discharge of or defense to the Guarantor’s such Subsidiary Guarantors’ obligations hereunder.

Guarantee Unconditional. The obligations of the Guarantor hereunder are under this Article II shall be unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company any other Obligor under the Indenture or any NoteFinancing Document, by operation of law or otherwise; (b) any modification or amendment of or supplement to the Indenture any Financing Document (other than as specified in an amendment or any Notewaiver of this Subsidiary Guarantee effected in accordance with Section 4.03); (c) any modification, amendment, waiver, release, non-perfection or invalidity of any direct or indirect security, or of any guaranty or other liability of any third party, for any obligation of any other Obligor under any Financing Document; (d) any change in the corporate existence, structure or ownership of the Companyany other Obligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company any other Obligor or its assets or any resulting release or discharge of any obligation of the Company any other Obligor contained in the Indenture or any NoteFinancing Document; (de) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Companyany other Obligor, the TrusteeAgent, the Holder of any Note Bank or any other Person, whether or not arising in connection with the Indenture or any unrelated transactions, Financing Documents; provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (ef) any invalidity or unenforceability relating to or against the Company any other Obligor for any reason of the Indenture or any NoteFinancing Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Company any other Obligor of the principal of, premium, if any, and of or interest on, and on any Promissory Note or any other amounts amount payable under, the Notes, and by any other amounts payable by the Company Obligor under the Indenture with respect of the Notesany Financing Document; or (fg) any other act or omission to act or delay of any kind by the Companyany other Obligor, the Trustee Agent, any Bank or any other Person or any other circumstance whatsoever which that might, but for the provisions of this Section 3paragraph, constitute a legal or equitable discharge of or defense to the Guarantor’s obligations hereunderof the Guarantor under this Article II.

Guarantee Unconditional. The obligations of the each Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoingforegoing and except as expressly set forth herein, will not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company Issuers under the this Indenture or any Note, by operation of law or otherwise; (b) any modification or amendment of or supplement to the this Indenture or any Note; (c) any change in the corporate existence, structure or ownership of the Companyan Issuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company an Issuer or its assets or any resulting release or discharge of any obligation of the Company an Issuer contained in the this Indenture or any Note; (d) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the CompanyIssuers, the Trustee, the Holder of any Note Trustee or any other Person, whether in connection with the this Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (e) any invalidity or unenforceability relating to or against the Company an Issuer for any reason of the this Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Company an Issuer of the principal of, premium, if any, and of or interest on, and on any Note or any other amounts payable under, the Notes, and any other amounts amount payable by the Company Issuers under the Indenture with respect of the Notesthis Indenture; or (f) any other act or omission to act or delay of any kind by the CompanyIssuers, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 3Section, constitute a legal or equitable discharge of or defense to the such Guarantor’s obligations hereunder.

Guarantee Unconditional. The obligations of the each Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoingforegoing and except as expressly set forth herein, will not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company Issuer under the this Indenture or any Note, by operation of law or otherwise; (b) any modification or amendment of or supplement to the this Indenture or any Note; (c) any change in the corporate existence, structure or ownership of the CompanyIssuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company Issuer or its assets or any resulting release or discharge of any obligation of the Company Issuer contained in the this Indenture or any Note; (d) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the CompanyIssuer, the Trustee, the Holder of any Note Trustee or any other Person, whether in connection with the this Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (e) any invalidity or unenforceability relating to or against the Company Issuer for any reason of the this Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Company Issuer of the principal of, premium, if any, and of or interest on, and on any Note or any other amounts payable under, the Notes, and any other amounts amount payable by the Company Issuer under the Indenture with respect of the Notesthis Indenture; or (f) any other act or omission to act or delay of any kind by the CompanyIssuer, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 3Section, constitute a legal or equitable discharge of or defense to the such Guarantor’s obligations hereunder.

Guarantee Unconditional. The obligations of the Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company Issuer under the this Indenture or any NoteSecurity, by operation of law or otherwise; (b) any modification or amendment of or supplement to the this Indenture or any NoteSecurity; (c) any change in the corporate existence, structure or ownership of the CompanyIssuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company Issuer or its assets or any resulting release or discharge of any obligation of the Company Issuer contained in the this Indenture or any NoteSecurity; (d) the existence of any claim, set-set off or other rights which the Guarantor may have at any time against the CompanyIssuer, the Trustee, the Holder of any Note Trustee or any other Person, whether in connection with the this Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (e) any invalidity or unenforceability relating to or against the Company Issuer for any reason of the this Indenture or any NoteSecurity, or any provision of applicable law or regulation purporting to prohibit the payment by the Company Issuer of the principal of, premium, if any, and of or interest on, and on any Security or any other amounts payable under, the Notes, and any other amounts amount payable by the Company Issuer under the Indenture with respect of the Notesthis Indenture; or (f) any other act or omission to act or delay of any kind by the CompanyIssuer, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 3paragraph, constitute a legal or equitable discharge of or defense to the Guarantor’s obligations hereunder.

Guarantee Unconditional. The obligations of the Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under the Indenture or any NoteDebenture, by operation of law or otherwise; (b) any modification or amendment of or supplement to the Indenture or any NoteDebenture; (c) any change in the corporate existence, structure or ownership of the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the Company contained in the Indenture or any NoteDebenture; (d) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Company, the Trustee, the Holder of any Note Trustee or any other Person, whether in connection with the Indenture or any an unrelated transactionstransaction, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (e) any invalidity invalidity, irregularity or unenforceability relating to or against the Company for any reason of the Indenture or any NoteDebenture, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of, premium, if any, and Principal of or interest on, and on any Debenture or any other amounts payable under, the Notes, and any other amounts amount payable by the Company under the Indenture with respect of the NotesIndenture; or (f) any other act or omission to act or delay of any kind by the Company, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 3paragraph, constitute a legal or equitable discharge of or defense to the Guarantor’s obligations hereunder.

Guarantee Unconditional. The obligations of the Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company Substituted Issuer under the Indenture or any Note, by operation of law or otherwise; (b) any modification or amendment of or supplement to the Indenture or any Note; (c) any change in the corporate existence, structure or ownership of the CompanySubstituted Issuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company Substituted Issuer or its assets or any resulting release or discharge of any obligation of the Company Substituted Issuer contained in the Indenture or any Note; (d) the existence of any claim, set-off set‑off or other rights which the Guarantor may have at any time against the CompanySubstituted Issuer, the Trustee, the Holder of any Note Trustee or any other Person, whether in connection with the Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (e) any invalidity or unenforceability relating to or against the Company Substituted Issuer for any reason of the Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Company Substituted Issuer of the principal of, premium, if any, and of or interest on, and on any Note or any other amounts payable under, the Notes, and any other amounts amount payable by the Company Substituted Issuer under the Indenture with respect of the NotesIndenture; or (f) any other act or omission to act or delay of any kind by the CompanySubstituted Issuer, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 3paragraph, constitute a legal or equitable discharge of or defense to the Guarantor’s obligations hereunder.