Common use of Guaranty Unconditional Clause in Contracts

Guaranty Unconditional. The obligations of the Borrower Guarantors under the Borrower Guaranty shall be joint and several, irrevocable, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by, except for payment of Obligations and to the extent permitted by applicable Law (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation or any Loan under this Agreement or any Loan Document by operation of Law or otherwise; (ii) any modification or amendment of or supplement to this Agreement or any Loan Document; (iii) 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, of the Obligations of any Borrower or its Subsidiary with respect to which the Borrower Guaranty relates; (iv) any change in the corporate existence, structure, or ownership of, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Borrower Guarantor or its assets or any resulting release or discharge of any of the Obligations of the Borrower Guarantors contained in this Agreement or any Loan Document; (v) the existence of any claim, set-off or other rights which any Borrower Guarantor may have at any time against any Lender or any other Person, whether or not arising in connection with this Agreement or any Loan Document, provided, however, that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability relating to or against any Borrower or its Subsidiary for any reason of this Agreement or any Loan Document or any provision of applicable Law or regulation purporting to prohibit the payment by any Borrower under this Agreement or any Loan Document; or (vii) to the extent permitted by applicable Law, any other act or omission to act or delay of any kind by a Borrower, a Borrower Guarantor, the Lender or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Borrower Guaranteed Obligations under this Section 14.

Guaranty Unconditional. The obligations of the Borrower Guarantors under the Borrower Guaranty Guarantor hereunder shall be joint and severalunconditional, irrevocable, unconditional continuing and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by, except for payment of Obligations and to the extent permitted by applicable Law : (i) any extension, renewal, settlement, compromise, surrender, indulgence, forbearance, acceleration, waiver or release in respect of any obligation of Borrower or any Guarantor (defined under the Loan under this Agreement Agreement; Borrower and all Guarantors being referred to herein as a “Loan Party”) with respect to the Guaranteed Obligations, the Loan Agreement, the Note, or any other Loan Document Document, by operation of Law law or otherwise; (ii) any modification or amendment change in the terms of or supplement to this Agreement the Guaranteed Obligations, the Loan Agreement, the Note or any other Loan Document or any amendment or other modification to the Loan Agreement, the Note, or any other Loan Document; (iii) any modificationinvalidity, amendmentnonattachment, waivernonperfection, failure to obtain priority, release, non-perfection surrender, accept, exchange, substitution, subordination, enforcement or invalidity sale of any part of the Collateral or any other direct or indirect securitysecurity for any Guaranteed Obligations or any other obligation of any of the Loan Parties under the Loan Agreement, the Note, any Loan Document, or the manner of the application of the proceeds of any guarantee Collateral or any other liability of direct or indirect security for any third party, of the Obligations of any Borrower or its Subsidiary with respect to which the Borrower Guaranty relatesGuaranteed Obligations; (iv) any change in the corporate existence, structure, legal or organizational structure or ownership ofof any of the Loan Parties, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Borrower Guarantor of the Loan Parties, or its assets or any resulting release or discharge of any obligation of any of the Obligations of the Borrower Guarantors contained in this Agreement or any Loan DocumentParties; (v) the existence of any setoff, claim, set-off defense, recoupment or other rights which any Borrower Guarantor may have at any time against any Lender of the Loan Parties, the Lender, or any other Personperson or entity, whether or not arising in connection with this Agreement herewith or any Loan Documentunrelated transactions, provided, however, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any discharge, invalidity or unenforceability relating to or against any Borrower or its Subsidiary of the Loan Parties, for any reason of this Agreement related to the Loan Agreement, the Note, any other Loan Document, or any Loan Document other guaranty, or any provision of applicable Law law or regulation purporting to prohibit the payment by any Borrower of the Loan Parties, of the principal of or interest on the Loans or other Guaranteed Obligations under this the Loan Agreement or any other Loan Document; (vii) receipt of any additional Collateral or any other direct or indirect security for any Guaranteed Obligations or any other obligation of any of the Loan Parties under the Loan Agreement, the Note, any Loan Document; or (viiviii) any and all defenses based on suretyship or any other applicable law, all of which are hereby expressly waived, including without limitation all rights and defenses arising out of the following, each of which is hereby waived: (a) an election of remedies by the Lender even though that election of remedies may have destroyed rights of subrogation and reimbursement against any Loan Party by operation of law or otherwise, (b) protections afforded to any Loan Party pursuant to antideficiency or similar laws limiting or discharging any Loan Party’s obligations to the Lender, (c) the failure to notify any Loan Party of the disposition of any property securing the obligations of any Loan Party, (d) the commercial reasonableness of such disposition or the impairment, however caused, of the value of such property, (e) any duty of the Lender (should such duty exist) to disclose to any Loan Party any matter, fact or thing related to the extent permitted business operations or condition (financial or otherwise) of any Loan Party or its affiliates or property, whether now or hereafter known by applicable Lawthe Lender, (f) any defense of any Loan Party to payment, (g) the benefit of any statute of limitations in favor of Borrower or any Loan Party, (h) any defense based on a claim that Guarantor’s obligations hereunder are more burdensome than, or exceed those of Borrower or any Loan Party, (i) any right to assert the doctrine of marshalling with respect to the Collateral, (j) any defense arising from Lender’s performance or lack of performance of any due diligence, monitoring or examination of the Borrower, any Collateral or any Loan Party or the exercise or non-exercise of any right, power, privilege or remedy under the Loan Agreement, the Note or any other Loan Document, (k) the provisions of Section 10-7-24 of O.C.G.A. or 11-3-601 O.C.G.A., or (1) any other act or omission to act or delay of any kind by a Borrower, a Borrower Guarantorany of the Loan Parties, the Lender or any other Person person or entity or any other circumstance whatsoever that which might, but for the provisions of this paragraphSection 4, constitute a legal or equitable discharge of the Borrower Guaranteed Obligations under this Section 14obligations of Guarantor hereunder.

Guaranty Unconditional. The obligations of the Borrower Guarantors under the this Borrower Guaranty shall be be, joint and several, irrevocable, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by, except for payment of Obligations and to the extent permitted by applicable Law (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation or of any Loan advance under this Agreement or any Loan Document by operation of Law or otherwise; (ii) any modification or amendment of or supplement to this Agreement or any Loan Document; (iii) any 100 110 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, of the Guaranteed Obligations of any Borrower or its Subsidiary with respect to which the Borrower Guaranty relatesSubsidiary; (iv) any change in the corporate existence, structure, or ownership of, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Borrower Guarantor or its assets or any resulting release or discharge of any of the Obligations of the Borrower Guarantors contained in this Agreement or any Loan Document; (v) the existence of any claim, set-off or other rights which any Borrower Guarantor may have at any time against the Administrative Agent, any Lender Bank, any Designated Swing Line Lender, Designated Letter of Credit Issuer, Designated Hedge Creditor or any other Person, whether or not arising in connection with this Agreement or any Loan Document, provided, however, that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability relating to or against any Borrower or its Subsidiary for any reason of this Agreement or any Loan Document or any provision of applicable Law law or regulation purporting to prohibit the payment by any Borrower under this Agreement or any Loan Document; or (vii) to the extent permitted by applicable Law, any other act or omission to act or delay of any kind by a Borrower, a Borrower Guarantor, the Lender Administrative Agent, any Bank, any Designated Swing Line Lender, any Designated Letter of Credit Issuer, any Designated Hedge Creditor or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Borrower Guaranteed Obligations of any Borrower under this Section 1410.

Guaranty Unconditional. The obligations of the Borrower Guarantors under the Borrower Guaranty shall be joint and several, irrevocable, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by, except for payment of Obligations and to the extent permitted by applicable Law (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation the Loan or any Loan other obligation under this Agreement or any Loan Document by operation of Law or otherwise; (ii) any modification or amendment of or supplement to this Agreement or any Loan Document; (iii) 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, of the Obligations of any Borrower or its Subsidiary with respect to which the Borrower Guaranty relates; (iv) any change in the corporate existence, structure, or ownership of, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Borrower Guarantor or its assets or any resulting release or discharge of any of the Obligations of the Borrower Guarantors contained in this Agreement or any Loan Document; (v) the existence of any claim, set-off or other rights which any Borrower Guarantor may have at any time against any the Lender or any other Person, whether or not arising in connection with this Agreement or any Loan Document, provided, however, that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability relating to or against any Borrower or its Subsidiary for any reason of this Agreement or any Loan Document or any provision of applicable Law or regulation purporting to prohibit the payment by any Borrower under this Agreement or any Loan Document; or (vii) to the extent permitted by applicable Law, any other act or omission to act or delay of any kind by a Borrower, a Borrower Guarantor, the Lender or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Borrower Guaranteed Obligations under this Section 14.

Guaranty Unconditional. The obligations of the Borrower Guarantors under Parent Guarantor hereunder shall, to the Borrower Guaranty shall fullest extent permitted by law, be joint and several, irrevocable, unconditional and absolute and, without limiting the generality of the foregoing, shall shall, to the fullest extent permitted by law, not be released, discharged or otherwise affected by, except for payment of Obligations and to the extent permitted by applicable Law (i) : any extension, renewal, settlement, compromise, waiver or release in respect of any obligation or any Loan under this Agreement or any Loan Document of the Guaranteed Obligations, by operation of Law law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations; (ii) any modification or amendment of or supplement to this Agreement the Credit Agreement, any Note or any other Loan Document; (iii) any modification, amendment, waiver, release, non-perfection nonperfection or invalidity of any direct or indirect securitysecurity for any obligation of the US Borrower under the Credit Agreement, any Note, any other Loan Document, or any obligations of any guarantee or other liability guarantor of any third party, of the Obligations Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Borrower or its Subsidiary Lender with respect to which any collateral securing all or any part of the Borrower Guaranty relatesGuaranteed Obligations; (iv) any change in the corporate existence, structure, structure or ownership ofof the US Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting it or the US Borrower, or any Borrower Guarantor other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of it or the US Borrower, or any other guarantor of any of the Obligations of the Borrower Guarantors contained in this Agreement or any Loan DocumentGuaranteed Obligations; (v) the existence of any claim, set-off setoff or other rights which any Borrower Guarantor it may have at any time against the US Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender or any other Person, whether or not arising in connection with this Agreement herewith or any Loan Document, provided, however, that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaimunrelated transactions; (vi) any invalidity or unenforceability relating to or against the US Borrower, or any Borrower or its Subsidiary other guarantor of any of the Guaranteed Obligations, for any reason of this Agreement or related to the Credit Agreement, any other Loan Document Document, or any provision of applicable Law law or regulation purporting to prohibit the payment by it or the US Borrower, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Note or any other amount payable by it or the US Borrower under this Agreement the Credit Agreement, any Note, or any other Loan Document; or (vii) to the extent permitted by applicable Law, any other act or omission to act or delay of any kind by a the US Borrower, a Borrower Guarantorany other guarantor of the Guaranteed Obligations, the Administrative Agent, the L/C Issuer, the Swing Line Lender, any Lender or any other Person or any other circumstance whatsoever that which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Borrower Guaranteed Obligations under this Section 14its obligations hereunder.

Guaranty Unconditional. The obligations of each of the Borrower Guarantors under the Borrower Guaranty hereunder shall be joint and several, irrevocable, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by, except for payment of Obligations and to the extent permitted by applicable Law (i) : any extension, renewal, settlement, indulgence, compromise, waiver or release in of or with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any obligation or other guarantor of any Loan under this Agreement or of the Guaranteed Obligations, whether (in any Loan Document such case) by operation of Law law or otherwise, or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations; (ii) any modification or amendment of or supplement to this the Credit Agreement, any Swap Agreement, any Banking Services Agreement or any other Loan Document, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Obligations guaranteed hereby; (iii) any modificationrelease, amendmentsurrender, compromise, settlement, waiver, releasesubordination or modification, non-perfection with or without consideration, of any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect securitysecurity for the Guaranteed Obligations; any change in the corporate, or of any guarantee partnership or other liability of any third partyexistence, of the Obligations structure or ownership of any Borrower or its Subsidiary with respect to which any other guarantor of any of the Borrower Guaranty relates; (iv) any change in the corporate existence, structure, or ownership ofGuaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Borrower Guarantor or its any other guarantor of the Guaranteed Obligations, or any of their respective assets or any resulting release or discharge of any obligation of any Borrower or any other guarantor of any of the Obligations of the Borrower Guarantors contained in this Agreement or any Loan DocumentGuaranteed Obligations; (v) the existence of any claim, set-off setoff or other rights which any Borrower Guarantor the Guarantors may have at any time against any Lender Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Holder of Obligations or any other Person, whether in connection herewith or not arising in connection with this Agreement or any Loan Documentunrelated transactions, provided, however, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against any Borrower or its Subsidiary any other guarantor of any of the Guaranteed Obligations, for any reason of this related to the Credit Agreement, any Swap Agreement, any Banking Services Agreement or any other Loan Document Document, or any provision of applicable Law law or regulation purporting to prohibit the payment by any Borrower under this Agreement or any Loan Documentother guarantor of the Guaranteed Obligations, of any of the Guaranteed Obligations; the failure of the Administrative Agent to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any; the election by, or on behalf of, any one or more of the Holders of Obligations, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code; any borrowing or grant of a security interest by any Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of any of the Holders of Obligations or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations; the failure of any other Guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereof; or (vii) to the extent permitted by applicable Law, any other act or omission to act or delay of any kind by a any Borrower, a Borrower Guarantorany other guarantor of the Guaranteed Obligations, the Lender Administrative Agent, any Holder of Obligations or any other Person or any other circumstance whatsoever that which might, but for the provisions of this paragraphSection 4, constitute a legal or equitable defense to, or discharge of the Borrower Guaranteed Obligations under this of, any Guarantor’s obligations hereunder except as provided in Section 145.

Guaranty Unconditional. The obligations Obligations of the Borrower Guarantors under the Borrower Guaranty this guaranty shall be joint and several, irrevocable, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by, except for payment of the Obligations and to the extent permitted by applicable Applicable Law (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation Obligation or any Loan under this Agreement or any Loan Document by operation of Applicable Law or otherwise; (ii) any modification or amendment of or supplement to this Agreement or any Loan Document; (iii) 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, of the Obligations of any the Borrower or its Subsidiary with respect to which the Borrower Guaranty this guaranty relates; (iv) any change in the corporate existence, structure, or ownership of, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Borrower Guarantor or its assets or any resulting release or discharge of any of the Obligations of the Borrower Guarantors contained in this Agreement or any Loan Document; (v) the existence of any claim, set-off or other rights which any Borrower Guarantor may have at any time against any Lender or any other Person, whether or not arising in connection with this Agreement or any Loan Document, provided, however, that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability relating to or against any the Borrower or its Subsidiary for any reason of this Agreement or any Loan Document or any provision of applicable Applicable Law or regulation purporting to prohibit the payment by any the Borrower under this Agreement or any Loan Document; or (vii) to the extent permitted by applicable Applicable Law, any other act or omission to act or delay of any kind by a Borrower, a Borrower Guarantor, the Lender or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Borrower Guaranteed Obligations under this Section 145.

Guaranty Unconditional. The obligations of the Borrower Guarantors under the Borrower Guaranty Guarantor hereunder shall be joint and several, irrevocable, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by, except for payment of Obligations and to the extent permitted by applicable Law : (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation or any Loan of the Borrower under this Agreement or any Loan Document Note, by operation of Law law or otherwise; (ii) any modification or amendment of or supplement to this Agreement or any Loan DocumentNote; (iii) any modificationrelease, amendment, waiver, releaseimpairment, non-perfection or invalidity of any direct or indirect security, or of security for any guarantee or other liability of any third party, obligation of the Obligations of Borrower under this Agreement or any Borrower or its Subsidiary with respect to which the Borrower Guaranty relatesNote; (iv) any change in the corporate existence, structure, structure or ownership ofof the Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any the Borrower Guarantor or its assets or any resulting release or discharge of any of the Obligations obligation of the Borrower Guarantors contained in this Agreement or any Loan DocumentNote; (v) the existence of any claim, set-off or other rights which any Borrower the Guarantor may have at any time against the Borrower, the Agent, any Lender Bank or any other Person, whether or not arising in connection with this Agreement herewith or any Loan Documentunrelated transactions, provided, however, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability relating to or against any the Borrower or its Subsidiary for any reason of this Agreement or any Loan Document Note, or any provision of applicable Law law or regulation purporting to prohibit the payment by the Borrower of the principal of or interest on any Borrower Note or any other amount payable by it under this Agreement or any Loan DocumentAgreement; or (vii) to the extent permitted by applicable Law, any other act or omission to act or delay of any kind by a the Borrower, a Borrower Guarantorthe Agent, the Lender any Bank or any other Person or any other circumstance whatsoever that which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to the Borrower Guaranteed Obligations under this Section 14Guarantor's obligations hereunder. SECTION 9.03.

Guaranty Unconditional. The obligations of the Borrower Guarantors under the Borrower Guaranty Guarantor hereunder shall be joint and several, irrevocable, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (a) any change in the amount or purpose of or the time, except for manner, method, or place of payment or performance of any of the Obligations and to the extent permitted by applicable Law (i) or any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower or any Loan other Person under this Agreement or any Loan Document Document, by operation of Law law or otherwise; (iib) any modification modification, extension, renewal or amendment of or supplement to this Agreement any Loan Document or any of the Obligations or any execution or delivery of any additional Loan DocumentDocuments; (iiic) any modificationrelease, amendment, waiver, releaseimpairment, non-perfection or invalidity of any direct or indirect security, or of security for any guarantee or other liability of any third party, obligation of the Obligations of any Borrower or its Subsidiary with respect to which the Borrower Guaranty relatesany other Person under any Loan Document; (ivd) any change in the corporate existence, structure, structure or ownership ofof the Borrower or any other Person or any of their respective Subsidiaries, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or any Borrower Guarantor other Person or its any of their assets or any resulting release or discharge of any obligation (including any of the Obligations Obligations) of the Borrower Guarantors contained in this Agreement or any other Person under any Loan Document; (ve) the existence of any claim, set-off off, defense, counterclaim, withholding or other rights which any right that the Guarantor or the Borrower Guarantor may have at any time against any Lender or any other PersonPerson (including the Administrative Agent and the Lenders), whether or not arising in connection with this Agreement the Loan Documents or any Loan Document, provided, however, unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim or defense by separate suit or compulsory counterclaim; (vif) any avoidance, subordination, invalidity or unenforceability relating to or against any the Borrower or its Subsidiary any other Person for any reason of this Agreement any Obligation or any Loan Document or Document, any provision of applicable Law law or regulation purporting to prohibit the payment of any Obligation by the Borrower or any other Person, or the Borrower denies that it has any or further liability or obligation under this Agreement any Loan Document, or purports to revoke, terminate or rescind any Obligation or provision of any Loan Document; or (vii) to the extent permitted by applicable Law, any other act or omission to act or delay of any kind by a Borrower, a Borrower Guarantor, the Lender or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Borrower Guaranteed Obligations under this Section 14.44

Guaranty Unconditional. The obligations of the Borrower Subsidiary Guarantors under the Borrower this Subsidiary Guaranty shall be joint and several, irrevocable, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by, except for payment of Obligations and to the extent permitted by applicable Law (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation or any Loan Obligation under this Agreement or any Loan Document by operation of Law or otherwise; (ii) any modification or amendment of or supplement to this Agreement or any Loan Document; (iiiii) 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, of the Obligations of any Borrower or its Subsidiary with respect to which the Borrower Guaranty relatesGuaranteed Obligations; (iviii) any change in the corporate existence, structure, or ownership of, or any insolvencyFinancial Impairment, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any Borrower Subsidiary Guarantor or its assets or any resulting release or discharge of any of the Obligations of the Borrower Subsidiary Guarantors contained in this Agreement or any Loan Document; (viv) the existence of any claim, set-off or other rights which any Borrower the Subsidiary Guarantor may have at any time against the Agent, any Lender or any other Person, whether or not arising in connection with this Agreement or any Loan Document, provided, however, that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (viv) any invalidity or unenforceability relating to or against any the Borrower or its Subsidiary for any reason of this Agreement or any Loan Document or any provision of applicable Law or regulation purporting to prohibit the payment by any the Borrower under this Agreement or any Loan Document; or (viivi) to the extent permitted by applicable Law, any other act or omission to act or delay of any kind by a Borrower, a Borrower the Subsidiary Guarantor, the Agent, any Lender or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Borrower Guaranteed Obligations under this Section 14Obligations.

Guaranty Unconditional. The obligations of the Borrower Guarantors under the Borrower Guaranty shall be joint and several, irrevocable, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by, except for payment of Obligations and to the extent permitted by applicable Law (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation or any Revolving Credit Loan under this Agreement or any Loan Document by operation of Law or otherwise; (ii) any modification or amendment of or supplement to this Agreement or any Loan Document; (iii) 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, of the Obligations of any Borrower or its Subsidiary with respect to which the Borrower Guaranty relates; (iv) any change in the corporate existence, structure, or ownership of, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Borrower Guarantor or its assets or any resulting release or discharge of any of the Obligations of the Borrower Guarantors contained in this Agreement or any Loan Document; (v) the existence of any claim, set-off or other rights which any Borrower Guarantor may have at any time against any Lender Lender, the LC Issuer or any other Person, whether or not arising in connection with this Agreement or any Loan Document, provided, however, that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability relating to or against any Borrower or its Subsidiary for any reason of this Agreement or any Loan Document or any provision of applicable Law or regulation purporting to prohibit the payment by any Borrower under this Agreement or any Loan Document; or (vii) to the extent permitted by applicable Law, any other act or omission to act or delay of any kind by a Borrower, a Borrower Guarantor, the Lender Administrative Agent, the Lenders, the LC Issuer or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Borrower Guaranteed Obligations under this Section 149.

Guaranty Unconditional. The obligations of each of the Borrower Guarantors under the Borrower Guaranty hereunder shall be joint and several, irrevocable, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by, except for payment of Obligations and to the extent permitted by applicable Law : (i) any extension, renewal, settlement, indulgence, compromise, waiver or release in of or with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any obligation or other guarantor of any Loan under this Agreement or of the Guaranteed Obligations, whether (in any Loan Document such case) by operation of Law law or otherwise, or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations; (ii) any modification or amendment of or supplement to this Agreement the Credit Agreement, or any other Loan Document, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Guaranteed Obligations guaranteed hereby; (iii) any modificationrelease, amendmentsurrender, compromise, settlement, waiver, releasesubordination or modification, non-perfection with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security, or of any guarantee or other liability of any third party, of security for the Obligations of any Borrower or its Subsidiary with respect to which the Borrower Guaranty relatesGuaranteed Obligations; (iv) any change in the corporate corporate, partnership, limited liability company or other existence, structure, structure or ownership ofof the Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or any Borrower Guarantor other guarantor of the Guaranteed Obligations, or its any of their respective assets or any resulting release or discharge of any of the Obligations obligation of the Borrower Guarantors contained in this Agreement or any Loan Documentother guarantor of any of the Guaranteed Obligations; (v) the existence of any claim, set-off setoff or other rights which any Borrower Guarantor the Guarantors may have at any time against the Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender or any other Person, whether in connection herewith or not arising in connection with this Agreement or any Loan Documentunrelated transactions, provided, however, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against any the Borrower or its Subsidiary any other guarantor of any of the Guaranteed Obligations, for any reason of this Agreement related to the Credit Agreement, or any other Loan Document Document, or any provision of applicable Law law, decree, order or regulation purporting to prohibit the payment by any the Borrower under this Agreement or any Loan Document; or (vii) to the extent permitted by applicable Law, any other act or omission to act or delay of any kind by a Borrower, a Borrower Guarantor, the Lender or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Borrower Guaranteed Obligations under this Section 14.other

Guaranty Unconditional. The obligations of the Borrower Guarantors Parent under the Borrower Guaranty this Section 13 shall be joint and several, irrevocable, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by, except for payment of Obligations and to the extent permitted by applicable Law : (ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company or any Loan Subsidiary Guarantor under this Agreement Agreement, any other Loan Document or any Loan Document applicable Hedging Agreement, by operation of Law law or otherwiseotherwise (other than payment in full of the Guaranteed Obligations); (iib) any modification or amendment of or supplement to this Agreement Agreement, any other Loan Document or any Loan Documentapplicable Hedging Agreement; (iiic) any modificationrelease, amendment, waiver, releaseimpairment, non-perfection or invalidity of any direct or indirect security, or of security for any guarantee or other liability of any third party, obligation of the Obligations of Company under this Agreement, any Borrower other Loan Document or its Subsidiary with respect to which the Borrower Guaranty relatesany applicable Hedging Agreement; 64 (ivd) any change in the corporate existence, structure, structure or ownership ofof the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Borrower Guarantor the Company or its assets or any resulting release or discharge of any obligation of the Obligations of the Borrower Guarantors Company contained in this Agreement Agreement, any other Loan Document or any Loan Documentapplicable Hedging Agreement (other than payment in full of the Guaranteed Obligations); (ve) the existence of any claim, set-off or other rights right which any Borrower Guarantor the Parent may have at any time against the Company, the Administrative Agent, any Lender or any other Person, whether or not arising in connection with this Agreement, any other Loan Document, any applicable Hedging Agreement or any Loan Document, provided, however, that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaimunrelated transaction; (vif) any invalidity or unenforceability relating to or against any Borrower or its Subsidiary the Company for any reason of this Agreement Agreement, any other Loan Document or any Loan Document applicable Hedging Agreement, or any provision of applicable Law law or regulation purporting to prohibit the payment by the Company of the principal of or interest on any Borrower Loan, any amounts payable with respect to any Letter of Credit, any other amount payable by it under this Agreement Agreement, any other Loan Document or any Loan Documentapplicable Hedging Agreement; or (viig) to the extent permitted by applicable Law, any other act or omission to act or delay of any kind by a Borrower, a Borrower Guarantorthe Company, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever that which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to the Borrower Guaranteed Obligations under this Section 14.Parent’s obligations hereunder. 13.3

Guaranty Unconditional. The obligations of the Borrower Subsidiary Guarantors under the Borrower this Subsidiary Guaranty shall be be, joint and several, irrevocable, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by, except for payment of Obligations and to the extent permitted by applicable Law (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation or of any Loan advance under this Agreement or any Loan Document by operation of Law or otherwise; (ii) any modification or amendment of or supplement to this Agreement or any Loan Document; (iiiii) 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, of the Guaranteed Obligations of any the Borrower or its Subsidiary with respect to which the Borrower Guaranty relatesSubsidiary; (iviii) any change in the corporate existence, structure, or ownership of, or any insolvency, bankruptcyBankruptcy, reorganization or other similar proceeding affecting any Borrower Subsidiary Guarantor or its assets or any resulting release or discharge of any of the Obligations of the Borrower Subsidiary Guarantors contained in this Agreement or any Loan Document; (viv) the existence of any claim, set-off or other rights which any Borrower the Subsidiary Guarantor may have at any time against the Administrative Agent, the Designated Letter of Credit Issuer, the Designated Hedge Creditor, any Lender or any other Person, whether or not arising in connection with this Agreement or any Loan Document, providedPROVIDED, howeverHOWEVER, that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (viv) any invalidity or unenforceability relating to or against any the Borrower or its Subsidiary for any reason of this Agreement or any Loan Document or any provision of applicable Law law or regulation purporting to prohibit the payment by any the Borrower under this Agreement or any Loan Document; or (viivi) to the extent permitted by applicable Law, any other act or omission to act or delay of any kind by a Borrower, a Borrower the Subsidiary Guarantor, the Administrative Agent, the Designated Letter of Credit Issuer, the Designated Hedge Creditor, any Lender or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Borrower Guaranteed Obligations of the Borrower under this Section 1411.

Guaranty Unconditional. The obligations of the Borrower Guarantors under the this Borrower Guaranty shall be be, joint and several, irrevocable, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by, except for payment of Obligations and to the extent permitted by applicable Law (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation or of any Loan advance under this Agreement or any Loan Document or any document in respect of an Affiliate Loan by operation of Law or otherwise; (ii) any modification or amendment of or supplement to this Agreement or any Loan DocumentDocument or any document in respect of any Affiliate Loan; (iiiii) 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, of the Guaranteed Obligations of any Borrower or its Subsidiary with respect to which the Borrower Guaranty relatesSubsidiary; (iviii) any change in the corporate existence, structure, or ownership of, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Borrower Guarantor or its assets or any resulting release or discharge of any of the Obligations of the Borrower Guarantors contained in this Agreement or any Loan Document; (viv) the existence of any claim, set-off or other rights which any Borrower Guarantor International may have at any time against the Administrative Agent or any Lender Loan Party or any other Person, whether or not arising in connection with this Agreement or any Loan Document, provided, however, that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (viv) any invalidity or unenforceability relating to or against any Borrower or its Subsidiary for any reason of this Agreement or any Loan Document or any document in respect of an Affiliate Loan or any provision of applicable Law law or regulation purporting to prohibit the payment by any Borrower under this Agreement or any Loan Document; or (viivi) to the extent permitted by applicable Law, any other act or omission to act or delay of any kind by a Borrower, a Borrower Guarantor, the Lender Administrative Agent, any Loan Party or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Borrower Guaranteed Obligations of any Borrower under this Section 149.