Common use of Guaranty Unconditional Clause in Contracts

Guaranty Unconditional. The obligations of the Guarantors under this Article IX shall be unconditional and absolute and, without limiting the generality of the foregoing shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the following: (a) any extension, renewal, settlement, compromise, waiver or release in respect to the Guaranteed Obligations under any agreement or instrument, by operation of law or otherwise; (b) any modification or amendment of or supplement to this Agreement, any Note, any other Loan Document, or any agreement or instrument evidencing or relating to any Guaranteed Obligation; (c) any release, non-perfection or invalidity of any direct or indirect security for the Guaranteed Obligations under any agreement or instrument evidencing or relating to any Guaranteed Obligations; (d) any change in the corporate existence, structure or ownership of any Loan Party or other Subsidiary or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Party or other Subsidiary or its assets or any resulting release or discharge of any obligation of any Loan Party or other Subsidiary contained in any agreement or instrument evidencing or relating to any of the Guaranteed Obligations; (e) the existence of any claim, set-off or other rights that any Loan Party may have at any time against any other Loan Party, the Lender, any Affiliate of the Lender or any other Person, whether in connection herewith or any unrelated transactions; (f) any invalidity or unenforceability relating to or against any other Loan Party for any reason of any agreement or instrument evidencing or relating to any of the Guaranteed Obligations, or any provision of applicable law or regulation purporting to prohibit the payment by any Loan Party of any of the Guaranteed Obligations; or (g) any other act or omission of any kind by any other Loan Party, the Lender or any other Person or any other circumstance whatsoever that might, but for the provisions of this Article, constitute a legal or equitable discharge of any Guarantor’s obligations under this Section other than the irrevocable payment in full of all Guaranteed Obligations.

Guaranty Unconditional. The obligations of the Guarantors Borrower under this Article IX X shall be unconditional and absolute and, without limiting the generality of the foregoing shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the following: (a) any extension, renewal, settlement, compromise, waiver or release in respect to the Borrower Guaranteed Obligations under any agreement or instrument, by operation of law or otherwise; (b) any modification or amendment of or supplement to this Agreement, any Note, any other Loan Document, or any agreement or instrument evidencing or relating to any Borrower Guaranteed Obligation; (c) any release, non-perfection or invalidity of any direct or indirect security for the Borrower Guaranteed Obligations under any agreement or instrument evidencing or relating to any Borrower Guaranteed Obligations; (d) any change in the corporate existence, structure or ownership of any Loan Credit Party or other Subsidiary or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Credit Party or other Subsidiary or its assets or any resulting release or discharge of any obligation of any Loan Credit Party or other Subsidiary contained in any agreement or instrument evidencing or relating to any of the Borrower Guaranteed Obligations; (e) the existence of any claim, set-off or other rights that any Loan Party the Borrower may have at any time against any other Loan Credit Party, the Administrative Agent, any Lender, any Affiliate of the any Lender or any other Person, whether in connection herewith or any unrelated transactions; (f) any invalidity or unenforceability relating to or against any other Loan Credit Party for any reason of any agreement or instrument evidencing or relating to any of the Borrower Guaranteed Obligations, or any provision of applicable law or regulation purporting to prohibit the payment by any Loan Credit Party of any of the Borrower Guaranteed Obligations; or (g) any other act or omission of any kind by any other Loan Credit Party, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever that might, but for the provisions of this Article, constitute a legal or equitable discharge of any Guarantorthe Borrower’s obligations under this Section other than the irrevocable payment in full of all Borrower Guaranteed Obligations.

Guaranty Unconditional. The obligations of the Guarantors under this Article IX Company hereunder shall be unconditional unconditional, absolute and absolute continuing and, without limiting the generality of the foregoing foregoing, shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the followingby: (ai) any extension, renewal, settlement, compromise, waiver or release in respect to the Guaranteed Obligations of any obligation of any Subsidiary Account Party under any agreement or instrumentthis Agreement, by operation of law or otherwise; (bii) any modification or amendment of or supplement to this Agreement, any Note, any other Loan Document, or any agreement or instrument evidencing or relating to any Guaranteed Obligation; (ciii) any release, impairment, non-perfection or invalidity of any direct or indirect security for the Guaranteed Obligations any obligation of any Subsidiary Account Party under any agreement or instrument evidencing or relating to any Guaranteed Obligationsthis Agreement; (div) any change in the corporate existence, structure or ownership of any Loan Party or other Subsidiary Account Party, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Subsidiary Account Party or other Subsidiary or its assets or any resulting release or discharge of any obligation of any Loan Subsidiary Account Party or other Subsidiary contained in any agreement or instrument evidencing or relating to any of the Guaranteed Obligationsthis Agreement; (ev) the existence of any claim, set-off or other rights that any Loan Party which the Company may have at any time against any other Loan Subsidiary Account Party, the LenderAdministrative Agent, any Affiliate of the Lender Bank or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (fvi) any invalidity or unenforceability relating to or against any other Loan Subsidiary Account Party for any reason of any agreement or instrument evidencing or relating to any of the Guaranteed Obligationsthis Agreement, or any provision of applicable law or regulation purporting to prohibit the payment by any Loan Subsidiary Account Party of any of the Guaranteed Obligations; orreimbursement obligation, interest or any other amount payable by it under this Agreement; (gvii) any other act or omission to act or delay of any kind by any other Loan Subsidiary Account Party, the Lender Administrative Agent, any Bank or any other Person or any other circumstance whatsoever that which might, but for the provisions of this Articleparagraph, constitute a legal or equitable discharge of or defense to the Company's obligations hereunder; or (viii) any Guarantor’s obligations under this Section other than Bank and its Affiliates accepting deposits from, lending money to, or otherwise engaging in any kind of business with the irrevocable payment in full Company, its Subsidiaries, the Subsidiary Account Parties or the Affiliates of all Guaranteed Obligationsany thereof.

Guaranty Unconditional. The obligations of the Guarantors Borrower under this Article IX Section 2.15 shall be unconditional and absolute and, without limiting the generality of the foregoing shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the following: (ai) any extension, renewal, settlement, compromise, waiver or release in respect to the Borrower Guaranteed Obligations under any agreement or instrument, by operation of law or otherwise; (bii) any modification or amendment of or supplement to this Agreement, any Note, any other Loan Document, or any agreement or instrument evidencing or relating to any Borrower Guaranteed Obligation; (ciii) any release, non-perfection or invalidity of any direct or indirect security for the Borrower Guaranteed Obligations under any agreement or instrument evidencing or relating to any Borrower Guaranteed Obligations; (div) any change in the corporate existence, structure or ownership of any Loan Credit Party or other Subsidiary or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Credit Party or other Subsidiary or its assets or any resulting release or discharge of any obligation of any Loan Credit Party or other Subsidiary contained in any agreement or instrument evidencing or relating to any of the Borrower Guaranteed Obligations; (ev) the existence of any claim, set-off or other rights that any Loan Party which the Borrower may have at any time against any other Loan Credit Party, the Administrative Agent, any Lender, any Affiliate of the any Lender or any other Person, whether in connection herewith or any unrelated transactions; (fvi) any invalidity or unenforceability relating to or against any other Loan Credit Party for any reason of any agreement or instrument evidencing or relating to any of the Borrower Guaranteed Obligations, or any provision of applicable law or regulation purporting to prohibit the payment by any Loan Credit Party of any of the Borrower Guaranteed Obligations; or (gvii) any other act or omission of any kind by any other Loan Credit Party, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever that which might, but for the provisions of this ArticleSection 2.15, constitute a legal or equitable discharge of any Guarantorthe Borrower’s obligations under this Section other than the irrevocable payment in full of all Borrower Guaranteed Obligations.

Guaranty Unconditional. The Guarantor hereby agrees that, except as hereinafter provided, and to the extent permitted by applicable law, its obligations of the Guarantors under this Article IX Guaranty shall be unconditional and absolute andunconditional, without limiting the generality irrespective of the foregoing shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the following: (a) the validity or enforceability of the Borrower’s Liabilities or any extensionpart thereof, renewalor of any Note or other document evidencing all or any part of the Borrower’s Liabilities, settlement, compromise, waiver or release in respect to the Guaranteed Obligations under any agreement or instrument, by operation of law or otherwise; (b) the absence of any modification attempt to collect the Borrower’s Liabilities from the Borrower or amendment of any other guarantor or supplement other action to this Agreementenforce the same, (c) the waiver or consent by the Agent, any Note, Lender or Lenders with respect to any other Loan Documentprovision of any instrument evidencing the Borrower’s Liabilities, or any part thereof, or any other agreement heretofore, now or instrument evidencing hereafter executed by the Borrower and delivered to the Agent, the Lender or relating to any Guaranteed Obligation; (c) any releaseLenders, non-perfection or invalidity of any direct or indirect security for the Guaranteed Obligations under any agreement or instrument evidencing or relating to any Guaranteed Obligations; (d) any change in the corporate existence, structure or ownership of any Loan Party or other Subsidiary failure by the Agent or any insolvencyLender to take any steps to perfect and maintain its security interest in, bankruptcyor to preserve its rights to, reorganization any security or other similar proceeding affecting any Loan Party or other Subsidiary or its assets or any resulting release or discharge of any obligation of any Loan Party or other Subsidiary contained in any agreement or instrument evidencing or relating to any of collateral for the Guaranteed Obligations; Borrower’s Liabilities, (e) the existence institution of any claim, set-off or other rights that any Loan Party may have at any time against any other Loan Party, the Lender, any Affiliate proceeding under Chapter 11 of Title 11 of the Lender United States Code (11 U.S.C. §101 et seq.), as amended (the “Bankruptcy Code”), or any other Personsimilar proceeding, whether in connection herewith by or against the Borrower, or the Agent’s or any unrelated transactions; Lender’s election in any such proceeding of the application of Section 1111(b)(2) of the Bankruptcy Code, (f) any invalidity borrowing or unenforceability relating to or against any other Loan Party for any reason grant of any agreement or instrument evidencing or relating to any a security interest by the Borrower as debtor-in-possession, under Section 364 of the Guaranteed ObligationsBankruptcy Code, or any provision of applicable law or regulation purporting to prohibit the payment by any Loan Party of any of the Guaranteed Obligations; or (g) any other act or omission the disallowance, under Section 502 of any kind by any other Loan Partythe Bankruptcy Code, the Lender of all or any other Person portion of the Lenders’ claim(s) for repayment of the Borrower’s Liabilities, or (h) any other circumstance whatsoever that might, but for the provisions of this Article, which might otherwise constitute a legal or equitable discharge or defense of any Guarantor’s obligations under this Section other than the irrevocable payment in full of all Guaranteed Obligationsa guarantor.

Guaranty Unconditional. The obligations of the Guarantors Company under this Article IX XV shall be absolute, unconditional and absolute irrevocable and, without limiting the generality of the foregoing foregoing, shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the followingby: (a) any extension, renewal, settlement, compromise, waiver or release in respect to the Guaranteed Obligations of any obligation of any Borrowing Subsidiary under this Agreement or any agreement or instrumentother Loan Document, by operation of law or otherwise; (b) any modification or amendment of or supplement to this Agreement, any Note, Agreement or any other Loan Document, or any agreement or instrument evidencing or relating to any Guaranteed Obligation; (c) any release, non-impairment, non perfection or invalidity of any other guaranty or of any direct or indirect security for the Guaranteed Obligations any obligation of any Borrowing Subsidiary under this Agreement or any agreement or instrument evidencing or relating to any Guaranteed Obligationsother Loan Document; (d) any change in the corporate existence, structure or ownership of any Loan Party or other Borrowing Subsidiary or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Party or other Borrowing Subsidiary or its any Borrowing Subsidiary’s assets or any resulting release or discharge of any obligation of any Loan Party or other Borrowing Subsidiary contained in this Agreement or any agreement or instrument evidencing or relating to any of the Guaranteed Obligationsother Loan Document; (e) the existence of any claim, set-set off or other rights that any Loan Party right which the Company may have at any time against any other Loan PartyBorrowing Subsidiary, the Administrative Agent, any Lender, any Affiliate of the Lender Issuer or any other Person, whether in connection herewith or any unrelated transactionstransaction; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (f) any invalidity or unenforceability relating to or against any other Loan Party Borrowing Subsidiary for any reason of this Agreement or any agreement or instrument evidencing or relating to any of the Guaranteed Obligationsother Loan Document, or any provision of any applicable law or regulation purporting to prohibit the payment by any Loan Party of any Borrowing Subsidiary of the Guaranteed Obligationsprincipal of or interest on any Loan or any other amount payable by such Borrowing Subsidiary under this Agreement or any other Loan Document; or (g) any other act or omission to act or delay of any kind by any other Loan PartyBorrowing Subsidiary, the Lender Administrative Agent, any Lender, any Issuer or any other Person or any other circumstance whatsoever that which might, but for the provisions of this Articleparagraph, constitute a legal or equitable discharge of any Guarantorthe Company’s obligations under this Section other than the irrevocable payment in full of all Guaranteed Obligationsas guarantor hereunder.

Guaranty Unconditional. The obligations of the Guarantors Company under this Article IX Guaranty shall be unconditional and absolute and, without limiting the generality of the foregoing foregoing, shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the followingby: (a) any extension, renewal, settlement, compromise, waiver or release in respect to the Guaranteed Obligations of any obligation of any Borrowing Subsidiary under any agreement or instrumentthis Agreement, by operation of law or otherwise; (b) any modification or amendment of or supplement to this Agreement, any Note, any other Loan Document, or any agreement or instrument evidencing or relating to any Guaranteed Obligation; (c) any release, non-perfection or invalidity of any direct or indirect security for the Guaranteed Obligations any obligation of any Borrowing Subsidiary under any agreement or instrument evidencing or relating to any Guaranteed Obligationsthis Agreement; (d) the failure of the Administrative Agent or any Bank to assert any claim or demand or to enforce any right or remedy against any Borrowing Subsidiary, the Company or any other Person under the provisions of this Agreement or any other agreement or otherwise; (e) any change in the corporate existence, structure or ownership of any Loan Party or other Borrowing Subsidiary or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Party or other Borrowing Subsidiary or its assets or any resulting release or discharge of any obligation of any Loan Party or other Borrowing Subsidiary contained in any agreement or instrument evidencing or relating to any of the Guaranteed Obligationsthis Agreement; (ef) the existence of any claim, set-off or other rights that any Loan Party which the Company may have at any time against any other Loan PartyBorrower, the LenderAdministrative Agent, any Affiliate of the Lender Bank or any other Person, whether in connection herewith or any unrelated transactions; (fg) any the invalidity or unenforceability relating to or against any other Loan Party Borrowing Subsidiary for any reason of any agreement or instrument evidencing or relating to any of the Guaranteed Obligationsthis Agreement, or any provision of applicable law or regulation purporting to prohibit the payment by any Loan Party Borrowing Subsidiary of the principal of or interest on any Advance or any other amount payable by any Borrowing Subsidiary under this Agreement, or the termination of any Borrowing Subsidiary’s status as a Borrowing Subsidiary hereunder; (h) the termination of the Guaranteed Obligationsa Borrowing Subsidiary’s status hereunder as a “Borrower” pursuant to Section 12.2; or (gi) any other act or omission to act or delay of any kind by any other Loan PartyBorrowing Subsidiary, the Lender Administrative Agent, any Bank or any other Person or any other circumstance whatsoever that which might, but for the provisions of this Articleparagraph, constitute a legal or equitable discharge of any Guarantor’s the obligations of the Company hereunder. The obligations of the Company under this Section Guaranty shall not be subject to any reduction, limitation, impairment or termination for any reason, including, without limitation, any claim of waiver, release, surrender, alteration or compromise of any of the Borrowing Subsidiary Obligations, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Borrowing Subsidiary Obligations, discharge of any Borrowing Subsidiary from any of the Borrowing Subsidiary Obligations in a bankruptcy or similar proceeding, or otherwise. Without limiting the generality of the foregoing, the obligations of the Company under this Guaranty shall not be discharged or impaired or otherwise affected by the failure of the Administrative Agent or any Bank to assert any claim or demand or to enforce any remedy under this Agreement or any document or instrument executed by any Borrowing Subsidiary in connection herewith, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Borrowing Subsidiary Obligations, or by any other than act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the irrevocable payment in full risk of all Guaranteed Obligationsthe Company or which would otherwise operate as a discharge of the Company as a matter of law or equity.

Guaranty Unconditional. The obligations of the Guarantors under this Article IX Company hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing foregoing, shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the followingby: (ai) any extension, renewal, settlement, compromise, waiver or release in respect to the Guaranteed Obligations of any obligation of any Eligible Subsidiary under this Agreement or any agreement or instrumentNote, by operation of law or otherwise; (bii) any modification or amendment of or supplement to this Agreement, Agreement or any Note, any other Loan Document, or any agreement or instrument evidencing or relating to any Guaranteed Obligation; (ciii) any release, impairment, non-perfection or invalidity of any direct or indirect security for the Guaranteed Obligations any obligation of any Eligible Subsidiary under this Agreement or any agreement or instrument evidencing or relating to any Guaranteed ObligationsNote; (div) any change in the corporate existence, structure or ownership of any Loan Party or other Subsidiary Eligible Subsidiary, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Party or other Eligible Subsidiary or its assets assets, or any resulting resultant release or discharge of any obligation the obligations of any Loan Party Eligible Subsidiary hereunder or other Subsidiary contained in under any agreement or instrument evidencing or relating to any of the Guaranteed ObligationsNote; (ev) the existence of any claim, set-off or other rights that any Loan Party which the Company may have at any time against any other Loan PartyEligible Subsidiary, the LenderAgent, any Affiliate of the Lender Bank or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (fvi) any invalidity or unenforceability relating to or against any other Loan Party Eligible Subsidiary for any reason of this Agreement or any agreement or instrument evidencing or relating to any of the Guaranteed ObligationsNote, or any provision of applicable law or regulation purporting to prohibit the payment by any Loan Party of any Eligible Subsidiary of the Guaranteed Obligationsprincipal of or interest on any Note or any other amount payable by it under this Agreement; or (gvii) any other act or omission to act or delay of any kind by any other Loan PartyEligible Subsidiary, the Lender Agent, any Bank or any other Person or any other circumstance whatsoever that which might, but for the provisions of this Articleparagraph, constitute a legal or equitable discharge of any Guarantor’s or defense to the Company's obligations under this Section other than the irrevocable payment in full of all Guaranteed Obligationshereunder.

Guaranty Unconditional. The obligations of the Guarantors under this Article IX shall be each Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing shall foregoing, will not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the followingby: (aA) any extension, renewal, settlement, compromise, waiver or release in respect to of any obligation of the Guaranteed Obligations Issuer under the Indenture or any agreement or instrumentNote, by operation of law or otherwise; (bB) any modification or amendment of or supplement to this Agreement, the Indenture or any Note, any other Loan Document, or any agreement or instrument evidencing or relating to any Guaranteed Obligation; (c) any release, non-perfection or invalidity of any direct or indirect security for the Guaranteed Obligations under any agreement or instrument evidencing or relating to any Guaranteed Obligations; (dC) any change in the corporate existence, structure or ownership of any Loan Party or other Subsidiary the Issuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Party or other Subsidiary the Issuer or its assets or any resulting release or discharge of any obligation of any Loan Party or other Subsidiary the Issuer contained in the Indenture or any agreement or instrument evidencing or relating to any of the Guaranteed ObligationsNote; (eD) the existence of any claim, set-off or other rights that any Loan Party which the Guarantor may have at any time against any other Loan Partythe Issuer, the Lender, any Affiliate of the Lender Trustee or any other Person, whether in connection herewith with the Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (fE) any invalidity or unenforceability relating to or against any other Loan Party the Issuer for any reason of the Indenture or any agreement or instrument evidencing or relating to any of the Guaranteed ObligationsNote, or any provision of applicable law or regulation purporting to prohibit the payment by any Loan Party of any the Issuer of the Guaranteed Obligationsprincipal of or interest on any Note or any other amount payable by the Issuer under the Indenture; or (gF) any other act or omission to act or delay of any kind by any other Loan Partythe Issuer, the Lender Trustee or any other Person or any other circumstance whatsoever that which might, but for the provisions of this Articleparagraph, constitute a legal or equitable discharge of any or defense to such Guarantor’s obligations under this Section other than the irrevocable payment in full of all Guaranteed Obligationshereunder.

Guaranty Unconditional. The obligations of the Guarantors under this Article IX Company hereunder shall be unconditional unconditional, absolute and absolute continuing and, without limiting the generality of the foregoing foregoing, shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the followingby: (ai) any extension, renewal, settlement, compromise, waiver or release in respect to the Guaranteed Obligations of any obligation of any Subsidiary Account Party under any agreement or instrumentthis Agreement, by operation of law or otherwise; (bii) any modification or amendment of or supplement to this Agreement, any Note, any other Loan Document, or any agreement or instrument evidencing or relating to any Guaranteed Obligation; (ciii) any release, impairment, non-perfection or invalidity of any direct or indirect security for the Guaranteed Obligations any obligation of any Subsidiary Account Party under any agreement or instrument evidencing or relating to any Guaranteed Obligationsthis Agreement; (div) any change in the corporate existence, structure or ownership of any Loan Party or other Subsidiary Account Party, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Subsidiary Account Party or other Subsidiary or its assets or any resulting release or discharge of any obligation of any Loan Subsidiary Account Party or other Subsidiary contained in any agreement or instrument evidencing or relating to any of the Guaranteed Obligationsthis Agreement; (ev) the existence of any claim, set-off or other rights that any Loan Party which the Company may have at any time against any other Loan Subsidiary Account Party, the LenderAdministrative Agent, any Affiliate of the Lender Bank or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (fvi) any invalidity or unenforceability relating to or against any other Loan Subsidiary Account Party for any reason of any agreement or instrument evidencing or relating to any of the Guaranteed Obligationsthis Agreement, or any provision of applicable law or regulation purporting to prohibit the payment by any Loan Subsidiary Account Party of any of the Guaranteed Obligations; orreimbursement obligation, interest or any other amount payable by it under this Agreement; (gvii) any other act or omission to act or delay of any kind by any other Loan Subsidiary Account Party, the Lender Administrative Agent, any Bank or any other Person or any other circumstance whatsoever that which might, but for the provisions of this Articleparagraph, constitute a legal or equitable discharge of any Guarantoror defense to the Company’s obligations under this Section other than hereunder; or (viii) any Bank and its Affiliates accepting deposits from, lending money to, or otherwise engaging in any kind of business with the irrevocable payment in full Company, its Subsidiaries, the Subsidiary Account Parties or the Affiliates of all Guaranteed Obligationsany thereof.

Guaranty Unconditional. The obligations of the Guarantors under this Article IX shall be unconditional Guarantor hereunder are continuing, absolute and absolute andunconditional, without irrespective of any circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a guarantor or surety. Without limiting the generality of the foregoing foregoing, the obligations of Guarantor hereunder shall remain in full force and effect without regard to, and shall not be released, discharged or otherwise in any way affected by the occurrence, one or more times, of any of the followingby: (a) any extensionamendment, renewal, settlement, compromise, waiver modification or release in respect supplement to the Guaranteed Obligations under Mortgage, the Note or any agreement or instrument, by operation of law or otherwiseother Loan Document; (b) any modification exercise or amendment nonexercise of or supplement to delay in exercising any right, remedy, power or privilege under or in respect of this AgreementGuaranty, any Notethe Mortgage, the Note or any other Loan DocumentDocument (even if any such right, remedy, power or privilege shall be lost thereby), or any agreement waiver, consent, indulgence or instrument evidencing other action or relating to any Guaranteed Obligationinaction in respect thereof; (c) any releasebankruptcy, non-perfection or invalidity of any direct or indirect security reorganization, insolvency, arrangement, composition, assignment for the Guaranteed Obligations under benefit of creditors or similar proceeding commenced by or against Borrower or Guarantor or any agreement discharge, limitation, modification or instrument evidencing release of liability of the Borrower or relating to any Guaranteed ObligationsGuarantor by virtue of such proceedings; (d) any change failure to perfect or continue perfection of, or any release or waiver of, any rights given to Lender in the corporate existence, structure or ownership Premises as security for the performance of any Loan Party or other Subsidiary or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Party or other Subsidiary or its assets or any resulting release or discharge of any obligation of any Loan Party or other Subsidiary contained in any agreement or instrument evidencing or relating to any of the Guaranteed Obligations; (e) the existence any extension of any claim, set-off time for payment or other rights that any Loan Party may have at any time against any other Loan Party, the Lender, any Affiliate of the Lender or any other Person, whether in connection herewith or any unrelated transactions; (f) any invalidity or unenforceability relating to or against any other Loan Party for any reason of any agreement or instrument evidencing or relating to any of the Guaranteed Obligations, or any provision of applicable law or regulation purporting to prohibit the payment by any Loan Party performance of any of the Guaranteed Obligations; or; (f) the genuineness, validity or enforceability of the Loan Documents; (g) any other act limitation of liability of Borrower, or omission of any kind or all of the holders of ownership interests in Borrower, contained in any Loan Document; (h) any defense that may arise by reason of the failure of Lender to file or enforce a claim against the estate of Borrower in any bankruptcy or other proceeding; (i) any voluntary or involuntary liquidation, dissolution, sale of all or substantially all of the property of, or any marshaling of assets and liabilities or other similar proceeding affecting, Borrower or Guarantor or any of its respective assets; (j) the release of Borrower, or Guarantor, from performance or observance of any of the agreements, covenants, terms or conditions contained in the Loan Documents by operation of law; (k) the failure of Lender to keep Guarantor advised of Borrower’s financial condition, regardless of the existence of any duty to do so, but not in any way implying any obligation contractual or otherwise to do so; (l) any sale or other transfer of the Premises or any part thereof or any foreclosure by Lender on the Premises or any part thereof; (m) any counterclaim, recoupment, set-off, reduction or defense used in any claim Guarantor may assert or now or hereafter have against the Lender, the Borrower or Guarantor; or (n) any other Loan Party, the Lender or any other Person or any other circumstance whatsoever that might, but for the provisions of this Article, circumstances which might otherwise constitute a legal or equitable discharge of a guarantor or surety. No set-off, claim, reduction or diminution of any Guarantor’s obligations under this Section other than the irrevocable payment obligation, or any defense of any kind or nature which Borrower or Guarantor now has or hereafter may have against Lender, shall be available hereunder to Guarantor against Lender. Guarantor acknowledges that Lender may agree that it shall not in full any foreclosure proceeding in respect of all Guaranteed Obligationsor any portion of the Premises seek or obtain a deficiency judgment against Borrower, and that the obligations of Guarantor shall in no way be diminished or otherwise affected by the failure to seek or obtain a deficiency judgment. Notwithstanding any contrary provisions hereof, Guarantor does not waive the benefits of statutes of limitations or repose, nor the benefits of Section 51.003-51.005 of the Texas Property Code.

Guaranty Unconditional. The obligations of the Guarantors Company under this Article IX shall be unconditional and absolute and, without limiting the generality of the foregoing foregoing, shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the following: (a) any extension, renewal, settlement, compromise, waiver or release in respect to the any Company Guaranteed Obligations Obligation under any agreement or instrument, by operation of law or otherwise; (b) any modification or amendment of or supplement to this Agreement, any Note, any other Loan Document, or any agreement or instrument evidencing or relating to any Company Guaranteed Obligation; (c) any release, non-perfection or invalidity of any direct or indirect security for the any Company Guaranteed Obligations Obligation under any agreement or instrument evidencing or relating to any Company Guaranteed ObligationsObligation; (d) any change in the corporate existence, structure or ownership of any Loan Credit Party or other Subsidiary or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Credit Party or other Subsidiary or its assets or any resulting release or discharge of any obligation of any Loan Credit Party or other Subsidiary contained in any agreement or instrument evidencing or relating to any of the Company Guaranteed ObligationsObligation; (e) the existence of any claim, set-off or other rights that any Loan Party which the Company may have at any time against any other Loan Credit Party, the Global Agent, any Lender, any Affiliate of the any Lender or any other Personperson, whether in connection herewith or any unrelated transactions; (f) any invalidity or unenforceability relating to or against any other Loan Credit Party for any reason of any agreement or instrument evidencing or relating to any of the Company Guaranteed ObligationsObligation, or any provision of applicable law or regulation purporting to prohibit the payment by any Loan Credit Party of any of the Company Guaranteed Obligations; or (g) any other act or omission of any kind by any other Loan Credit Party, the Global Agent, any Lender or any other Person or any other circumstance whatsoever that which might, but for the provisions of this Article, constitute a legal or equitable discharge of any Guarantora Subsidiary’s obligations under the Domestic Credit Party Guaranty or the Company’s obligations under this Section Article other than the irrevocable payment in full of all Company Guaranteed Obligations.

Guaranty Unconditional. The obligations of the Guarantors under this Article IX Company hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing foregoing, shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the followingby: (ai) any extension, renewal, settlement, compromise, waiver or release in respect to of any obligation of any Borrowing Subsidiary under this Agreement, any Note or any Letter of Credit Reimbursement Agreement or the Guaranteed Obligations under exchange, release or non-perfection of any agreement or instrument, by operation of law or otherwisecollateral security therefor; (bii) any modification or amendment of or supplement to this Agreement, any Note, any other Loan Document, Note or any agreement or instrument evidencing or relating to any Guaranteed ObligationLetter of Credit Reimbursement Agreement; (c) any release, non-perfection or invalidity of any direct or indirect security for the Guaranteed Obligations under any agreement or instrument evidencing or relating to any Guaranteed Obligations; (diii) any change in the corporate existence, structure or ownership of any Loan Party or other Subsidiary Borrowing Subsidiary, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Party or other Borrowing Subsidiary or its assets or any resulting release or discharge of any obligation of any Loan Party or other Subsidiary contained in any agreement or instrument evidencing or relating to any of the Guaranteed Obligationsassets; (eiv) the existence of any claim, set-off or other rights that any Loan Party which the Company may have at any time against any other Loan PartyBorrowing Subsidiary, the LenderAgent, any Affiliate of the Lender Bank, any Issuing Bank or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (fv) any invalidity or unenforceability relating to or against any other Loan Party Borrowing Subsidiary for any reason of any agreement provision or instrument evidencing all of this Agreement, any Note or relating to any Letter of the Guaranteed ObligationsCredit Reimbursement Agreement, or any provision of applicable law or regulation purporting to prohibit the payment by any Loan Party of any Borrowing Subsidiary of the Guaranteed Obligationsprincipal of or interest on any Advance or any other amount payable by it under this Agreement; or (gvi) any other act or omission to act or delay of any kind by any other Loan PartyBorrowing Subsidiary, the Lender Agent, any Bank, any Issuing Bank or any other Person or any other circumstance whatsoever that which might, but for the provisions of this Articleparagraph, constitute a legal or equitable discharge of any Guarantorthe Company’s obligations hereunder or a Borrowing Subsidiary’s obligations under this Section other than the irrevocable payment in full of all Guaranteed ObligationsAgreement.

Guaranty Unconditional. The obligations of the Guarantors Borrower under this Article IX shall be irrevocable, unconditional and absolute and, without limiting the generality of the foregoing shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the following: (a) any extension, renewal, settlement, compromise, waiver or release in respect to the Borrower Guaranteed Obligations under any agreement or instrument, by operation of law or otherwise; (b) any modification or amendment of or supplement to this Agreement, any Note, any other Loan Document, or any agreement or instrument evidencing or relating to any the Borrower Guaranteed ObligationObligations; (c) any release, non-perfection or invalidity of any direct or indirect security for the Borrower Guaranteed Obligations under any agreement or instrument evidencing or relating to any of the Borrower Guaranteed Obligations; (d) any change in the corporate existence, structure or ownership of any Loan Party or other Subsidiary or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Party or other Subsidiary or its assets or any resulting release or discharge of any obligation of any Loan Party or other Subsidiary contained in any agreement or instrument evidencing or relating to any of the Borrower Guaranteed Obligations; (e) the existence of any claim, set-off or other rights that any Loan Party which the Borrower may have at any time against any other Loan Party, the Administrative Agent, any Lender, any Affiliate of the any Lender or any other Person, whether in connection herewith or any unrelated transactions; (f) any invalidity or unenforceability relating to or against any other Loan Party for any reason of any agreement or instrument evidencing or relating to any of the Borrower Guaranteed Obligations, or any provision of applicable law or regulation purporting to prohibit the payment by any Loan Party of any of the Borrower Guaranteed Obligations, or any decree or order prohibiting any Loan Party from paying, or releasing or discharging the obligation of any Loan Party to pay, any of the Borrower Guaranteed Obligations; or (g) any other act or omission of any kind by any other Loan Party, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever that which might, but for the provisions of this Article, constitute a legal or equitable discharge of any Guarantorthe Borrower’s obligations under this Section Section, all of which the Borrower hereby unconditionally waives to the fullest extent permitted by law, other than the irrevocable payment in full of all Borrower Guaranteed ObligationsObligations (other than amounts in respect of indemnification, expense reimbursement, tax gross-up or contingent obligations, in each case that are owing and with respect to which no claim has been made).

Guaranty Unconditional. The obligations of the Guarantors under this Article IX Guaranteed Obligations shall be unconditional and absolute and, without limiting the generality of the foregoing foregoing, shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the followingby: (a) any extension, renewal, settlement, compromise, waiver or release in respect to of any obligations of any Loan Party under the Guaranteed Obligations Financing Documents and/or any Commitments under any agreement or instrumentthe Financing Documents, by operation of law or otherwiseotherwise (other than with respect to any such extension, renewal, settlement, compromise, waiver or release agreed in accordance with the terms hereunder as expressly applying to the Guaranteed Obligations); (b) any modification or amendment of or supplement to this Agreement, any Note, Agreement or any other Loan Document, or any agreement or instrument evidencing or relating Financing Document (other than with respect to any modification, amendment or supplement agreed in accordance with the terms hereunder as expressly applying to the Guaranteed ObligationObligations); (c) any release, impairment, non-perfection or invalidity of any direct or indirect security for the Guaranteed Obligations under any agreement or instrument evidencing or relating to any Guaranteed ObligationsCollateral; (d) any change in the corporate existence, structure or ownership of any Loan Party or any other Subsidiary Person, or any insolvencyevent of the type described in Sections 5.01, bankruptcy, reorganization 6.01 or other similar proceeding affecting any Loan Party or other Subsidiary or its assets or any resulting release or discharge of any obligation of any Loan Party or other Subsidiary contained in any agreement or instrument evidencing or relating 6.07 with respect to any of the Guaranteed ObligationsPerson; (e) the existence of any claim, set-off or other rights that any Loan Party the Guarantors may have at any time against any other Loan Party, the Lender, any Affiliate of the Lender Secured Party or any other Person, whether in connection herewith or with any unrelated transactions; (f) any invalidity or unenforceability relating to or against any other Loan Party for any reason of any agreement or instrument evidencing or relating to any of the Guaranteed ObligationsFinancing Document, or any provision of applicable law or regulation Applicable Law purporting to prohibit the payment performance by any Loan Party of any of its obligations under the Financing Documents (other than any such invalidity or unenforceability with respect solely to the Guaranteed Obligations); (g) the failure of any Material Project Counterparty to make payments owed to any Loan Party; or (gh) any other act or omission to act or delay of any kind by any other Loan Party, the Lender any Secured Party or any other Person or any other circumstance whatsoever that might, but for the provisions of this ArticleSection 9.02, constitute a legal or equitable discharge of the obligations of any Guarantor’s obligations Loan Party under this Section other than the irrevocable payment in full of all Guaranteed ObligationsFinancing Documents.

Guaranty Unconditional. The obligations of the Guarantors Borrower under this Article IX shall be unconditional and absolute and, without limiting the generality of the foregoing shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the following: (a) any extension, renewal, settlement, compromise, waiver or release in respect to the Borrower Guaranteed Obligations under any agreement or instrument, by operation of law or otherwise; (b) any modification or amendment of or supplement to this Agreement, any Note, any other Loan Credit Document, or any agreement or instrument evidencing or relating to any Company Guaranteed Obligation; (c) any release, non-perfection or invalidity of any direct or indirect security for the Borrower Guaranteed Obligations under any agreement or instrument evidencing or relating to any Borrower Guaranteed Obligations; (d) any change in the corporate existence, structure or ownership of any Loan Credit Party or other Subsidiary or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Credit Party or other Subsidiary or its assets or any resulting release or discharge of any obligation of any Loan Credit Party or other Subsidiary contained in any agreement or instrument evidencing or relating to any of the Borrower Guaranteed Obligations; (e) the existence of any claim, set-off or other rights that any Loan Party which the Borrower may have at any time against any other Loan Credit Party, the Administrative Agent, any Lender, any Affiliate of the any Lender or any other Personperson, whether in connection herewith or any unrelated transactions; (f) any invalidity or unenforceability relating to or against any other Loan Credit Party for any reason of any agreement or instrument evidencing or relating to any of the Borrower Guaranteed Obligations, or any provision of applicable law or regulation purporting to prohibit the payment by any Loan Credit Party of any of the Borrower Guaranteed Obligations; or (g) any other act or omission of any kind by any other Loan Credit Party, the Administrative Agent, any Lender or any other Person person or any other circumstance whatsoever that which might, but for the provisions of this Article, constitute a legal or equitable discharge of any Guarantorthe Borrower’s obligations under this Section other than the irrevocable payment in full of all Borrower Guaranteed Obligations.

Guaranty Unconditional. The obligations of the Guarantors under this Article IX Guaranteed Obligations shall be unconditional and absolute and, without limiting the generality of the foregoing foregoing, shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the followingby: (a) 8.2.1. any extension, renewal, settlement, compromise, waiver or release in respect to of any obligations of any Loan Party under the Guaranteed Obligations Financing Documents and/or any Commitments under any agreement or instrumentthe Financing Documents, by operation of law or otherwiseotherwise (other than with respect to any such extension, renewal, settlement, compromise, waiver or release agreed in accordance with the terms hereunder as expressly applying to the Guaranteed Obligations); (b) 8.2.2. any modification or amendment of or supplement to this Agreement, any Note, Agreement or any other Loan Document, or any agreement or instrument evidencing or relating Financing Document (other than with respect to any modification, amendment or supplement agreed in accordance with the terms hereunder as expressly applying to the Guaranteed ObligationObligations); (c) 8.2.3. any release, impairment, non-perfection or invalidity of any direct or indirect security for the Guaranteed Obligations under any agreement or instrument evidencing or relating to any Guaranteed ObligationsCollateral; (d) 8.2.4. any change in the corporate existence, structure or ownership of any Loan Party or any other Subsidiary Person, or any insolvencyevent of the type described in Sections 5.01, bankruptcy, reorganization 6.01 or other similar proceeding affecting any Loan Party or other Subsidiary or its assets or any resulting release or discharge of any obligation of any Loan Party or other Subsidiary contained in any agreement or instrument evidencing or relating 6.07 with respect to any of the Guaranteed ObligationsPerson; (e) 8.2.5. the existence of any claim, set-off or other rights that any Loan Party the Guarantors may have at any time against any other Loan Party, the Lender, any Affiliate of the Lender Secured Party or any other Person, whether in connection herewith or with any unrelated transactions; (f) 8.2.6. any invalidity or unenforceability relating to or against any other Loan Party for any reason of any agreement or instrument evidencing or relating to any of the Guaranteed ObligationsFinancing Document, or any provision of applicable law or regulation Applicable Law purporting to prohibit the payment performance by any Loan Party of any of its obligations under the Financing Documents (other than any such invalidity or unenforceability with respect solely to the Guaranteed Obligations); 8.2.7. the failure of any Material Project Counterparty to make payments owed to any Loan Party; or (g) 8.2.8. any other act or omission to act or delay of any kind by any other Loan Party, the Lender any Secured Party or any other Person or any other circumstance whatsoever that might, but for the provisions of this ArticleSection 9.02, constitute a legal or equitable discharge of the obligations of any Guarantor’s obligations Loan Party under this Section other than the irrevocable payment in full of all Guaranteed Obligations.Financing Documents. US-DOCS\150507763.9 Bakersfield Refinery – Senior Credit Agreement |US-DOCS\150507763.15||

Guaranty Unconditional. The obligations of the Guarantors Borrower under this Article IX Section 2.15 shall be unconditional and absolute and, without limiting the generality of the foregoing shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the following: (ai) any extension, renewal, settlement, compromise, waiver or release in respect to the Borrower Guaranteed Obligations under any agreement or instrument, by operation of law or otherwise; (bii) any modification or amendment of or supplement to this Agreement, any Note, any other Loan Document, or any agreement or instrument evidencing or relating to any Borrower Guaranteed Obligation; (ciii) any release, non-perfection or invalidity of any direct or indirect security for the Borrower Guaranteed Obligations under any agreement or instrument evidencing or relating to any Borrower Guaranteed Obligations; (div) any change in the corporate existence, structure or ownership of any Loan Credit Party or other Restricted Subsidiary or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Credit Party or other Restricted Subsidiary or its assets or any resulting release or discharge of any obligation of any Loan Credit Party or other Restricted Subsidiary contained in any agreement or instrument evidencing or relating to any of the Borrower Guaranteed Obligations; (ev) the existence of any claim, set-off or other rights that any Loan Party which the Borrower may have at any time against any other Loan Credit Party, the Administrative Agent, any Lender, any Affiliate of the any Lender or any other Person, whether in connection herewith or any unrelated transactions; (fvi) any invalidity or unenforceability relating to or against any other Loan Credit Party for any reason of any agreement or instrument evidencing or relating to any of the Borrower Guaranteed Obligations, or any provision of applicable law or regulation purporting to prohibit the payment by any Loan Credit Party of any of the Borrower Guaranteed Obligations; or (gvii) any other act or omission of any kind by any other Loan Credit Party, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever that which might, but for the provisions of this ArticleSection 2.15, constitute a legal or equitable discharge of any Guarantorthe Borrower’s obligations under this Section other than the irrevocable payment in full of all Borrower Guaranteed ObligationsObligations (other than contingent obligations not yet accrued and payable and obligations and liabilities under Designated Hedge Agreements, Bank Product Obligations and Letters of Credit which have been, in each case, backstopped or Cash Collateralized in an amount equal to 103% of the aggregate LC Outstandings of all Lenders).

Guaranty Unconditional. The obligations of the Guarantors under this Article IX shall be each Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing shall foregoing, will not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the followingby: (a) any extension, renewal, settlement, compromise, waiver or release in respect to of any obligation of the Guaranteed Obligations Issuer under this Indenture or any agreement or instrumentNote, by operation of law or otherwise; (b) any modification or amendment of or supplement to this Agreement, Indenture or any Note, any other Loan Document, or any agreement or instrument evidencing or relating to any Guaranteed Obligation; (c) any release, non-perfection or invalidity of any direct or indirect security for the Guaranteed Obligations under any agreement or instrument evidencing or relating to any Guaranteed Obligations; (d) any change in the corporate existence, structure or ownership of any Loan Party or other Subsidiary the Issuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Party or other Subsidiary the Issuer or its assets or any resulting release or discharge of any obligation of any Loan Party or other Subsidiary the Issuer contained in this Indenture or any agreement or instrument evidencing or relating to any of the Guaranteed ObligationsNote; (ed) the existence of any claim, set-off or other rights that any Loan Party which the Guarantor may have at any time against any other Loan Partythe Issuer, the Lender, any Affiliate of the Lender Trustee or any other Person, whether in connection herewith with this Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (fe) any invalidity or unenforceability relating to or against any other Loan Party the Issuer for any reason of this Indenture or any agreement or instrument evidencing or relating to any of the Guaranteed ObligationsNote, or any provision of applicable law or regulation purporting to prohibit the payment by any Loan Party of any the Issuer of the Guaranteed Obligationsprincipal of or interest on any Note or any other amount payable by the Issuer under this Indenture; or (gf) any other act or omission to act or delay of any kind by any other Loan Partythe Issuer, the Lender Trustee or any other Person or any other circumstance whatsoever that which might, but for the provisions of this ArticleSection, constitute a legal or equitable discharge of any or defense to such Guarantor’s obligations under this Section other than the irrevocable payment in full of all Guaranteed Obligationshereunder.

Guaranty Unconditional. The obligations of the Guarantors under this Article IX Toro hereunder are a guaranty of payment and not of collection, and shall be unconditional and absolute and, without limiting the generality of the foregoing foregoing, shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the followingby: (a) any extension, renewal, settlement, compromise, waiver or release in respect to the Guaranteed Obligations of any obligation of any Subsidiary Borrower under this Agreement or any agreement or instrumentNote, by operation of law or otherwise; (b) any modification or amendment of or supplement to this Agreement, Agreement or any Note, any other Loan Document, or any agreement or instrument evidencing or relating to any Guaranteed Obligation; (c) any release, non-perfection or invalidity of any direct or indirect security for the Guaranteed Obligations any obligation of any Subsidiary Borrower under this Agreement or any agreement or instrument evidencing or relating to any Guaranteed ObligationsNote; (d) any change in the corporate existence, structure or ownership of any Loan Party or other Subsidiary Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Party or other such Subsidiary Borrower or its assets or any resulting release or discharge of any obligation of any Loan Party or other such Subsidiary Borrower contained in this Agreement or any agreement or instrument evidencing or relating to any of the Guaranteed ObligationsNote; (e) the existence of any claim, set-off or other rights that any Loan Party which Toro may have at any time against any other Loan Party, the LenderSubsidiary Borrower, any Affiliate of the Administrative Agent, any Lender or any other Personcorporation or person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (f) any invalidity or unenforceability relating to or against any other Loan Party Subsidiary Borrower for any reason of this Agreement or any agreement or instrument evidencing or relating to any of the Guaranteed ObligationsNote, or any provision of applicable law or regulation purporting to prohibit the payment by any Loan Party of any Subsidiary Borrower of the Guaranteed Obligationsprincipal of or interest on any Note or any other amount payable by it under this Agreement; or (g) any other act or omission to act or delay of any kind by any other Loan PartySubsidiary Borrower, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever that which might, but for the provisions of this Articleparagraph, constitute a legal or equitable discharge of any GuarantorToro’s obligations hereunder. The obligations of Toro under this Section other than Article X are independent of the irrevocable payment obligation of any Subsidiary Borrower pursuant to this Agreement or any Note issued by such Subsidiary Borrower and a separate action or actions may be brought and prosecuted against Toro to enforce the provisions of this Article X irrespective of whether any action is brought against any Subsidiary Borrower or whether any Subsidiary Borrower is joined in full of all Guaranteed Obligationsany such action or actions.

Guaranty Unconditional. The obligations of the Guarantors Company under this Article IX Section 11 [Guaranty] shall be unconditional and absolute and, without limiting the generality of the foregoing foregoing, shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the following: (a) 11.3.1 any extension, renewal, settlement, compromise, waiver or release in respect to the any Company Guaranteed Obligations Obligation under any agreement or instrument, by operation of law or otherwise; (b) 11.3.2 any modification or amendment of or supplement to this Agreement, any Note, any other Loan Document, or any agreement or instrument evidencing or relating to any Company Guaranteed Obligation; (c) 11.3.3 any release, non-perfection or invalidity of any direct or indirect security for the any Company Guaranteed Obligations Obligation under any agreement or instrument evidencing or relating to any Company Guaranteed ObligationsObligation; (d) 11.3.4 any change in the corporate or limited liability company existence, structure or ownership of any Loan Party Borrower or other Consolidated Subsidiary or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Party Borrower or other Consolidated Subsidiary or its assets or any resulting release or discharge of any obligation of any Loan Party Borrower or other Consolidated Subsidiary contained in any agreement or instrument evidencing or relating to any of the Company Guaranteed ObligationsObligation; (e) 11.3.5 the existence of any claim, set-off or other rights that any Loan Party which the Company may have at any time against any other Loan PartyBorrower, the Administrative Agent, any Lender, any Affiliate of the any Lender or any other Personperson, whether in connection herewith or any unrelated transactions; (f) 11.3.6 any invalidity or unenforceability relating to or against any other Loan Party Borrower for any reason of any agreement or instrument evidencing or relating to any of the Company Guaranteed ObligationsObligation, or any provision of applicable law or regulation purporting to prohibit the payment by any Loan Party Borrower of any of the Company Guaranteed Obligations; or (g) 11.3.7 any other act or omission of any kind by any other Loan PartyBorrower, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever that which might, but for the provisions of this ArticleSection, constitute a legal or equitable discharge of any Guarantorthe Company’s obligations under this Section other than the irrevocable payment in full of all Company Guaranteed ObligationsObligations and the termination of the Commitments hereunder.

Guaranty Unconditional. The obligations of the Guarantors under this Article IX Company hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing foregoing, shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the followingby: (ai) any extension, renewal, settlement, compromise, waiver or release in respect to the Guaranteed Obligations of any obligation of any Eligible Subsidiary under this Agreement or any agreement or instrumentNote, by operation of law or otherwise; (bii) any modification or amendment of or supplement to this Agreement, Agreement or any Note, any other Loan Document, or any agreement or instrument evidencing or relating to any Guaranteed Obligation; (ciii) any release, impairment, non-perfection or invalidity of any direct or indirect security for the Guaranteed Obligations any obligation of any Eligible Subsidiary under this Agreement or any agreement or instrument evidencing or relating to any Guaranteed ObligationsNote; (div) any change in the corporate existence, structure or ownership of any Loan Party or other Subsidiary Eligible Subsidiary, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Party or other Eligible Subsidiary or its assets or any resulting release or discharge of any obligation of any Loan Party or other Eligible Subsidiary contained in this Agreement or any agreement or instrument evidencing or relating to any of the Guaranteed ObligationsNote; (ev) the existence of any claim, set-off or other rights that any Loan Party which the Company may have at any time against any other Loan PartyEligible Subsidiary, the Lendereither Agent, any Affiliate of the Lender or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (fvi) any invalidity or unenforceability relating to or against any other Loan Party Eligible Subsidiary for any reason of this Agreement or any agreement or instrument evidencing or relating to any of the Guaranteed ObligationsNote, or any provision of applicable law or regulation purporting to prohibit the payment by any Loan Party of any Eligible Subsidiary of the Guaranteed Obligationsprincipal of or interest on any Note or any other amount payable by it under this Agreement; or (gvii) any other act or omission to act or delay of any kind by any other Loan PartyEligible Subsidiary, the either Agent, any Lender or any other Person or any other circumstance whatsoever that which might, but for the provisions of this Articleparagraph, constitute a legal or equitable discharge of any Guarantor’s or defense to the Company's obligations under this Section other than the irrevocable payment in full of all Guaranteed Obligationshereunder.

Guaranty Unconditional. The obligations of the Guarantors under this Article IX shall be unconditional Guarantor hereunder are continuing, absolute and absolute andunconditional, without irrespective of any circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a guarantor or surety. Without limiting the generality of the foregoing foregoing, the obligations of Guarantor hereunder shall remain in full force and effect without regard to, and shall not be released, discharged or otherwise in any way affected by the occurrence, one or more times, of any of the followingby: (a) any extensionamendment, renewal, settlement, compromise, waiver modification or release in respect supplement to the Guaranteed Obligations under Mortgage, the Note or any agreement or instrument, by operation of law or otherwiseother Loan Document; (b) any modification exercise or amendment nonexercise of or supplement to delay in exercising any right, remedy, power or privilege under or in respect of this AgreementGuaranty, any Notethe Mortgage, the Note or any other Loan DocumentDocument (even if any such right, remedy, power or privilege shall be lost thereby), or any agreement waiver, consent, indulgence or instrument evidencing other action or relating to any Guaranteed Obligation;inaction in respect thereof, (c) any releasebankruptcy, non-perfection or invalidity of any direct or indirect security reorganization, insolvency, arrangement, composition, assignment for the Guaranteed Obligations under benefit of creditors or similar proceeding commenced by or against Borrower or Guarantor or any agreement discharge, limitation, modification or instrument evidencing release of liability of the Borrower or relating to any Guaranteed ObligationsGuarantor by virtue of such proceedings; (d) any change in the corporate existencefailure to perfect or continue perfection of, structure or ownership of any Loan Party or other Subsidiary or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Party or other Subsidiary or its assets or any resulting release or discharge waiver of, any rights given to Lender in Borrower's Premises as security for the performance of any obligation of any Loan Party or other Subsidiary contained in any agreement or instrument evidencing or relating to any of the Guaranteed Obligations; (e) the existence any extension of any claim, set-off time for payment or other rights that any Loan Party may have at any time against any other Loan Party, the Lender, any Affiliate of the Lender or any other Person, whether in connection herewith or any unrelated transactions; (f) any invalidity or unenforceability relating to or against any other Loan Party for any reason of any agreement or instrument evidencing or relating to any of the Guaranteed Obligations, or any provision of applicable law or regulation purporting to prohibit the payment by any Loan Party performance of any of the Guaranteed Obligations; or; (f) the genuineness, validity or enforceability of the Loan Documents; (g) any other act limitation of liability of Borrower, or omission of any kind or all of the holders of ownership interests in Borrower, contained in any Loan Document; (h) any defense that may arise by reason of the failure of Lender to file or enforce a claim against the estate of Borrower in any bankruptcy or other proceeding; (i) any voluntary or involuntary liquidation, dissolution, sale of all or substantially all of the property of, or any marshaling of assets and liabilities or other similar proceeding affecting, Borrower or Guarantor or any of its respective assets; (j) the release of Borrower, or Guarantor, from performance or observance of any of the agreements, covenants, terms or conditions contained in the Loan Documents by operation of law; (k) the failure of Lender to keep Guarantor advised of Borrower's financial condition, regardless of the existence of any duty to do so but not in any way implying any obligation contractual or otherwise to do so; (l) any sale or other transfer of Borrower's Premises or any part thereof or any foreclosure by Lender on Borrower's Premises or any part thereof; (m) any counterclaim, recoupment, set-off, reduction or defense used in any claim Guarantor may assert or now or hereafter have against the Lender, the Borrower or Guarantor; or (n) any other Loan Party, the Lender or any other Person or any other circumstance whatsoever that might, but for the provisions of this Article, circumstances which might otherwise constitute a legal or equitable discharge of a guarantor or surety. No set-off, claim, reduction or diminution of any Guarantor’s obligations under this Section other than the irrevocable payment obligation, or any defense of any kind or nature which Borrower or Guarantor now has or hereafter may have against Lender, shall be available hereunder to Guarantor against Lender. Guarantor acknowledges that Lender may agree that it shall not in full any foreclosure proceeding in respect of all Guaranteed Obligationsor any portion of Borrower's Premises seek or obtain a deficiency judgment against Borrower, and that the obligations of Guarantor shall in no way be diminished or otherwise affected by the failure to seek or obtain a deficiency judgment.

Guaranty Unconditional. The obligations of the Guarantors each Account Party under this Article IX VII shall be unconditional unconditional, absolute and absolute irrevocable and, without limiting the generality of the foregoing foregoing, shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the followingby: (ai) any extension, renewal, settlement, compromise, waiver or release (including with respect to any Collateral) in respect to the Guaranteed Obligations of any obligation of any other obligor under any agreement or instrumentof the Loan Documents, by operation of law or otherwise; (bii) any modification or amendment of or supplement to this Agreement, any Note, any other of the Loan Document, or any agreement or instrument evidencing or relating to any Guaranteed ObligationDocuments; (ciii) any release, non-perfection or invalidity of any direct or indirect security for the Guaranteed Obligations any obligation of any other obligor under any agreement or instrument evidencing or relating to any Guaranteed Obligationsof the Loan Documents; (div) any change in the corporate existence, structure or ownership of any Loan Party or other Subsidiary obligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Party or other Subsidiary obligor or its assets or any resulting release or discharge of any obligation of any Loan Party or other Subsidiary obligor contained in any agreement or instrument evidencing or relating to any of the Guaranteed ObligationsLoan Documents; (ev) the existence of any claim, set-off or other rights that which any Loan Party obligor may have at any time against any other Loan Partyobligor, the LenderAdministrative Agent, any Affiliate of the Lender Bank or any other Personcorporation or person, whether in connection herewith with any of the Loan Documents or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (fvi) any invalidity or unenforceability relating to or against any other Loan Party obligor for any reason of any agreement or instrument evidencing or relating to any of the Guaranteed ObligationsLoan Documents, or any provision of applicable law or regulation purporting to prohibit the payment by any Loan Party other obligor of principal interest or any other amount payable under any of the Guaranteed ObligationsLoan Documents; or (gvii) any other act or omission to act or delay of any kind by any other Loan Partyobligor, the Lender Administrative Agent, any Bank or any other Person corporation or person or any other circumstance whatsoever that which might, but for the provisions of this Articleparagraph, constitute a legal or equitable discharge of any Guarantor’s or defense to an Account Party's obligations under this Section other than the irrevocable payment in full of all Guaranteed ObligationsArticle VII.

Guaranty Unconditional. The obligations of the Guarantors Borrower under this Article IX X shall be unconditional and absolute and, without limiting the generality of the foregoing shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the following: (a) any extension, renewal, settlement, compromise, waiver or release in respect to the Borrower Guaranteed Obligations under any agreement or instrument, by operation of law or otherwise; (b) any modification or amendment of or supplement to this Agreement, any Note, any other Loan Document, any Designated Hedge Agreement, or any agreement or instrument evidencing or relating to any Borrower Guaranteed Obligation; (c) any release, non-perfection or invalidity of any direct or indirect security for the Borrower Guaranteed Obligations under any agreement or instrument evidencing or relating to any Borrower Guaranteed Obligations; (d) any change in the corporate existence, structure or ownership of any Loan Credit Party or other Subsidiary or any insolvency, bankruptcy, reorganization or other similar proceeding (including any Debtor Relief Law) affecting any Loan Credit Party or other Subsidiary or its assets or any resulting release or discharge of any obligation of any Loan Credit Party or other Subsidiary contained in any agreement or instrument evidencing or relating to any of the Borrower Guaranteed Obligations; (e) the existence of any claim, set-off or other rights that any Loan Party the Borrower may have at any time against any other Loan Credit Party, the Administrative Agent, any Lender, any Affiliate of the Lender any Lender, any Designated Hedge Creditor or any other Person, whether in connection herewith or any unrelated transactions; (f) any invalidity or unenforceability relating to or against any other Loan Credit Party for any reason of any agreement or instrument evidencing or relating to any of the Borrower Guaranteed Obligations, or any provision of applicable law or regulation purporting to prohibit the payment by any Loan Credit Party of any of the Borrower Guaranteed Obligations; or (g) any other act or omission of any kind by any other Loan Credit Party, the Lender Administrative Agent, any Lender, any Designated Hedge Creditor or any other Person or any other circumstance whatsoever that might, but for the provisions of this Article, constitute a legal or equitable discharge of any Guarantorthe Borrower’s obligations under this Section other than the irrevocable payment in full of all Borrower Guaranteed Obligations.

Guaranty Unconditional. The obligations of the Guarantors Borrower under this Article IX shall be unconditional and absolute and, without limiting the generality of the foregoing shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the following: (a) any extension, renewal, settlement, compromise, waiver or release in respect to the Borrower Guaranteed Obligations under any agreement or instrument, by operation of law or otherwise; (b) any modification or amendment of or supplement to this Agreement, any Note, any other Loan Document, or any agreement or instrument evidencing or relating to any Company Guaranteed Obligation; (c) any release, non-perfection or invalidity of any direct or indirect security for the Borrower Guaranteed Obligations under any agreement or instrument evidencing or relating to any Borrower Guaranteed Obligations; (d) any change in the corporate existence, structure or ownership of any Loan Credit Party or other Subsidiary or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Credit Party or other Subsidiary or its assets or any resulting release or discharge of any obligation of any Loan Credit Party or other Subsidiary contained in any agreement or instrument evidencing or relating to any of the Borrower Guaranteed Obligations; (e) the existence of any claim, set-off or other rights that any Loan Party which the Borrower may have at any time against any other Loan Credit Party, the Administrative Agent, any Lender, any Affiliate of the any Lender or any other Person, whether in connection herewith or any unrelated transactions; (f) any invalidity or unenforceability relating to or against any other Loan Credit Party for any reason of any agreement or instrument evidencing or relating to any of the Borrower Guaranteed Obligations, or any provision of applicable law or regulation purporting to prohibit the payment by any Loan Credit Party of any of the Borrower Guaranteed Obligations; or (g) any other act or omission of any kind by any other Loan Credit Party, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever that which might, but for the provisions of this Article, constitute a legal or equitable discharge of any Guarantorthe Borrower’s obligations under this Section other than the irrevocable payment in full of all Borrower Guaranteed Obligations.

Guaranty Unconditional. The obligations of the Guarantors under this Article IX Guaranteed Obligations shall be unconditional and absolute and, without limiting the generality of the foregoing foregoing, shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the followingby: (a) any extension, renewal, settlement, compromise, waiver or release in respect to of any obligations of any Loan Party under the Guaranteed Obligations Loan Documents and/or any Commitments under any agreement or instrumentthe Loan Documents, by operation of law or otherwiseotherwise (other than with respect to any such extension, renewal, settlement, compromise, waiver or release agreed in accordance with the terms hereunder as expressly applying to the Guaranteed Obligations); (b) any modification or amendment of or supplement to this Agreement, any Note, Agreement or any other Loan Document, or any agreement or instrument evidencing or relating Document (other than with respect to any modification, amendment or supplement agreed in accordance with the terms hereunder as expressly applying to the Guaranteed ObligationObligations); (c) any release, impairment, non-perfection or invalidity of any direct or indirect security for the Guaranteed Obligations under any agreement or instrument evidencing or relating to any Guaranteed ObligationsCollateral; (d) any change in the corporate existence, structure or ownership of any Loan Party or any other Subsidiary Person, or any insolvencyevent of the type described in Sections 3.01, bankruptcy, reorganization 6.03 or other similar proceeding affecting any Loan Party or other Subsidiary or its assets or any resulting release or discharge of any obligation of any Loan Party or other Subsidiary contained in any agreement or instrument evidencing or relating 6.06 with respect to any of the Guaranteed ObligationsPerson; (e) the existence of any claim, set-off or other rights that any Loan Party the Guarantors may have at any time against any other Loan Party, the Lender, any Affiliate of the Lender Secured Party or any other Person, whether in connection herewith or with any unrelated transactions; (f) any invalidity or unenforceability relating to or against any other Loan Party for any reason of any agreement or instrument evidencing or relating to any of the Guaranteed ObligationsLoan Document, or any provision of applicable law or regulation Applicable Law purporting to prohibit the payment performance by any Loan Party of any of its obligations under the Loan Documents (other than any such invalidity or unenforceability with respect solely to the Guaranteed Obligations); (g) the failure of any Material Contract Counterparty to make payments owed to any Loan Party; or (gh) any other act or omission to act or delay of any kind by any other Loan Party, the Lender any Secured Party or any other Person or any other circumstance whatsoever that might, but for the provisions of this ArticleSection 9.02, constitute a legal or equitable discharge of the obligations of any Guarantor’s obligations Loan Party under this Section other than the irrevocable payment in full of all Guaranteed ObligationsLoan Documents.

Guaranty Unconditional. The obligations of the Guarantors Borrower under this Article IX shall be irrevocable, unconditional and absolute and, without limiting the generality of the foregoing shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the following: (a) any extension, renewal, settlement, compromise, waiver or release in respect to the Borrower Guaranteed Obligations under any agreement or instrument, by operation of law or otherwise; (b) any modification or amendment of or supplement to this Agreement, any Note, any other Loan Document, or any agreement or instrument evidencing or relating to any the Borrower Guaranteed ObligationObligations; (c) any release, non-perfection or invalidity of any direct or indirect security for the Borrower Guaranteed Obligations under any agreement or instrument evidencing or relating to any of the Borrower Guaranteed Obligations; (d) any change in the corporate existence, structure or ownership of any Loan Credit Party or other Subsidiary or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Credit Party or other Subsidiary or its assets or any resulting release or discharge of any obligation of any Loan Credit Party or other Subsidiary contained in any agreement or instrument evidencing or relating to any of the Borrower Guaranteed Obligations; (e) the existence of any claim, set-off or other rights that any Loan Party which the Borrower may have at any time against any other Loan Credit Party, the Administrative Agent, any Lender, any Affiliate of the any Lender or any other Personperson, whether in connection herewith or any unrelated transactions; (f) any invalidity or unenforceability relating to or against any other Loan Credit Party for any reason of any agreement or instrument evidencing or relating to any of the Borrower Guaranteed Obligations, or any provision of applicable law or regulation purporting to prohibit the payment by any Loan Credit Party of any of the Borrower Guaranteed Obligations; or (g) any other act or omission of any kind by any other Loan Credit Party, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever that which might, but for the provisions of this Article, constitute a legal or equitable discharge of any Guarantorthe Borrower’s obligations under this Section Section, all of which the Borrower hereby unconditionally waives to the fullest extent permitted by law, other than the irrevocable payment in full of all Borrower Guaranteed Obligations.

Guaranty Unconditional. The obligations of the Guarantors Borrower under this Article IX Section 2.15 shall be unconditional and absolute and, without limiting the generality of the foregoing shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the following: (ai) any extension, renewal, settlement, compromise, waiver or release in respect to the Borrower Guaranteed Obligations under any agreement or instrument, by operation of law or otherwise; (bii) any modification or amendment of or supplement to this Agreement, any Note, any other Loan Document, or any agreement or instrument evidencing or relating to any Borrower Guaranteed Obligation; (ciii) any release, non-perfection or invalidity of any direct or indirect security for the Borrower Guaranteed Obligations under any agreement or instrument evidencing or relating to any Borrower Guaranteed Obligations; (div) any change in the corporate existence, structure or ownership of any Loan Credit Party or other Restricted Subsidiary or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Credit Party or other Restricted Subsidiary or its assets or any resulting release or discharge of any obligation of any Loan Credit Party or other Restricted Subsidiary contained in any agreement or instrument evidencing or relating to any of the Borrower Guaranteed Obligations; (ev) the existence of any claim, set-off or other rights that any Loan Party which the Borrower may have at any time against any other Loan Credit Party, the any Administrative Agent, any Lender, any Affiliate of the any Lender or any other Person, whether in connection herewith or any unrelated transactions; (fvi) any invalidity or unenforceability relating to or against any other Loan Credit Party for any reason of any agreement or instrument evidencing or relating to any of the Borrower Guaranteed Obligations, or any provision of applicable law or regulation purporting to prohibit the payment by any Loan Credit Party of any of the Borrower Guaranteed Obligations; or (gvii) any other act or omission of any kind by any other Loan Credit Party, the any Administrative Agent, any Lender or any other Person or any other circumstance whatsoever that which might, but for the provisions of this ArticleSection 2.15, constitute a legal or equitable discharge of any Guarantorthe Borrower’s obligations under this Section other than the irrevocable payment in full of all Borrower Guaranteed Obligations.

Guaranty Unconditional. The obligations of the Guarantors under this Article IX each Guarantor hereunder shall be unconditional unconditional, absolute and absolute irrevocable and, without limiting the generality of the foregoing foregoing, shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the followingby: (a) any extension, renewal, settlement, compromise, waiver or release in respect to the Guaranteed Obligations of any obligation of any other Obligor under any agreement or instrumentof the Financing Documents, by operation of law or otherwise; (b) any modification or amendment of or supplement to this Agreement, any Note, any other Loan Document, or any agreement or instrument evidencing or relating to any Guaranteed Obligationof the Financing Documents; (c) any release, non-perfection or invalidity of any direct or indirect security for the Guaranteed Obligations any obligation of any other Obligor under any agreement or instrument evidencing or relating to any Guaranteed Obligationsof the Financing Documents; (d) any change in the corporate existence, structure or ownership of any Loan Party or other Subsidiary Obligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Party or other Subsidiary Obligor or its assets or any resulting release or discharge of any obligation of any Loan Party or other Subsidiary Obligor contained in any agreement or instrument evidencing or relating to any of the Guaranteed ObligationsFinancing Documents; (e) the existence of any claim, set-off or other rights that which any Loan Party Obligor may have at any time against any other Loan PartyObligor, the LenderAdministrative Agent, any Affiliate of the Lender Bank or any other Personcorporation or person, whether in connection herewith with any of the Financing Documents or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (f) any invalidity or unenforceability relating to or against any other Loan Party Obligor for any reason of any agreement or instrument evidencing or relating to any of the Guaranteed ObligationsFinancing Documents, or any provision of applicable law or regulation purporting to prohibit the payment by any Loan Party other Obligor of the principal of or interest on any Note or any other amount payable under any of the Guaranteed ObligationsFinancing Documents; or (g) any other act or omission to act or delay of any kind by any other Loan PartyObligor, the Lender Administrative Agent, any Bank or any other Person corporation or person or any other circumstance whatsoever that which might, but for the provisions of this Articleparagraph, constitute a legal or equitable discharge of or defense to any Guarantor’s 's obligations under this Section other than the irrevocable payment in full of all Guaranteed Obligationshereunder.

Guaranty Unconditional. The obligations of the Guarantors Borrowers under this Article IX XI shall be unconditional and absolute and, without limiting the generality of the foregoing foregoing, shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the following: (a) any extension, renewal, settlement, compromise, waiver or release in respect to the Guaranteed Designated Hedge Obligations under any agreement or instrument, by operation of law or otherwise; (b) any modification or amendment of or supplement to this Agreement, any Note, any other Loan Document, or any agreement or instrument evidencing or relating to any Guaranteed Designated Hedge Obligation; (c) any release, non-perfection or invalidity of any direct or indirect security for the Guaranteed Designated Hedge Obligations under any agreement or instrument evidencing or relating to any Guaranteed ObligationsDesignated Hedge Obligation; (d) any change in the corporate existence, structure or ownership of any Loan Credit Party or other Subsidiary Company or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Credit Party or other Subsidiary Company or its assets or any resulting release or discharge of any obligation of any Loan Credit Party or other Subsidiary Company contained in any agreement or instrument evidencing or relating to any of the Guaranteed Designated Hedge Obligations; (e) the existence of any claim, set-off or other rights that any Loan Party Borrowers may have at any time against any other Loan Credit Party, the Agent, any Lender, any Affiliate affiliate of the any Lender or any other Person, whether in connection herewith or any unrelated transactions; (f) any invalidity or unenforceability relating to or against any other Loan Party Credit Party, for any reason reason, of any agreement or instrument evidencing or relating to any of the Guaranteed Designated Hedge Obligations, or any provision of applicable law or regulation purporting to prohibit the payment by any Loan Credit Party of any of the Guaranteed Designated Hedge Obligations; or (g) any other act or omission of any kind by any other Loan Credit Party, the Agent, any Lender or any other Person Person, or any other circumstance whatsoever that might, but for the provisions of this ArticleArticle XI, constitute a legal or equitable discharge of any Guarantor’s Borrowers’ obligations under this Section Article XI other than the irrevocable payment in full of all Guaranteed of the Designated Hedge Obligations.

Guaranty Unconditional. The obligations of the Guarantors Company under this Article IX shall be unconditional and absolute and, without limiting the generality of the foregoing foregoing, shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the following: (a) any extension, renewal, settlement, compromise, waiver or release in respect to the any Company Guaranteed Obligations Obligation under any agreement or instrument, by operation of law or otherwise; (b) any modification or amendment of or supplement to this Agreement, any Note, any other Loan Document, or any agreement or instrument evidencing or relating to any Company Guaranteed Obligation; (c) any release, non-perfection or invalidity of any direct or indirect security for the any Company Guaranteed Obligations Obligation under any agreement or instrument evidencing or relating to any Company Guaranteed ObligationsObligation; (d) any change in the corporate existence, structure or ownership of any Loan Credit Party or other Subsidiary or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Credit Party or other Subsidiary or its assets or any resulting release or discharge of any obligation of any Loan Credit Party or other Subsidiary contained in any agreement or instrument evidencing or relating to any of the Company Guaranteed ObligationsObligation; (e) the existence of any claim, set-off or other rights that any Loan Party which the Company may have at any time against any other Loan Credit Party, the any Agent, any Lender, any Affiliate of the any Lender or any other Personperson, whether in connection herewith or any unrelated transactions; (f) any invalidity or unenforceability relating to or against any other Loan Credit Party for any reason of any agreement or instrument evidencing or relating to any of the Company Guaranteed ObligationsObligation, or any provision of applicable law or regulation purporting to prohibit the payment by any Loan Credit Party of any of the Company Guaranteed Obligations; or (g) any other act or omission of any kind by any other Loan Credit Party, the any Agent, any Lender or any other Person or any other circumstance whatsoever that which might, but for the provisions of this Article, constitute a legal or equitable discharge of any a Guarantor’s obligations under the Guaranty or the Company’s obligations under this Section Article other than the irrevocable payment in full of all Company Guaranteed Obligations.

Guaranty Unconditional. The obligations of the Guarantors U.S. Borrower under this Article IX X shall be unconditional and absolute and, without limiting the generality of the foregoing shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the following: (a) any extension, renewal, settlement, compromise, waiver or release (other than a waiver or release of the entire amount of the U.S. Borrower Guaranteed Obligations in connection with the termination in full of the Commitments and the repayment in full of the Loans and all interest, Fees and all other Obligations incurred hereunder and under the other Loan Documents (other than contingent indemnification obligations, unasserted expense reimbursement obligations and Letters of Credit that have been Cash Collateralized or backstopped) concurrently with the termination of the Loan Documents) in respect to the U.S. Borrower Guaranteed Obligations under any agreement or instrument, by operation of law or otherwise; (b) any modification or amendment of or supplement to this Agreement, any Note, any other Loan Document, or any agreement or instrument evidencing or relating to any Borrower Guaranteed Obligation; (c) any release, non-perfection or invalidity of any direct or indirect security for the U.S. Borrower Guaranteed Obligations under any agreement or instrument evidencing or relating to any U.S. Borrower Guaranteed Obligations; (d) any change in the corporate existence, structure or ownership of any Loan Credit Party or other Subsidiary or any insolvency, bankruptcy, reorganization or other similar proceeding (including under any Debtor Relief Law) affecting any Loan Credit Party or other Subsidiary or its assets or any resulting release or discharge of any obligation of any Loan Credit Party or other Subsidiary contained in any agreement or instrument evidencing or relating to any of the U.S. Borrower Guaranteed Obligations; (e) the existence of any claim, set-off or other rights that any Loan Party the U.S. Borrower may have at any time against any other Loan Credit Party, the Administrative Agent, any Lender, any Affiliate of the any Lender or any other Person, whether in connection herewith or any unrelated transactions; (f) any invalidity or unenforceability relating to or against any other Loan Credit Party for any reason of any agreement or instrument evidencing or relating to any of the U.S. Borrower Guaranteed Obligations, or any provision of applicable law or regulation purporting to prohibit the payment by any Loan Credit Party of any of the U.S. Borrower Guaranteed Obligations; or (g) any other act or omission of any kind by any other Loan Credit Party, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever that might, but for the provisions of this Article, constitute a legal or equitable discharge of any Guarantorthe U.S. Borrower’s obligations under this Section other than the irrevocable payment in full of all U.S. Borrower Guaranteed Obligations.

Guaranty Unconditional. The obligations of the Guarantors Company under this Article IX shall be irrevocable, unconditional and absolute and, without limiting the generality of the foregoing shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the following: (a) any extension, renewal, settlement, compromise, waiver or release in respect to the Company Guaranteed Obligations under any agreement or instrument, by operation of law or otherwise; (b) any modification or amendment of or supplement to this Agreement, any Note, any other Loan Document, or any agreement or instrument evidencing or relating to any the Company Guaranteed ObligationObligations; (c) any release, non-perfection or invalidity of any direct or indirect security for the Company Guaranteed Obligations under any agreement or instrument evidencing or relating to any of the Company Guaranteed Obligations; (d) any change in the corporate existence, structure or ownership of any Loan Party or other Subsidiary or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Party or other Subsidiary or its assets or any resulting release or discharge of any obligation of any Loan Party or other Subsidiary contained in any agreement or instrument evidencing or relating to any of the Company Guaranteed Obligations; (e) the existence of any claim, set-off or other rights that any Loan Party which the Company may have at any time against any other Loan Party, the Administrative Agent, any Lender, any Affiliate of the any Lender or any other Person, whether in connection herewith or any unrelated transactions; (f) any invalidity or unenforceability relating to or against any other Loan Party for any reason of any agreement or instrument evidencing or relating to any of the Company Guaranteed Obligations, or any provision of applicable law or regulation purporting to prohibit the payment by any Loan Party of any of the Company Guaranteed Obligations, or any decree or order prohibiting any Loan Party from paying, or releasing or discharging the obligation of any Loan Party to pay, any of the Company Guaranteed Obligations; or (g) any other act or omission of any kind by any other Loan Party, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever that which might, but for the provisions of this Article, constitute a legal or equitable discharge of any Guarantor’s Borrowers’ obligations under this Section Section, all of which the Company hereby unconditionally waives to the fullest extent permitted by law, other than the irrevocable payment in full of all Company Guaranteed ObligationsObligations (other than amounts in respect of indemnification, expense reimbursement, tax gross-up or contingent obligations in each case that are owing and with respect to which no claim has been made).

Guaranty Unconditional. The obligations of the Guarantors Borrowers under this Article IX shall be unconditional and absolute and, without limiting the generality of the foregoing shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the following: (a) any extension, renewal, settlement, compromise, waiver or release in respect to the Borrower Guaranteed Obligations under any agreement or instrument, by operation of law or otherwise; (b) any modification or amendment of or supplement to this Agreement, any Note, any other Loan Document, or any agreement or instrument evidencing or relating to any Company Guaranteed Obligation; (c) any release, non-perfection or invalidity of any direct or indirect security for the Borrower Guaranteed Obligations under any agreement or instrument evidencing or relating to any Borrower Guaranteed Obligations; (d) any change in the corporate existence, structure or ownership of any Loan Party or other Subsidiary or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Party or other Subsidiary or its assets or any resulting release or discharge of any obligation of any Loan Party or other Subsidiary contained in any agreement or instrument evidencing or relating to any of the Borrower Guaranteed Obligations; (e) the existence of any claim, set-off or other rights that any Loan Party which the Borrowers may have at any time against any other Loan Party, the Administrative Agent, any Lender, any Affiliate of the any Lender or any other Person, whether in connection herewith or any unrelated transactions; (f) any invalidity or unenforceability relating to or against any other Loan Party for any reason of any agreement or instrument evidencing or relating to any of the Borrower Guaranteed Obligations, or any provision of applicable law or regulation purporting to prohibit the payment by any Loan Party of any of the Borrower Guaranteed Obligations; or (g) any other act or omission of any kind by any other Loan Party, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever that which might, but for the provisions of this Article, constitute a legal or equitable discharge of any Guarantor’s the Borrowers’ obligations under this Section other than the irrevocable payment in full of all Borrower Guaranteed Obligations.

Guaranty Unconditional. The obligations of the Guarantors under this Article IX Guaranteed Obligations shall be unconditional and absolute and, without limiting the generality of the foregoing foregoing, shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the followingby: (a) any extension, renewal, settlement, compromise, waiver or release in respect to of any obligations of any Loan Party under the Guaranteed Obligations Financing Documents and/or any Commitments under any agreement or instrumentthe Financing Documents, by operation of law or otherwise;otherwise (other than with respect to any such extension, renewal, settlement, compromise, waiver or release agreed in accordance with the terms hereunder as expressly applying to the Guaranteed Obligations), (b) any modification or amendment of or supplement to this Agreement, any Note, Agreement or any other Loan Document, or any agreement or instrument evidencing or relating Financing Document (other than with respect to any modification, amendment or supplement agreed in accordance with the terms hereunder as expressly applying to the Guaranteed Obligation;Obligations), (c) any release, impairment, non-perfection or invalidity of any direct or indirect security for the Guaranteed Obligations under any agreement or instrument evidencing or relating to any Guaranteed Obligations;Collateral, (d) any change in the corporate existence, structure or ownership of any Loan Party or any other Subsidiary Person, or any insolvencyevent of the type described in Sections 5.01, bankruptcy, reorganization 6.01 or other similar proceeding affecting any Loan Party or other Subsidiary or its assets or any resulting release or discharge of any obligation of any Loan Party or other Subsidiary contained in any agreement or instrument evidencing or relating 6.07 with respect to any of the Guaranteed Obligations;Person, (e) the existence of any claim, set-off or other rights that any Loan Party Guarantor may have at any time against any other Loan Party, the Lender, any Affiliate of the Lender Secured Party or any other Person, whether in connection herewith or with any unrelated transactions;, (f) any invalidity or unenforceability relating to or against any other Loan Party for any reason of any agreement or instrument evidencing or relating to any of the Guaranteed ObligationsFinancing Document, or any provision of applicable law or regulation Applicable Law purporting to prohibit the payment performance by any Loan Party of any of its obligations under the Financing Documents (other than any such invalidity or unenforceability with respect solely to the Guaranteed Obligations; or (g) any other act or omission of any kind by any other Loan Party, the Lender or any other Person or any other circumstance whatsoever that might, but for the provisions of this Article, constitute a legal or equitable discharge of any Guarantor’s obligations under this Section other than the irrevocable payment in full of all Guaranteed Obligations.),

Guaranty Unconditional. The obligations of the Guarantors VCP Exportadora and Newark under this Article IX shall be unconditional and absolute and, without limiting the generality of the foregoing foregoing, shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the following:by: Credit Agreement 59 (a) any extension, renewal, settlement, compromise, waiver or release in respect to of any obligation(s) of an Obligor under the Guaranteed Obligations Loan Documents and/or any Commitment(s) under any agreement or instrumentthe Loan Documents, by operation of law or otherwise;, (b) any modification or amendment of or supplement to this Agreement, any Note, Agreement or any other Loan Document, or any agreement or instrument evidencing or relating to any Guaranteed Obligation;, (c) any release, impairment, non-perfection or invalidity of any direct or indirect security for the Guaranteed Obligations under any agreement or instrument evidencing or relating to any Guaranteed Obligations;Collateral, (d) any change in the corporate existence, structure or ownership of any Loan Party or other Subsidiary the Newark Subsidiaries or any insolvencyother Person, bankruptcy, reorganization or other similar proceeding affecting any Loan Party or other Subsidiary or its assets or any resulting release event of the type described in Section 9.1(e), (f) or discharge of any obligation of any Loan Party or other Subsidiary contained in any agreement or instrument evidencing or relating (g) with respect to any of the Guaranteed Obligations;Person, (e) the existence of any claim, set-off or other rights that any Loan Party VCP Exportadora or Newark may have at any time against the Newark Subsidiaries, either Agent, any other Loan Party, the Lender, any Affiliate of the Lender Secured Party or any other Person, whether in connection herewith or with any unrelated transactions;, (f) any invalidity or unenforceability relating to or against any other Loan Party Obligor for any reason of any agreement or instrument evidencing or relating to any of the Guaranteed ObligationsLoan Document, or any provision of applicable law or regulation Applicable Law purporting to prohibit the payment performance by any Loan Party Obligor of any of its obligations under the Guaranteed Obligations; Loan Documents, or (g) any other act or omission to act or delay of any kind by any Obligor, either Agent, any other Loan Party, the Lender Secured Party or any other Person or any other circumstance whatsoever that might, but for the provisions of this ArticleSection, constitute a legal or equitable discharge of any Guarantor’s the obligations of the Newark Subsidiaries under this Section other than the irrevocable payment in full of all Guaranteed ObligationsLoan Documents.

Guaranty Unconditional. The obligations of the Guarantors under this Article IX Company hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing foregoing, shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the followingby: (a) any extension, renewal, settlement, compromise, waiver or release in respect to the Guaranteed Obligations of any obligation of any Eligible Subsidiary under this Agreement or any agreement or instrumentNote, by operation of law or otherwise; (b) any modification or amendment of or supplement to this Agreement, Agreement or any Note, any other Loan Document, or any agreement or instrument evidencing or relating to any Guaranteed Obligation; (c) any release, impairment, non-perfection or invalidity of any direct or indirect security for the Guaranteed Obligations any obligation of any Eligible Subsidiary under this Agreement or any agreement or instrument evidencing or relating to any Guaranteed ObligationsNote; (d) any change in the corporate legal existence, structure or ownership of any Loan Party or other Subsidiary Eligible Subsidiary, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Party or other Eligible Subsidiary or its assets or any resulting release or discharge of any obligation of any Loan Party or other Eligible Subsidiary contained in this Agreement or any agreement or instrument evidencing or relating to any of the Guaranteed ObligationsNote; (e) the existence of any claim, set-off or other rights that any Loan Party which the Company may have at any time against any other Loan PartyEligible Subsidiary, the LenderAdministrative Agent, any Affiliate of the Lender or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (f) any invalidity or unenforceability relating to or against any other Loan Party Eligible Subsidiary for any reason of this Agreement or any agreement or instrument evidencing or relating to any of the Guaranteed ObligationsNote, or any provision of applicable law or regulation purporting to prohibit the payment by any Loan Party of any Eligible Subsidiary of the Guaranteed Obligationsprincipal of or interest on any Loan or any other amount payable by it under this Agreement; or (g) any other act or omission to act or delay of any kind by any other Loan PartyEligible Subsidiary, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever that which might, but for the provisions of this Articleparagraph, constitute a legal or equitable discharge of any Guarantoror defense to the Company’s obligations under this Section other than the irrevocable payment in full of all Guaranteed Obligationshereunder.

Guaranty Unconditional. The obligations of the Guarantors Borrower under this Article IX X shall be unconditional and absolute and, without limiting the generality of the foregoing shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the following: (a) any extension, renewal, settlement, compromise, waiver or release in respect to the Borrower Guaranteed Obligations under any agreement or instrument, by operation of law or otherwise; (b) any modification or amendment of or supplement to this Agreement, any Note, any other Loan Document, or any agreement or instrument evidencing or relating to any Borrower Guaranteed Obligation; (c) any release, non-perfection or invalidity of any direct or indirect security for the Borrower Guaranteed Obligations under any agreement or instrument evidencing or relating to any Borrower Guaranteed Obligations; (d) any change in the corporate existence, structure or ownership of any Loan Credit Party or other Subsidiary or any insolvency, bankruptcy, reorganization or other similar proceeding (including any Debtor Relief Law) affecting any Loan Credit Party or other Subsidiary or its assets or any resulting release or discharge of any obligation of any Loan Credit Party or other Subsidiary contained in any agreement or instrument evidencing or relating to any of the Borrower Guaranteed Obligations; (e) the existence of any claim, set-off or other rights that any Loan Party the Borrower may have at any time against any other Loan Credit Party, the Administrative Agent, any Lender, any Affiliate of the any Lender or any other Person, whether in connection herewith or any unrelated transactions; (f) any invalidity or unenforceability relating to or against any other Loan Credit Party for any reason of any agreement or instrument evidencing or relating to any of the Borrower Guaranteed Obligations, or any provision of applicable law or regulation purporting to prohibit the payment by any Loan Credit Party of any of the Borrower Guaranteed Obligations; or (g) any other act or omission of any kind by any other Loan Credit Party, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever that might, but for the provisions of this Article, constitute a legal or equitable discharge of any Guarantorthe Borrower’s obligations under this Section other than the irrevocable payment in full of all Borrower Guaranteed Obligations.

Guaranty Unconditional. The obligations of the Guarantors Company under this Article IX shall be irrevocable, unconditional and absolute and, without limiting the generality of the foregoing shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the following: (a) any extension, renewal, settlement, compromise, waiver or release in respect to the Company Guaranteed Obligations under any agreement or instrument, by operation of law or otherwise; (b) any modification or amendment of or supplement to this Agreement, any Note, any other Loan Document, or any agreement or instrument evidencing or relating to any the Company Guaranteed ObligationObligations; (c) any release, non-perfection or invalidity of any direct or indirect security for the Company Guaranteed Obligations under any agreement or instrument evidencing or relating to any of the Company Guaranteed Obligations; (d) any change in the corporate existence, structure or ownership of any Loan Party or other Subsidiary or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Party or other Subsidiary or its assets or any resulting release or discharge of any obligation of any Loan Party or other Subsidiary contained in any agreement or instrument evidencing or relating to any of the Company Guaranteed Obligations; (e) the existence of any claim, set-off or other rights that any Loan Party which the Company may have at any time against any other Loan Party, the Administrative Agent, any Lender, any Affiliate of the any Lender or any other Person, whether in connection herewith or any unrelated transactions; (f) any invalidity or unenforceability relating to or against any other Loan Party for any reason of any agreement or instrument evidencing or relating to any of the Company Guaranteed Obligations, or any provision of applicable law or regulation purporting to prohibit the payment by any Loan Party of any of the Company Guaranteed Obligations, or any decree or order prohibiting any Loan Party from paying, or releasing or discharging the obligation of any Loan Party to pay, any of the Company Guaranteed Obligations; or (g) any other act or omission of any kind by any other Loan Party, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever that which might, but for the provisions of this Article, constitute a legal or equitable discharge of any Guarantor’s Borrowers’ obligations under this Section Section, all of which the Company hereby unconditionally waives to the fullest extent permitted by law, other than the irrevocable payment in full of all Company Guaranteed ObligationsObligations (other than amounts in respect of indemnification, expense reimbursement, yield protection or tax gross-up and contingent obligations, in each case that are owing and with respect to which not claim has been made).

Guaranty Unconditional. The obligations of the Guarantors Borrower under this Article IX Section shall be irrevocable, unconditional and absolute and, without limiting the generality of the foregoing shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the following: (a) any extension, renewal, settlement, compromise, waiver or release in respect to the Borrower Guaranteed Obligations under any agreement or instrument, by operation of law or otherwise; (b) any modification or amendment of or supplement to this Agreement, any Note, any other Loan Document, or any agreement or instrument evidencing or relating to any the Borrower Guaranteed ObligationObligations; (c) any release, non-perfection or invalidity of any direct or indirect security for the Borrower Guaranteed Obligations under any agreement or instrument evidencing or relating to any of the Borrower Guaranteed Obligations; (d) any change in the corporate existence, structure or ownership of any Loan Credit Party or other Subsidiary or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Credit Party or other Subsidiary or its assets or any resulting release or discharge of any obligation of any Loan Credit Party or other Subsidiary contained in any agreement or instrument evidencing or relating to any of the Borrower Guaranteed Obligations;: (e) the existence of any claim, set-off or other rights that any Loan Party which the Borrower may have at any time against any other Loan Credit Party, the Administrative Agent, any Lender, any Affiliate of the any Lender or any other Personperson, whether in connection herewith or any unrelated transactions; (f) any invalidity or unenforceability relating to or against any other Loan Credit Party for any reason of any agreement or instrument evidencing or relating to any of the Borrower Guaranteed Obligations, or any provision of applicable law or regulation purporting to prohibit the payment by any Loan Credit Party of any of the Borrower Guaranteed Obligations; or (g) any other act or omission of any kind by any other Loan Credit Party, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever that which might, but for the provisions of this ArticleSection, constitute a legal or equitable discharge of any Guarantorthe Borrower’s obligations under this Section Section, all of which the Borrower hereby unconditionally waives to the fullest extent permitted by law, other than the irrevocable payment in full of all Borrower Guaranteed ObligationsObligations (other than contingent indemnification obligations not yet due and payable).

Guaranty Unconditional. The obligations of the Guarantors Company under this Article IX shall be unconditional and absolute and, without limiting the generality of the foregoing foregoing, shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the following: (a) any extension, renewal, settlement, compromise, waiver or release in respect to the any Company Guaranteed Obligations Obligation under any agreement or instrument, by operation of law or otherwise; (b) any modification or amendment of or supplement to this Agreement, any Note, any other Loan Document, or any agreement or instrument evidencing or relating to any Company Guaranteed Obligation; (c) any release, non-perfection or invalidity of any direct or indirect security for the any Company Guaranteed Obligations Obligation under any agreement or instrument evidencing or relating to any Company Guaranteed ObligationsObligation; (d) any change in the corporate existence, structure or ownership of any Loan Credit Party or other Subsidiary or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Credit Party or other Subsidiary or its assets or any resulting release or discharge of any obligation of any Loan Credit Party or other Subsidiary contained in any agreement or instrument evidencing or relating to any of the Company Guaranteed ObligationsObligation; (e) the existence of any claim, set-off or other rights that any Loan Party which the Company may have at any time against any other Loan Credit Party, the Global Agent, any Lender, any Affiliate of the any Lender or any other Personperson, whether in connection herewith or any unrelated transactions; (f) any invalidity or unenforceability relating to or against any other Loan Credit Party for any reason of any agreement or instrument evidencing or relating to any of the Company Guaranteed ObligationsObligation, or any provision of applicable law or regulation purporting to prohibit the payment by any Loan Credit Party of any of the Company Guaranteed Obligations; or (g) any other act or omission of any kind by any other Loan Credit Party, the Global Agent, any Lender or any other Person or any other circumstance whatsoever that which might, but for the provisions of this Article, constitute a legal or equitable discharge of any Guarantora Subsidiary’s obligations under the Subsidiary Guaranty or the Company’s obligations under this Section Article other than the irrevocable payment in full of all Company Guaranteed Obligations.

Guaranty Unconditional. The obligations of the Guarantors under this Article IX Company hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing foregoing, shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the followingby: (a) any extension, renewal, settlement, compromise, waiver or release in respect to the Guaranteed Obligations of any obligation of any Eligible Subsidiary under this Agreement or any agreement or instrumentNote, by operation of law or otherwise; (b) any modification or amendment of or supplement to this Agreement, Agreement or any Note, any other Loan Document, or any agreement or instrument evidencing or relating to any Guaranteed Obligation; (c) any release, impairment, non-perfection or invalidity of any direct or indirect security for the Guaranteed Obligations any obligation of any Eligible Subsidiary under this Agreement or any agreement or instrument evidencing or relating to any Guaranteed ObligationsNote; (d) any change in the corporate existence, structure or ownership of any Loan Party or other Subsidiary Eligible Subsidiary, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Party or other Eligible Subsidiary or its assets or any resulting release or discharge of any obligation of any Loan Party or other Eligible Subsidiary contained in this Agreement or any agreement or instrument evidencing or relating to any of the Guaranteed ObligationsNote; (e) the existence of any claim, set-off or other rights that any Loan Party which the Company may have at any time against any other Loan PartyEligible Subsidiary, the LenderAdministrative Agent, any Affiliate of the Lender or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (f) any invalidity or unenforceability relating to or against any other Loan Party Eligible Subsidiary for any reason of this Agreement or any agreement or instrument evidencing or relating to any of the Guaranteed ObligationsNote, or any provision of applicable law or regulation purporting to prohibit the payment by any Loan Party of any Eligible Subsidiary of the Guaranteed Obligationsprincipal of or interest on any Loan or any other amount payable by it under this Agreement; or (g) any other act or omission to act or delay of any kind by any other Loan PartyEligible Subsidiary, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever that which might, but for the provisions of this Articleparagraph, constitute a legal or equitable discharge of any Guarantoror defense to the Company’s obligations under this Section other than the irrevocable payment in full of all Guaranteed Obligationshereunder.

Guaranty Unconditional. The obligations of the Guarantors Company, the Domestic Loan Parties and Foreign Loan Parties under this Article IX 11 shall be unconditional and absolute and, without limiting the generality of the foregoing foregoing, shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the following: (a) 11.4.1 any extension, renewal, settlement, compromise, waiver or release in respect to the any Guaranteed Obligations Obligation under any agreement or instrument, by operation of law or otherwise; (b) 11.4.2 any modification or amendment of or supplement to this Agreement, any Note, any other Loan Document, or any agreement or instrument evidencing or relating to any Guaranteed Obligation; (c) 11.4.3 any release, non-perfection or invalidity of any direct or indirect security for the any Guaranteed Obligations Obligation under any agreement or instrument evidencing or relating to any Guaranteed ObligationsObligation; (d) 11.4.4 any change in the corporate or limited liability company existence, structure or ownership of the Company, any Loan Party or other Subsidiary or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company, any Loan Party or other Subsidiary or its assets or any resulting release or discharge of any obligation of the Company, any Loan Party or other Subsidiary contained in any agreement or instrument evidencing or relating to any of the Guaranteed ObligationsObligation; (e) 11.4.5 the existence of any claim, set-off or other rights that which any Loan Party may have at any time against any other Loan Party, the Administrative Agent, any Lender, any Affiliate of the any Lender or any other Personperson, whether in connection herewith or any unrelated transactions; (f) 11.4.6 any invalidity or unenforceability relating to or against any other Loan Party for any reason of any agreement or instrument evidencing or relating to any of the Guaranteed ObligationsObligation, or any provision of applicable law or regulation purporting to prohibit the payment by any Loan Party of any of the Guaranteed ObligationsObligation; or (g) 11.4.7 any other act or omission of any kind by any other Loan Party, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever that which might, but for the provisions of this ArticleSection, constitute a legal or equitable discharge of any Guarantor’s the Loan Parties’ obligations under this Section other than the irrevocable payment in full Payment In Full of all Guaranteed ObligationsObligations and the termination of the Commitments hereunder.

Guaranty Unconditional. The obligations of the Guarantors under this Article IX shall be unconditional Guarantor hereunder are continuing, absolute and absolute andunconditional, without irrespective of any circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a guarantor or surety. Without limiting the generality of the foregoing foregoing, the obligations of Guarantor hereunder shall remain in full force and effect without regard to, and shall not be released, discharged or otherwise in any way affected by the occurrence, one or more times, of any of the followingby: (a) any extensionamendment, renewal, settlement, compromise, waiver modification or release in respect supplement to the Guaranteed Obligations under Mortgage, the Note or any agreement or instrument, by operation of law or otherwiseother Loan Document; (b) any modification exercise or amendment nonexercise of or supplement to delay in exercising any right, remedy, power or privilege under or in respect of this AgreementGuaranty, any Notethe Mortgage, the Note or any other Loan DocumentDocument (even if any such right, remedy, power or privilege shall be lost thereby), or any agreement waiver, consent, indulgence or instrument evidencing other action or relating to any Guaranteed Obligationinaction in respect thereof; (c) any releasebankruptcy, non-perfection or invalidity of any direct or indirect security reorganization, insolvency, arrangement, composition, assignment for the Guaranteed Obligations under benefit of creditors or similar proceeding commenced by or against Borrower or any agreement Guarantor or instrument evidencing any discharge, limitation, modification or relating to release of liability of the Borrower or any Guaranteed ObligationsGuarantor by virtue of such proceedings; (d) any change failure to perfect or continue perfection of, or any release or waiver of, any rights given to Lender in the corporate existence, structure or ownership Premises as security for the performance of any Loan Party or other Subsidiary or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Party or other Subsidiary or its assets or any resulting release or discharge of any obligation of any Loan Party or other Subsidiary contained in any agreement or instrument evidencing or relating to any of the Guaranteed Obligations; (e) the existence any extension of any claim, set-off time for payment or other rights that any Loan Party may have at any time against any other Loan Party, the Lender, any Affiliate of the Lender or any other Person, whether in connection herewith or any unrelated transactions; (f) any invalidity or unenforceability relating to or against any other Loan Party for any reason of any agreement or instrument evidencing or relating to any of the Guaranteed Obligations, or any provision of applicable law or regulation purporting to prohibit the payment by any Loan Party performance of any of the Guaranteed Obligations; or; (f) the genuineness, validity or enforceability of the Loan Documents; (g) any other act limitation of liability of Borrower, or omission of any kind or all of the holders of ownership interests in Borrower, contained in any Loan Document; (h) any defense that may arise by reason of the failure of Lender to file or enforce a claim against the estate of Borrower in any bankruptcy or other proceeding; (i) any voluntary or involuntary liquidation, dissolution, sale of all or substantially all of the property of, or any marshaling of assets and liabilities or other similar proceeding affecting, Borrower or any Guarantor or any of its respective assets; (j) the release of Borrower, or any Guarantor, from performance or observance of any of the agreements, covenants, terms or conditions contained in the Loan Documents by operation of law; (k) the failure of Lender to keep Guarantor advised of Borrower’s financial condition, regardless of the existence of any duty to do so but not in any way implying any obligation contractual or otherwise to do so; (l) any sale or other transfer of the Premises or any part thereof or any foreclosure by Lender on the Premises or any part thereof; (m) any counterclaim, recoupment, set‑off, reduction or defense used in any claim Guarantor may assert or now or hereafter have against the Lender, the Borrower or any Guarantor; or (n) any other Loan Party, the Lender or any other Person or any other circumstance whatsoever that might, but for the provisions of this Article, circumstances which might otherwise constitute a legal or equitable discharge of a guarantor or surety. No set-off, claim, reduction or diminution of any Guarantor’s obligations under this Section other than the irrevocable payment obligation, or any defense of any kind or nature which Borrower or any Guarantor now has or hereafter may have against Lender, shall be available hereunder to any Guarantor against Lender. Each Guarantor acknowledges that Lender may agree that it shall not in full any foreclosure proceeding in respect of all Guaranteed Obligationsor any portion of the Premises seek or obtain a deficiency judgment against Borrower, and that the obligations of Guarantor shall in no way be diminished or otherwise affected by the failure to seek or obtain a deficiency judgment.

Guaranty Unconditional. The obligations of the Guarantors Company under this Article IX Section shall be unconditional and absolute and, without limiting the generality of the foregoing foregoing, shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the following: (a) any extension, renewal, settlement, compromise, waiver or release in respect to the any Company Guaranteed Obligations Obligation under any agreement or instrument, by operation of law or otherwise; (b) any modification or amendment of or supplement to this Agreement, any Note, any other Loan Document, or any agreement or instrument evidencing or relating to any Company Guaranteed Obligation; (c) any release, non-perfection or invalidity of any direct or indirect security for the any Company Guaranteed Obligations Obligation under any agreement or instrument evidencing or relating to any Company Guaranteed ObligationsObligation; (d) any change in the corporate or limited liability company existence, structure or ownership of any Loan Party Borrower or other Subsidiary or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Party Borrower or other Subsidiary or its assets or any resulting release or discharge of any obligation of any Loan Party Borrower or other Subsidiary contained in any agreement or instrument evidencing or relating to any of the Company Guaranteed ObligationsObligation; (e) the existence of any claim, set-off or other rights that any Loan Party which the Company may have at any time against any other Loan PartyBorrower, the Administrative Agent, any Lender, any Affiliate of the any Lender or any other Personperson, whether in connection herewith or any unrelated transactions; (f) any invalidity or unenforceability relating to or against any other Loan Party Borrower for any reason of any agreement or instrument evidencing or relating to any of the Company Guaranteed ObligationsObligation, or any provision of applicable law or regulation purporting to prohibit the payment by any Loan Party Borrower of any of the Company Guaranteed Obligations; or (g) any other act or omission of any kind by any other Loan PartyBorrower, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever that which might, but for the provisions of this ArticleSection, constitute a legal or equitable discharge of any Guarantorthe Company’s obligations under this Section other than the irrevocable payment in full of all Company Guaranteed Obligations.

Guaranty Unconditional. The obligations of the Guarantors each Account Party ---------------------- under this Article IX VII shall be unconditional unconditional, absolute and absolute irrevocable and, without limiting the generality of the foregoing foregoing, shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the followingby: (ai) any extension, renewal, settlement, compromise, waiver or release (including with respect to any Collateral) in respect to the Guaranteed Obligations of any obligation of any other obligor under any agreement or instrumentof the Loan Documents, by operation of law or otherwise; (bii) any modification or amendment of or supplement to this Agreement, any Note, any other of the Loan Document, or any agreement or instrument evidencing or relating to any Guaranteed ObligationDocuments; (ciii) any release, non-perfection or invalidity of any direct or indirect security for the Guaranteed Obligations any obligation of any other obligor under any agreement or instrument evidencing or relating to any Guaranteed Obligationsof the Loan Documents; (div) any change in the corporate existence, structure or ownership of any Loan Party or other Subsidiary obligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Party or other Subsidiary obligor or its assets or any resulting release or discharge of any obligation of any Loan Party or other Subsidiary obligor contained in any agreement or instrument evidencing or relating to any of the Guaranteed ObligationsLoan Documents; (ev) the existence of any claim, set-off or other rights that which any Loan Party obligor may have at any time against any other Loan Partyobligor, the LenderAdministrative Agent, any Affiliate of the Lender Bank or any other Personcorporation or person, whether in connection herewith with any of the Loan Documents or any unrelated transactions, provided that -------- nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (fvi) any invalidity or unenforceability relating to or against any other Loan Party obligor for any reason of any agreement or instrument evidencing or relating to any of the Guaranteed ObligationsLoan Documents, or any provision of applicable law or regulation purporting to prohibit the payment by any Loan Party other obligor of principal interest or any other amount payable under any of the Guaranteed ObligationsLoan Documents; or (gvii) any other act or omission to act or delay of any kind by any other Loan Partyobligor, the Lender Administrative Agent, any Bank or any other Person corporation or person or any other circumstance whatsoever that which might, but for the provisions of this Articleparagraph, constitute a legal or equitable discharge of any Guarantor’s or defense to an Account Party's obligations under this Section other than the irrevocable payment in full of all Guaranteed ObligationsArticle VII.

Guaranty Unconditional. The obligations of the Guarantors Company under this Article IX Section 11 shall be unconditional and absolute and, without limiting the generality of the foregoing foregoing, shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the following: (a) 11.3.1 any extension, renewal, settlement, compromise, waiver or release in respect to the any Company Guaranteed Obligations Obligation under any agreement or instrument, by operation of law or otherwise; (b) 11.3.2 any modification or amendment of or supplement to this Agreement, any Note, any other Loan Document, or any agreement or instrument evidencing or relating to any Company Guaranteed Obligation; (c) 11.3.3 any release, non-perfection or invalidity of any direct or indirect security for the any Company Guaranteed Obligations Obligation under any agreement or instrument evidencing or relating to any Company Guaranteed ObligationsObligation; (d) 11.3.4 any change in the corporate or limited liability company existence, structure or ownership of any Loan Party Borrower or other Consolidated Subsidiary or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Party Borrower or other Consolidated Subsidiary or its assets or any resulting release or discharge of any obligation of any Loan Party Borrower or other Consolidated Subsidiary contained in any agreement or instrument evidencing or relating to any of the Company Guaranteed ObligationsObligation; (e) 11.3.5 the existence of any claim, set-off or other rights that any Loan Party which the Company may have at any time against any other Loan PartyBorrower, the Administrative Agent, any Lender, any Affiliate of the any Lender or any other Personperson, whether in connection herewith or any unrelated transactions; (f) 11.3.6 any invalidity or unenforceability relating to or against any other Loan Party Borrower for any reason of any agreement or instrument evidencing or relating to any of the Company Guaranteed ObligationsObligation, or any provision of applicable law or regulation purporting to prohibit the payment by any Loan Party Borrower of any of the Company Guaranteed Obligations; or (g) 11.3.7 any other act or omission of any kind by any other Loan PartyBorrower, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever that which might, but for the provisions of this ArticleSection, constitute a legal or equitable discharge of any Guarantorthe Company’s obligations under this Section other than the irrevocable payment in full of all Company Guaranteed ObligationsObligations and the termination of the Commitments hereunder.

Guaranty Unconditional. The obligations Guarantor's guaranty of the Guarantors under this Article IX shall be unconditional Indebtedness is continuing, absolute and absolute and, without unconditional. Without limiting the generality foregoing, the validity of the foregoing this Guaranty and Guarantor's obligations hereunder shall not be releasedimpaired by any event, discharged or otherwise affected by the occurrence, one or more times, of including without limitation any of the following: , whether or not Guarantor has any notice thereof: (a) any extension, renewal, settlement, compromise, waiver or release in respect to the Guaranteed Obligations under any agreement or instrument, by operation of law or otherwise; (b) any modification or amendment of or supplement to this Agreement, any Note, any other Loan Document, or any agreement or instrument evidencing or relating to any Guaranteed Obligation; (c) any release, non-perfection or invalidity of any direct or indirect security for the Guaranteed Obligations under any agreement or instrument evidencing or relating to any Guaranteed Obligations; (d) any change in the corporate existence, structure or ownership of any Loan Party or other Subsidiary or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Party or other Subsidiary or its assets or any resulting release or discharge of any obligation of any Loan Party or other Subsidiary contained in any agreement or instrument evidencing or relating to any of the Guaranteed Obligations; (e) the existence of any claim, set-off or other rights that any Loan Party may have at any time against any other Loan Party, the Lender, any Affiliate of the Lender or any other Person, whether in connection herewith or any unrelated transactions; (f) any invalidity or unenforceability relating to or against any other Loan Party for any reason of any agreement or instrument evidencing or relating to the Indebtedness; (b) any present or future law, order or regulation of any governmental authority purporting to reduce or affect the Indebtedness or any person or entity liable for the Indebtedness or any Collateral; (c) any claim of immunity, defense, set-off or counterclaim (other than full and final payment of the Guaranteed ObligationsIndebtedness) on behalf of any person or entity; (d) any change in the time, place or manner of payment or performance, or any provision release, waiver, compromise, settlement, increase, decrease, extension, renewal, acceleration, impairment or termination (voluntary or otherwise) with respect to any or all of applicable law the Indebtedness; (e) any release, addition, exchange, waiver, indulgence, compromise, or regulation purporting settlement with respect to prohibit the payment by Borrower, any Loan Party Obligor or any Collateral, or any failure to take, perfect or protect any lien or interest intended as Collateral; (f) any modification, amendment, restatement or replacement (in whole or in part) of any of agreements or instruments evidencing, comprising, securing, guarantying or otherwise relating to, executed or delivered in connection with the Guaranteed ObligationsIndebtedness; or (g) any other act failure by Agent or the Lenders to exercise diligence in the collection of the Indebtedness or any action, omission or delay on the part of any kind by any other Loan Party, the Agent or the Lender or any other Person person or entity to assert or enforce any claim, demand, right, power or remedy referred to, conferred in or arising under this Guaranty or any of the other circumstance whatsoever that mightagreements evidencing or relating to the Indebtedness; (h) the failure of any other person or entity to guarantee or gran▇ ▇ ▇▇▇▇ ▇▇ security interest as collateral for any or all of the Indebtedness; (i) the voluntary or involuntary liquidation, but sale, cessation of business, marshalling of assets, receivership, or financial decline of Borrower, or any insolvency, bankruptcy, assignment for the provisions benefit of this Articlecreditors, constitute reorganization or other similar proceedings affecting the Borrower or its assets; (j) the merger, consolidation or dissolution of Borrower or a legal change in Borrower's form, business, operations or equitable discharge management; and/or (k) the absence of any Guarantor’s obligations notice to Guarantor of any default or breach under this Section other than Guaranty or in connection with the irrevocable payment in full Indebtedness, any acceleration of all Guaranteed Obligationsany of the Indebtedness, the foreclosure or sale of any Collateral.

Guaranty Unconditional. The obligations of the Guarantors Borrower under this Article IX ‎X shall be unconditional and absolute and, without limiting the generality of the foregoing shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the following: (a) any extension, renewal, settlement, compromise, waiver or release in respect to the Borrower Guaranteed Obligations under any agreement or instrument, by operation of law or otherwise; (b) any modification or amendment of or supplement to this Agreement, any Note, any other Loan Document, or any agreement or instrument evidencing or relating to any Borrower Guaranteed Obligation; (c) any release, non-perfection or invalidity of any direct or indirect security for the Borrower Guaranteed Obligations under any agreement or instrument evidencing or relating to any Borrower Guaranteed Obligations; (d) any change in the corporate existence, structure or ownership of any Loan Credit Party or other Subsidiary or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Credit Party or other Subsidiary or its assets or any resulting release or discharge of any obligation of any Loan Credit Party or other Subsidiary contained in any agreement or instrument evidencing or relating to any of the Borrower Guaranteed Obligations; (e) the existence of any claim, set-off or other rights that any Loan Party the Borrower may have at any time against any other Loan Credit Party, the Administrative Agent, any Lender, any Affiliate of the any Lender or any other Person, whether in connection herewith or any unrelated transactions; (f) any invalidity or unenforceability relating to or against any other Loan Credit Party for any reason of any agreement or instrument evidencing or relating to any of the Borrower Guaranteed Obligations, or any provision of applicable law or regulation purporting to prohibit the payment by any Loan Credit Party of any of the Borrower Guaranteed Obligations; or (g) any other act or omission of any kind by any other Loan Credit Party, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever that might, but for the provisions of this Article, constitute a legal or equitable discharge of any Guarantorthe Borrower’s obligations under this Section other than the irrevocable payment in full of all Borrower Guaranteed Obligations.

Guaranty Unconditional. The obligations of the Guarantors under this Article IX Guaranteed Obligations shall be unconditional and absolute and, without limiting the generality of the foregoing foregoing, shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the followingby: (a) any extension, renewal, settlement, compromise, waiver or release in respect to of any obligations of any Loan Party under the Guaranteed Obligations Financing Documents and/or any Commitments under any agreement or instrumentthe Financing Documents, by operation of law or otherwise;otherwise (other than with respect to any such extension, renewal, settlement, compromise, waiver or release agreed in accordance with the terms hereunder as expressly applying to the Guaranteed Obligations), (b) any modification or amendment of or supplement to this Agreement, any Note, Agreement or any other Loan Document, or any agreement or instrument evidencing or relating Financing Document (other than with respect to any modification, amendment or supplement agreed in accordance with the terms hereunder as expressly applying to the Guaranteed Obligation;Obligations), (c) any release, impairment, non-perfection or invalidity of any direct or indirect security for the Guaranteed Obligations under any agreement or instrument evidencing or relating to any Guaranteed Obligations;Collateral, (d) any change in the corporate organized existence, structure or ownership of any Loan Party or other Subsidiary or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Party or other Subsidiary or its assets or any resulting release or discharge of any obligation of any Loan Party or other Subsidiary contained in any agreement or instrument evidencing or relating to any of the Guaranteed Obligations;Party, (e) the existence of any claim, set-off or other rights that any Loan Party Guarantor may have at any time against any other Loan Party, the Lender, any Affiliate of the Lender Secured Party or any other Person, whether in connection herewith or with any unrelated transactions;, (f) any invalidity or unenforceability relating to or against any other Loan Party for any reason of any agreement or instrument evidencing or relating to any of the Guaranteed ObligationsFinancing Document, or any provision of applicable law or regulation Applicable Law purporting to prohibit the payment performance by any Loan Party of any of its obligations under the Financing Documents (other than any such invalidity or unenforceability with respect solely to the Guaranteed Obligations; ), (g) the failure of any Material Project Party to make payments owed to any Loan Party under a Material Project Document, or (gh) any other act or omission to act or delay of any kind by any other Loan Party, the Lender any Secured Party or any other Person or any other circumstance whatsoever that might, but for the provisions of this ArticleSection 9.02, constitute a legal or equitable discharge of the obligations of any Guarantor’s obligations Loan Party under this Section other than the irrevocable payment in full of all Guaranteed ObligationsFinancing Documents.

Guaranty Unconditional. The To the extent permitted by Applicable Law, the obligations of the Note Guarantors under this Article IX shall be hereunder are unconditional and absolute and, without limiting the generality of the foregoing shall foregoing, will not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the followingby: (a) any extension, renewal, settlement, compromise, waiver or release in respect to of any obligation of the Guaranteed Obligations Issuer under this Indenture or any agreement or instrumentNote, by operation of law or otherwise; (b) any modification or amendment of or supplement to this Agreement, Indenture or any Note, any other Loan Document, or any agreement or instrument evidencing or relating to any Guaranteed Obligation; (c) any release, non-perfection or invalidity of any direct or indirect security for the Guaranteed Obligations under any agreement or instrument evidencing or relating to any Guaranteed Obligations; (d) any change in the corporate existence, structure or ownership of any Loan Party or other Subsidiary the Issuer, or any insolvency, bankruptcy, reorganization reorganization, plan of arrangement or other similar proceeding affecting any Loan Party or other Subsidiary the Issuer or its assets or any resulting release or discharge of any obligation of any Loan Party or other Subsidiary the Issuer contained in this Indenture or any agreement or instrument evidencing or relating to any of the Guaranteed ObligationsNote; (ed) the existence of any claim, set-off or other rights that which any Loan Party of the Note Guarantors may have at any time against any other Loan Partythe Issuer, the Lender, any Affiliate of the Lender Trustee or any other Person, whether in connection herewith with this Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (fe) any invalidity or unenforceability relating to or against any other Loan Party the Issuer for any reason of this Indenture or any agreement or instrument evidencing or relating to any of the Guaranteed ObligationsNote, or any provision of applicable law Applicable Law or regulation purporting to prohibit the payment by any Loan Party of any the Issuer of the Guaranteed Obligations; orprincipal of or interest on any Note or any other amount payable by the Issuer under this Indenture; (gf) any other act or omission to act or delay of any kind by any other Loan Partythe Issuer, the Lender Trustee or any other Person or any other circumstance whatsoever that which might, but for the provisions of this Articleparagraph, constitute a legal or equitable discharge of or defense to any Guarantor’s of the Note Guarantors’ obligations under this Section hereunder; or (g) any defenses (other than full and unconditional payment) or benefits that may be derived from or afforded by law which limit the irrevocable payment in full liability of all Guaranteed Obligationsor exonerate guarantors or sureties, or which may conflict with the terms of the Guaranty or this Indenture.

Guaranty Unconditional. The obligations of the Guarantors under this Article IX Guaranteed Obligations shall be unconditional and absolute and, without limiting the generality of the foregoing foregoing, (other than in connection with a Discharge of Obligations) shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the followingby: (a) any extension, renewal, settlement, compromise, waiver or release in respect to of any obligations of any Note Party under the Guaranteed Obligations Note Documents and/or any Commitments under any agreement or instrumentthe Note Documents, by operation of law or otherwiseotherwise (other than with respect to any such extension, renewal, settlement, compromise, waiver or release agreed in accordance with the terms hereunder as expressly applying to the Guaranteed Obligations); (b) any modification or amendment of or supplement to this Agreement, any Note, Agreement or any other Loan Document, or any agreement or instrument evidencing or relating Note Document (other than with respect to any modification, amendment or supplement agreed in accordance with the terms hereunder as expressly applying to the Guaranteed ObligationObligations); (c) any release, non-failure to perfect or continue perfection or invalidity of a security interest in any direct or indirect security for the Guaranteed Obligations under any agreement or instrument evidencing or relating to any Guaranteed ObligationsCollateral; (d) any change in the corporate existence, structure or ownership of any Loan Party or other Subsidiary Gauzy Company or any insolvencyother Person, bankruptcy, reorganization or other similar proceeding affecting any Loan Party or other Subsidiary or its assets or any resulting release event of the type described in Sections 5.01, 6.01 or discharge of any obligation of any Loan Party or other Subsidiary contained in any agreement or instrument evidencing or relating 6.07 with respect to any of the Guaranteed ObligationsPerson; (e) the existence of any claim, set-off or other rights that any Loan Party the Guarantors may have at any time against any other Loan Note Party, the Lender, any Affiliate of the Lender Secured Party or any other PersonPerson (except for the defense that the Guaranteed Obligations have been paid), whether in connection herewith or with any unrelated transactions; (f) any invalidity or unenforceability relating to or against any other Loan Note Party for any reason of any agreement or instrument evidencing or relating to any of the Guaranteed ObligationsNote Document, or any provision of applicable law or regulation Applicable Law purporting to prohibit the payment performance by any Loan Note Party of any of its obligations under the Note Documents (other than any such invalidity or unenforceability with respect solely to the Guaranteed Obligations); or (g) any other act or omission to act or delay of any kind by any other Loan Note Party, the Lender any Secured Party or any other Person or any other circumstance whatsoever that might, but for the provisions of this ArticleSection 9.02, constitute a legal or equitable discharge of the obligations of any Guarantor’s obligations Note Party under the Note Documents. It is expressly agreed that the Israeli Guarantee Law, 5727-1967 (the “Israeli Guarantee Law”) shall not apply to this Section Agreement or to any Note Document. However, should the Israeli Guarantee Law for any reason be deemed to apply to this Agreement or to any Note Document, the Company hereby irrevocably and unconditionally waives all rights and defenses that may have been available to it under the Israeli Guarantee Law, provided that the forgoing shall not in any way affect or constitute a waiver by any Note Party of any rights or defenses available to the Company under the terms of this Agreement or the laws of the State of New York after giving effect to the other than the irrevocable payment in full provisions of all Guaranteed Obligationsthis Article IX.

Guaranty Unconditional. The obligations of the Guarantors Culligan under this Article IX XI shall be unconditional and absolute and, without limiting the generality of the foregoing foregoing, shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the followingby: (a) any extension, renewal, settlement, compromise, waiver or release in respect to the Guaranteed Obligations of any obligation of any Borrowing Subsidiary under this Agreement or any agreement or instrumentNote, by operation of law or otherwise; (b) any modification or amendment of or supplement to this Agreement, Agreement or any Note, any other Loan Document, or any agreement or instrument evidencing or relating to any Guaranteed Obligation; (c) any release, impairment, non-perfection or invalidity of any direct or indirect security for the Guaranteed Obligations any obligation of any Borrowing Subsidiary under this Agreement or any agreement or instrument evidencing or relating to any Guaranteed ObligationsNote; (d) any change in the corporate existence, structure or ownership of any Loan Party or other Borrowing Subsidiary or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Party or other Borrowing Subsidiary or its such Borrowing Subsidiary's assets or any resulting release or discharge of any obligation of any Loan Party or other Borrowing Subsidiary contained in this Agreement or any agreement or instrument evidencing or relating to any of the Guaranteed ObligationsNote; (e) the existence of any claim, set-off or other rights that any Loan Party right which Culligan may have at any time against any other Loan PartyBorrowing Subsidiary, the LenderAdministrative Agent, any Affiliate of the Lender or any other Person, whether in connection herewith or any unrelated transactionstransaction, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (f) any invalidity or unenforceability relating to or against any other Loan Party Borrowing Subsidiary for any reason of this Agreement or any agreement or instrument evidencing or relating to any of the Guaranteed ObligationsNote, or any provision of applicable law or regulation purporting to prohibit the payment by any Loan Party of any Borrowing Subsidiary of the Guaranteed Obligationsprincipal of or interest on any Note or any other amount payable by any Borrowing Subsidiary under this Agreement; or (g) any other act or omission to act or delay of any kind by any other Loan PartyBorrowing Subsidiary, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever that which might, but for the provisions of this Articleparagraph, constitute a legal or equitable discharge of any Guarantor’s Culligan's obligations under this Section other than the irrevocable payment in full of all Guaranteed Obligationsas guarantor hereunder.

Guaranty Unconditional. The obligations of the Guarantors under this Article IX shall be unconditional Guarantor hereunder are continuing, absolute and absolute andunconditional, without irrespective of any circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a guarantor or surety. Without limiting the generality of the foregoing foregoing, the obligations of Guarantor hereunder shall remain in full force and effect without regard to, and shall not be released, discharged or otherwise in any way affected by the occurrence, one or more times, of any of the followingby: (a) any extensionamendment, renewal, settlement, compromise, waiver modification or release in respect supplement to the Guaranteed Obligations under any agreement or instrument, by operation of law or otherwiseStock Purchase Agreement; (b) any modification exercise or amendment nonexercise of or supplement to delay in exercising any right, remedy, power or privilege under or in respect of this AgreementGuaranty or the Stock Purchase Agreement (even if any such right, any Noteremedy, any other Loan Documentpower or privilege shall be lost thereby), or any agreement waiver, consent, indulgence or instrument evidencing other action or relating to any Guaranteed Obligationinaction in respect thereof; (c) any releasebankruptcy, non-perfection or invalidity of any direct or indirect security reorganization, insolvency, arrangement, composition, World Airways Stock Purchase Guaranty assignment for the Guaranteed Obligations under benefit of creditors or similar proceeding commenced by or against Guarantor or any agreement discharge, limitation, modification or instrument evidencing or relating to any Guaranteed Obligationsrelease of liability of the Guarantor by virtue of such proceedings; (d) any change in the corporate existence, structure extension of time for payment or ownership of any Loan Party or other Subsidiary or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Party or other Subsidiary or its assets or any resulting release or discharge of any obligation of any Loan Party or other Subsidiary contained in any agreement or instrument evidencing or relating to any performance of the Guaranteed Obligations; (e) any voluntary or involuntary liquidation, dissolution, sale of all or substantially all of the existence property of, or any marshaling of any claim, set-off assets and liabilities or other rights that any Loan Party may have at any time against any other Loan Partysimilar proceeding affecting, the Lender, any Affiliate of the Lender Guarantor or any other Person, whether in connection herewith or any unrelated transactions;of its assets; or (f) any invalidity or unenforceability relating to or against any other Loan Party for any reason of any agreement or instrument evidencing or relating to any of the Guaranteed Obligations, or any provision of applicable law or regulation purporting to prohibit the payment by any Loan Party of any of the Guaranteed Obligations; or (g) any other act or omission of any kind by any other Loan Party, the Lender or any other Person or any other circumstance whatsoever that might, but for the provisions of this Article, circumstances which might otherwise constitute a legal or equitable discharge of any Guarantor’s obligations under this Section other than the irrevocable payment in full of all Guaranteed Obligationsa guarantor or surety.

Guaranty Unconditional. The obligations of the Guarantors Borrower under this Article IX shall be unconditional and absolute and, without limiting the generality of the foregoing shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the following: (a) any extension, renewal, settlement, compromise, waiver or release in respect to the Borrower Guaranteed Obligations under any agreement or instrument, by operation of law or otherwise; (b) any modification or amendment of or supplement to this Agreement, any Note, any other Loan Document, or any agreement or instrument evidencing or relating to any Company Guaranteed Obligation; (c) any release, non-perfection or invalidity of any direct or indirect security for the Borrower Guaranteed Obligations under any agreement or instrument evidencing or relating to any Borrower Guaranteed Obligations; (d) any change in the corporate existence, structure or ownership of any Loan Credit Party or other Subsidiary or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Credit Party or other Subsidiary or its assets or any resulting release or discharge of any obligation of any Loan Credit Party or other Subsidiary contained in any agreement or instrument evidencing or relating to any of the Borrower Guaranteed Obligations; (e) the existence of any claim, set-off or other rights that any Loan Party which the Borrower may have at any time against any other Loan Credit Party, the Administrative Agent, any Lender, any Affiliate of the any Lender or any other Person, whether in connection herewith or any unrelated transactions; (f) any invalidity or unenforceability relating to or against any other Loan Credit Party for any reason of any agreement or instrument evidencing or relating to any of the Borrower Guaranteed Obligations, or any provision of applicable law or regulation purporting to prohibit the payment by any Loan Credit Party of any of the Borrower Guaranteed Obligations; or (g) any other act or omission of any kind by any other Loan Credit Party, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever that which might, but for the provisions of this Article, constitute a legal or equitable discharge of any Guarantor’s the Borrower's obligations under this Section other than the irrevocable payment in full of all Borrower Guaranteed Obligations.

Guaranty Unconditional. The obligations of the Guarantors Borrower under this Article IX shall be irrevocable, unconditional and absolute and, without limiting the generality of the foregoing shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the following: (a) any extension, renewal, settlement, compromise, waiver or release in respect to the Borrower Guaranteed Obligations under any agreement or instrument, by operation of law or otherwise; (b) any modification or amendment of or supplement to this Agreement, any Note, any other Loan Document, or any agreement or instrument evidencing or relating to any the Borrower Guaranteed ObligationObligations; (c) any release, non-perfection or invalidity of any direct or indirect security for the Borrower Guaranteed Obligations under any agreement or instrument evidencing or relating to any of the Borrower Guaranteed Obligations; (d) any change in the corporate existence, structure or ownership of any Loan Party or other Subsidiary or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Party or other Subsidiary or its assets or any resulting release or discharge of any obligation of any Loan Party or other Subsidiary contained in any agreement or instrument evidencing or relating to any of the Borrower Guaranteed Obligations; (e) the existence of any claim, set-off or other rights that any Loan Party which the Borrower may have at any time against any other Loan Party, the Administrative Agent, any Lender, any Affiliate of the any Lender or any other Person, whether in connection herewith or any unrelated transactions; (f) any invalidity or unenforceability relating to or against any other Loan Party for any reason of any agreement or instrument evidencing or relating to any of the Borrower Guaranteed Obligations, or any provision of applicable law or regulation purporting to prohibit the payment by any Loan Party of any of the Borrower Guaranteed Obligations, or any decree or order prohibiting any Loan Party from paying, or releasing or discharging the obligation of any Loan Party to pay, any of the Borrower Guaranteed Obligations; or (g) any other act or omission of any kind by any other Loan Party, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever that which might, but for the provisions of this Article, constitute a legal or equitable discharge of any Guarantorthe Borrower’s obligations under this Section Section, all of which the Borrower hereby unconditionally waives to the fullest extent permitted by law, other than the irrevocable payment in full of all Borrower Guaranteed ObligationsObligations (other than amounts in respect of indemnification, expense reimbursement, yield protection or tax gross-up and contingent obligations, in each case that are owing and with respect to which not claim has been made).

Guaranty Unconditional. The obligations of the Guarantors under this Article IX Company hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing foregoing, shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the followingby: (a) any extension, renewal, settlement, compromise, waiver or release in respect to the Guaranteed Obligations of any obligation of any Eligible Subsidiary under this Agreement or any agreement or instrumentNote, by operation of law or otherwise; (b) any modification or amendment of or supplement to this Agreement, Agreement or any Note, any other Loan Document, or any agreement or instrument evidencing or relating to any Guaranteed Obligation; (c) any release, impairment, non-perfection or invalidity of any direct or indirect security for the Guaranteed Obligations any obligation of any Eligible Subsidiary under this Agreement or any agreement or instrument evidencing or relating to any Guaranteed ObligationsNote; (d) any change in the corporate existence, structure or ownership of any Loan Party or other Subsidiary Eligible Subsidiary, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Party or other Eligible Subsidiary or its assets or any resulting release or discharge of any obligation of any Loan Party or other Eligible Subsidiary contained in this Agreement or any agreement or instrument evidencing or relating to any of the Guaranteed ObligationsNote; (e) the existence of any claim, set-off or other rights that any Loan Party which the Company may have at any time against any other Loan PartyEligible Subsidiary, the LenderAdministrative Agent, any Affiliate of the Lender or any other Person, whether in connection herewith or any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (f) any invalidity or unenforceability relating to or against any other Loan Party Eligible Subsidiary for any reason of this Agreement or any agreement or instrument evidencing or relating to any of the Guaranteed ObligationsNote, or any provision of applicable law or regulation purporting to prohibit the payment by any Loan Party of any Eligible Subsidiary of the Guaranteed Obligationsprincipal of or interest on any Note or any other amount payable by it under this Agreement; or (g) any other act or omission to act or delay of any kind by any other Loan PartyEligible Subsidiary, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever that which might, but for the provisions of this Articleparagraph, constitute a legal or equitable discharge of any Guarantoror defense to the Company’s obligations under this Section other than the irrevocable payment in full of all Guaranteed Obligationshereunder.

Guaranty Unconditional. The obligations of the Guarantors Parent Borrower under this Article IX XI shall be unconditional unconditional, absolute and absolute irrevocable and, without limiting the generality of the foregoing foregoing, shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the followingby: (a) any extension, renewal, settlement, compromise, waiver or release in respect to the Guaranteed Obligations of any obligation of any other obligor under any agreement or instrumentof the Credit Documents, by operation of law or otherwise; (b) any modification or amendment of or supplement to this Agreement, any Note, any other Loan Document, or any agreement or instrument evidencing or relating to any Guaranteed Obligationof the Credit Documents; (c) any release, non-perfection perfection, invalidity or invalidity impairment of any direct or indirect security for the Guaranteed Obligations any obligation of any other obligor under any agreement or instrument evidencing or relating to any Guaranteed Obligationsof the Credit Documents; (d) any change in the corporate existence, structure or ownership of any Loan Party or other Subsidiary obligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Party or other Subsidiary obligor or its assets or any resulting release or discharge of any obligation of any Loan Party or other Subsidiary obligor contained in any agreement or instrument evidencing or relating to any of the Guaranteed ObligationsCredit Documents; (e) the existence of any claim, set-off setoff or other rights that which any Loan Party obligor may have at any time against any other Loan Partyobligor, the LenderPrimary Administrative Agent, the Backup Administrative Agent, any Affiliate of the Lender or any other Person, whether in connection herewith with any of the Credit Documents or any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (f) any invalidity or unenforceability relating to or against any other Loan Party obligor for any reason of any agreement or instrument evidencing or relating to any of the Guaranteed ObligationsCredit Documents, or any provision of applicable law or regulation purporting to prohibit the payment by any Loan Party other obligor of principal, interest or any other amount payable under any of the Guaranteed ObligationsCredit Documents; (g) any law, regulation or order of any jurisdiction, or any other event, affecting any term of any Obligation or the Lenders’ rights with respect thereto; or (gh) any other act or omission to act or delay of any kind by any other Loan Partyobligor, the Primary Administrative Agent, the Backup Administrative Agent, any Lender or any other Person or any other circumstance whatsoever that (other than the defense of payment) which might, but for the provisions of this Articleparagraph, constitute a legal or equitable discharge of any Guarantoror defense to the Parent Borrower’s obligations under this Section other than the irrevocable payment in full of all Guaranteed ObligationsArticle XI.

Guaranty Unconditional. The Until such time as this Guaranty shall terminate as provided herein, the obligations of the Guarantors under Guarantor as provided and limited by this Article IX shall be unconditional Guaranty are continuing, absolute and absolute andunconditional, without irrespective of any circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a guarantor or surety. Without limiting the generality of the foregoing foregoing, the obligations of Guarantor hereunder shall remain in full force and effect without regard to, and shall not be released, discharged or otherwise in any way affected by the occurrence, one or more times, of any of the followingby: (a) any extensionamendment, renewal, settlement, compromise, waiver modification or release in respect supplement to the Guaranteed Obligations under Affiliate Security Instruments, the Affiliate Notes or any agreement or instrument, by operation of law or otherwisethe other Affiliate Loan Documents; (b) any modification exercise or amendment nonexercise of or supplement to delay in exercising any right, remedy, power or privilege under or in respect of this AgreementGuaranty, any NoteAffiliate Loan Documents, any other Loan Documentthe Junior Security Instrument, or any agreement other loan document entered into by Guarantor or instrument evidencing Affiliate Borrowers with or relating to in favor of Lender (even if any Guaranteed Obligationsuch right, remedy, power or privilege shall be lost thereby), or any waiver, consent, indulgence or other action or inaction in respect thereof; (c) any releasebankruptcy, non-perfection or invalidity of any direct or indirect security reorganization, insolvency, arrangement, composition, assignment for the Guaranteed Obligations under benefit of creditors or similar proceeding commenced by or against Affiliate Borrower or Guarantor or any agreement discharge, limitation, modification or instrument evidencing release of liability of Affiliate Borrower or relating to any Guaranteed ObligationsGuarantor by virtue of such proceedings; (d) any change in the corporate existencefailure to perfect or continue perfection of, structure or ownership of any Loan Party or other Subsidiary or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Party or other Subsidiary or its assets or any resulting release or discharge of any obligation of any Loan Party or other Subsidiary contained waiver of, rights given to Lender in any agreement or instrument evidencing or relating to property owned by Affiliate Borrowers as security for the performance of any of the Guaranteed Obligationsobligations under any of the Affiliate Loan Documents; (e) the existence any extension of time for payment or performance of any claim, set-off or other rights that any Loan Party may have at any time against any other Loan Party, the Lender, any Affiliate of the Lender or any other Person, whether in connection herewith or any unrelated transactionsobligations under the Affiliate Loan Documents; (f) any invalidity the genuineness, validity or unenforceability relating to or against any other Loan Party for any reason of any agreement or instrument evidencing or relating to any enforceability of the Guaranteed Obligations, or any provision of applicable law or regulation purporting to prohibit the payment by any Affiliate Loan Party of any of the Guaranteed Obligations; orDocuments; (g) any other act limitation of liability of Affiliate Borrowers, or omission of any kind or all of the holders of ownership interests in Affiliate Borrowers, contained in any of the Affiliate Loan Documents; (h) any defense that may arise by reason of the failure of Lender to file or enforce a claim against the estate of any Affiliate Borrower in any bankruptcy or other proceeding; (i) any voluntary or involuntary liquidation, dissolution, sale of all or substantially all of the property of, or any marshaling of assets and liabilities or other similar proceeding affecting, Affiliate Borrowers or Guarantor or any of its assets; (j) the release of any Affiliate Borrower, or Guarantor, from performance or observance of any of the agreements, covenants, terms or conditions contained in the Affiliate Loan Documents by operation of law; (k) the failure of Lender to keep Guarantor advised of any Affiliate Borrower’s financial condition, regardless of the existence of any duty to do so but not in any way implying any obligation contractual or otherwise to do so; (l) any sale or other transfer of any of the property owned by Affiliate Borrower, or any part thereof, or any foreclosure by Lender on any such property of Affiliate Borrower or any part thereof; (m) any counterclaim, recoupment, set-off, reduction or defense used in any claim Guarantor may assert or now or hereafter have against the Lender, Affiliate Borrower or Guarantor; or (n) any other Loan Party, the Lender or any other Person or any other circumstance whatsoever that might, but for the provisions of this Article, circumstances which might otherwise constitute a legal or equitable discharge of a guarantor or surety. No set-off, claim, reduction or diminution of any Guarantor’s obligations under this Section other than the irrevocable payment obligation, or any defense of any kind or nature which any Affiliate Borrower or Guarantor now has or hereafter may have against Lender, shall be available hereunder to Guarantor against Lender. Guarantor acknowledges that Lender may agree that it shall not in full any foreclosure proceeding in respect of all Guaranteed Obligationsor any portion of any property owned by any Affiliate Borrower seek or obtain a deficiency judgment against any Affiliate Borrower, and that the obligations of Guarantor shall in no way be diminished or otherwise affected by the failure to seek or obtain a deficiency judgment.

Guaranty Unconditional. The obligations of the Guarantors Borrower under this Article IX X shall be unconditional and absolute and, without limiting the generality of the foregoing shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the following: (a) any extension, renewal, settlement, compromise, waiver or release (other than a waiver or release of the entire amount of the Borrower Guaranteed Obligations in connection with the termination in full of the Commitments and the repayment in full of the Loans and all interest, Fees and all other Obligations incurred hereunder and under the other Loan Documents (other than contingent indemnification obligations, unasserted expense reimbursement obligations and Letters of Credit that have been Cash Collateralized or backstopped) concurrently with the termination of the Loan Documents) in respect to the Borrower Guaranteed Obligations under any agreement or instrument, by operation of law or otherwise; (b) any modification or amendment of or supplement to this Agreement, any Note, any other Loan Document, or any agreement or instrument evidencing or relating to any Borrower Guaranteed Obligation; (c) any release, non-perfection or invalidity of any direct or indirect security for the Borrower Guaranteed Obligations under any agreement or instrument evidencing or relating to any Borrower Guaranteed Obligations; (d) any change in the corporate existence, structure or ownership of any Loan Credit Party or other Subsidiary or any insolvency, bankruptcy, reorganization or other similar proceeding (including under any Debtor Relief Law) affecting any Loan Credit Party or other Subsidiary or its assets or any resulting release or discharge of any obligation of any Loan Credit Party or other Subsidiary contained in any agreement or instrument evidencing or relating to any of the Borrower Guaranteed Obligations; (e) the existence of any claim, set-off or other rights that any Loan Party the Borrower may have at any time against any other Loan Credit Party, the Administrative Agent, any Lender, any Affiliate of the any Lender or any other Person, whether in connection herewith or any unrelated transactions; (f) any invalidity or unenforceability relating to or against any other Loan Credit Party for any reason of any agreement or instrument evidencing or relating to any of the Borrower Guaranteed Obligations, or any provision of applicable law or regulation purporting to prohibit the payment by any Loan Credit Party of any of the Borrower Guaranteed Obligations; or (g) any other act or omission of any kind by any other Loan Credit Party, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever that might, but for the provisions of this Article, constitute a legal or equitable discharge of any Guarantorthe Borrower’s obligations under this Section other than the irrevocable payment in full of all Borrower Guaranteed Obligations.

Guaranty Unconditional. The obligations of the Guarantors Everest Group under this Article IX XII shall be unconditional unconditional, absolute and absolute irrevocable and, without limiting the generality of the foregoing foregoing, shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the followingby: (ai) any extension, renewal, settlement, compromise, waiver or release (including with respect to any Collateral) in respect to the Guaranteed Obligations of any obligation of any other obligor under any agreement or instrumentof the Credit Documents, by operation of law or otherwise; (bii) any modification or amendment of or supplement to this Agreement, any Note, any other Loan Document, or any agreement or instrument evidencing or relating to any Guaranteed Obligationof the Credit Documents; (ciii) any release, non-perfection or invalidity of any direct or indirect security for the Guaranteed Obligations any obligation of any other obligor under any agreement or instrument evidencing or relating to any Guaranteed Obligationsof the Credit Documents; (div) any change in the corporate existence, structure or ownership of any Loan Party or other Subsidiary obligor, or any insolvency, bankruptcy, reorganization or other similar proceeding under any Debtor Relief Law affecting any Loan Party or other Subsidiary obligor or its assets or any resulting release or discharge of any obligation of any Loan Party or other Subsidiary obligor contained in any agreement or instrument evidencing or relating to any of the Guaranteed ObligationsCredit Documents; (ev) the existence of any claim, set-off or other rights that which any Loan Party obligor may have at any time against any other Loan Partyobligor, the Administrative Agent, the Issuing Lender, any Affiliate of the Lender or any other Personcorporation or person, whether in connection herewith with any of the Credit Documents or any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (fvi) any invalidity or unenforceability relating to or against any other Loan Party obligor for any reason of any agreement or instrument evidencing or relating to any of the Guaranteed ObligationsCredit Documents, or any provision of applicable law or regulation purporting to prohibit the payment by any Loan Party other obligor of principal, interest or any other amount payable under any of the Guaranteed ObligationsCredit Documents; (vii) any law, regulation or order of any jurisdiction, or any other event, affecting any term of any obligation or the Lenders’ rights with respect thereto; or (gviii) any other act or omission to act or delay of any kind by any other Loan Partyobligor, the Administrative Agent, the Issuing Lender, any Lender or any other Person corporation or person or any other circumstance whatsoever that (other than the defense of payment) which might, but for the provisions of this Articleparagraph, constitute a legal or equitable discharge of any Guarantoror defense to Everest Group’s obligations under this Section other than the irrevocable payment in full of all Guaranteed ObligationsArticle XII.

Guaranty Unconditional. The obligations of the Guarantors Borrowers under this Article IX X shall be unconditional and absolute and, without limiting the generality of the foregoing shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the following: (a) any extension, renewal, settlement, compromise, waiver or release in respect to the Borrower Guaranteed Obligations under any agreement or instrument, by operation of law or otherwiseotherwise (except to the extent of any such settlement, compromise, waiver or release); (b) any modification or amendment of or supplement to this Agreement, any Note, any other Loan Document, or any agreement or instrument evidencing or relating to any Borrower Guaranteed ObligationObligation (except to the extent of such modification, amendment or supplement); (c) any release, non-perfection or invalidity of any direct or indirect security for the Borrower Guaranteed Obligations under any agreement or instrument evidencing or relating to any Borrower Guaranteed Obligations; (d) any change in the corporate existence, structure or ownership of any Loan Credit Party or other Subsidiary or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Credit Party or other Subsidiary or its assets or any resulting release or discharge of any obligation of any Loan Credit Party or other Subsidiary contained in any agreement or instrument evidencing or relating to any of the Borrower Guaranteed Obligations; (e) the existence of any claim, set-off or other rights (other than the defense of payment) that any Loan Party such Borrower may have at any time against any other Loan Credit Party, the any Agent, any Lender, any Affiliate of the any Lender or any other Person, whether in connection herewith or any unrelated transactions; (f) any invalidity or unenforceability relating to or against any other Loan Credit Party for any reason of any agreement or instrument evidencing or relating to any of the Borrower Guaranteed Obligations, or any provision of applicable law or regulation purporting to prohibit the payment by any Loan Credit Party of any of the Borrower Guaranteed Obligations; or (g) any other act or omission of any kind by any other Loan Credit Party, the any Agent, any Lender or any other Person or any other circumstance whatsoever that might, but for the provisions of this ArticleArticle X, constitute a legal or equitable discharge of any Guarantorsuch Borrower’s obligations under this Section other than the irrevocable payment in full of all Borrower Guaranteed Obligations.

Guaranty Unconditional. The Subject to Section 9 hereof, the obligations of the Guarantors under this Article IX each Subsidiary Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing foregoing, shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the followingby: (ai) any extension, renewal, settlement, compromise, waiver or release in respect to of any of the Guaranteed Obligations under any agreement or instrumentObligations, by operation of 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; (bii) any modification or amendment of or supplement to this Agreement, any the Credit Agreement or the Note, any other Loan Document, or any agreement or instrument evidencing or relating to any Guaranteed Obligation; (ciii) 9; any release, non-perfection nonperfection or invalidity of any direct or indirect security for any obligation of the Guaranteed Obligations Company under the Credit Agreement or the Note or any agreement or instrument evidencing or relating to obligation of any other guarantor of any of the Guaranteed Obligations; (div) any change in the corporate existence, structure or ownership of the Company or any Loan Party or other Subsidiary guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or any Loan Party other guarantor of the Guaranteed Obligations, or other Subsidiary or its the assets of any of the foregoing, or any resulting release or discharge of any obligation of the Company or any Loan Party or other Subsidiary contained in any agreement or instrument evidencing or relating to guarantor of any of the Guaranteed Obligations; (ev) the existence of any claim, set-off setoff or other rights that any Loan Party right which such Subsidiary Guarantor may have at any time against the Company, any other Loan Partyguarantor of any of the Guaranteed Obligations, the Lender, any Affiliate of the Lender Bank or any other Person, whether in connection herewith or any unrelated transactionstransaction; (fvi) any invalidity or unenforceability relating to or against the Company, or any other Loan Party for any reason guarantor of any agreement or instrument evidencing or relating to any of the Guaranteed Obligations, for any reason related to the Credit Agreement or the Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Company, or any Loan Party of any other guarantor of the Guaranteed Obligations, of the principal of or interest on the Note or any other amount payable by the Company under the Credit Agreement or the Note; or (gvii) any other act or omission to act or delay of any kind by the Company, any other Loan Partyguarantor of the Guaranteed Obligations, the Lender Bank or any other Person or any other circumstance whatsoever that which might, but for the provisions of this Articleparagraph, constitute a legal or equitable discharge of any such Subsidiary Guarantor’s 's obligations under this Section other than the irrevocable payment in full of all Guaranteed Obligationshereunder.

Guaranty Unconditional. The obligations of the Guarantors under this Article IX Company hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing foregoing, shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the followingby: (ai) any extension, renewal, settlement, compromise, waiver or release in respect to the Guaranteed Obligations of any obligation of any Eligible Subsidiary under this Agreement or any agreement or instrumentNote, by operation of law or otherwise; (bii) any modification or amendment of or supplement to this Agreement, Agreement or any Note, any other Loan Document, or any agreement or instrument evidencing or relating to any Guaranteed Obligation; (ciii) any release, impairment, non-perfection or invalidity of any direct or indirect security for the Guaranteed Obligations any obligation of any Eligible Subsidiary under this Agreement or any agreement or instrument evidencing or relating to any Guaranteed ObligationsNote; (div) any change in the corporate existence, structure or ownership of any Loan Party or other Subsidiary Eligible Subsidiary, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Party or other Eligible Subsidiary or its assets assets, or any resulting resultant release or discharge of any obligation the obligations of any Loan Party Eligible Subsidiary hereunder or other Subsidiary contained in under any agreement or instrument evidencing or relating to any of the Guaranteed ObligationsNote; (ev) the existence of any claim, set-off or other rights that any Loan Party which the Company may have at any time against 51 152 any other Loan PartyEligible Subsidiary, the LenderAgent, any Affiliate of the Lender Bank or any other Person, whether in connection herewith or any unrelated transactions, PROVIDED that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (fvi) any invalidity or unenforceability relating to or against any other Loan Party Eligible Subsidiary for any reason of this Agreement or any agreement or instrument evidencing or relating to any of the Guaranteed ObligationsNote, or any provision of applicable law or regulation purporting to prohibit the payment by any Loan Party of any Eligible Subsidiary of the Guaranteed Obligationsprincipal of or interest on any Note or any other amount payable by it under this Agreement; or (gvii) any other act or omission to act or delay of any kind by any other Loan PartyEligible Subsidiary, the Lender Agent, any Bank or any other Person or any other circumstance whatsoever that which might, but for the provisions of this Articleparagraph, constitute a legal or equitable discharge of any Guarantor’s or defense to the Company's obligations under this Section other than the irrevocable payment in full of all Guaranteed Obligationshereunder.

Guaranty Unconditional. The obligations of the Guarantors under this Article IX Guaranteed Obligations shall be unconditional and absolute and, without limiting the generality of the foregoing foregoing, (other than in connection with a Discharge of Obligations (as defined in the Security Agreement)) shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the followingby: (a) any extension, renewal, settlement, compromise, waiver or release in respect to of any obligations of any Note Party under the Guaranteed Obligations Note Documents and/or any Commitments under any agreement or instrumentthe Note Documents, by operation of law or otherwiseotherwise (other than with respect to any such extension, renewal, settlement, compromise, waiver or release agreed in accordance with the terms hereunder as expressly applying to the Guaranteed Obligations); (b) any modification or amendment of or supplement to this Agreement, any Note, Agreement or any other Loan Document, or any agreement or instrument evidencing or relating Note Document (other than with respect to any modification, amendment or supplement agreed in accordance with the terms hereunder as expressly applying to the Guaranteed ObligationObligations); (c) any release, non-failure to perfect or continue perfection or invalidity of a security interest in any direct or indirect security for the Guaranteed Obligations under any agreement or instrument evidencing or relating to any Guaranteed ObligationsCollateral; (d) any change in the corporate existence, structure or ownership of any Loan Party or other Subsidiary Gauzy Company or any insolvencyother Person, bankruptcy, reorganization or other similar proceeding affecting any Loan Party or other Subsidiary or its assets or any resulting release event of the type described in Sections 5.01, 6.01 or discharge of any obligation of any Loan Party or other Subsidiary contained in any agreement or instrument evidencing or relating 6.07 with respect to any of the Guaranteed ObligationsPerson; (e) the existence of any claim, set-off or other rights that any Loan Party the Guarantors may have at any time against any other Loan Note Party, the Lender, any Affiliate of the Lender Secured Party or any other PersonPerson (except for the defense that the Guaranteed Obligations have been paid), whether in connection herewith or with any unrelated transactions; (f) any invalidity or unenforceability relating to or against any other Loan Note Party for any reason of any agreement or instrument evidencing or relating to any of the Guaranteed ObligationsNote Document, or any provision of applicable law or regulation Applicable Law purporting to prohibit the payment performance by any Loan Note Party of any of its obligations under the Note Documents (other than any such invalidity or unenforceability with respect solely to the Guaranteed Obligations); or (g) any other act or omission to act or delay of any kind by any other Loan Note Party, the Lender any Secured Party or any other Person or any other circumstance whatsoever that might, but for the provisions of this ArticleSection 9.02, constitute a legal or equitable discharge of the obligations of any Guarantor’s obligations Note Party under the Note Documents. It is expressly agreed that the Israeli Guarantee Law, 5727-1967 (the “Israeli Guarantee Law”) shall not apply to this Section Agreement or to any Note Document. However, should the Israeli Guarantee Law for any reason be deemed to apply to this Agreement or to any Note Document, the Company hereby irrevocably and unconditionally waives all rights and defenses that may have been available to it under the Israeli Guarantee Law, provided that the forgoing shall not in any way affect or constitute a waiver by any Note Party of any rights or defenses available to the Company under the terms of this Agreement or the laws of the State of New York after giving effect to the other than the irrevocable payment in full provisions of all Guaranteed Obligationsthis Article IX.

Guaranty Unconditional. The obligations of the Guarantors Company under this Article IX Section 11 [Guaranty] shall be unconditional and absolute and, without limiting the generality of the foregoing foregoing, shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the following: (a) 11.3.1 any extension, renewal, settlement, compromise, waiver or release in respect to the any Company Guaranteed Obligations Obligation under any agreement or instrument, by operation of law or otherwise; (b) 11.3.2 any modification or amendment of or supplement to this Agreement, any Note, any other Loan Document, or any agreement or instrument evidencing or relating to any Company Guaranteed Obligation; (c) 11.3.3 any release, non-perfection or invalidity of any direct or indirect security for the any Company Guaranteed Obligations Obligation under any agreement or instrument evidencing or relating to any Company Guaranteed ObligationsObligation; (d) 11.3.4 any change in the corporate or limited liability company existence, structure or ownership of any Loan Party the Foreign Borrower or other Consolidated Subsidiary or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Party the Foreign Borrower or other Consolidated Subsidiary or its assets or any resulting release or discharge of any obligation of any Loan Party the Foreign Borrower or other Consolidated Subsidiary contained in any agreement or instrument evidencing or relating to any of the Company Guaranteed ObligationsObligation; (e) 11.3.5 the existence of any claim, set-off or other rights that any Loan Party which the Company may have at any time against any other Loan Partythe Foreign Borrower, the Administrative Agent, any Lender, any Affiliate of the any Lender or any other Personperson, whether in connection herewith or any unrelated transactions; (f) 11.3.6 any invalidity or unenforceability relating to or against any other Loan Party the Foreign Borrower for any reason of any agreement or instrument evidencing or relating to any of the Company Guaranteed ObligationsObligation, or any provision of applicable law or regulation purporting to prohibit the payment by any Loan Party the Foreign Borrower of any of the Company Guaranteed Obligations; or (g) 11.3.7 any other act or omission of any kind by any other Loan Partythe Foreign Borrower, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever that which might, but for the provisions of this ArticleSection, constitute a legal or equitable discharge of any Guarantorthe Company’s obligations under this Section other than the irrevocable payment in full of all Company Guaranteed ObligationsObligations and the termination of the Commitments hereunder.

Guaranty Unconditional. The obligations of the Guarantors U.S. Borrower under this Article IX X shall be unconditional and absolute and, without limiting the generality of the foregoing shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the following: (a) any extension, renewal, settlement, compromise, waiver or release (other than a waiver or release of the entire amount of the U.S. Borrower Guaranteed Obligations in connection with the termination in full of the Commitments and the repayment in full of the Loans and all interest, Fees and all other Obligations incurred hereunder and under the other Loan Documents (other than contingent indemnification obligations, unasserted expense reimbursement obligations and Letters of Credit that have been Cash Collateralized or backstopped) concurrently with the termination of the Loan Documents) in respect to the U.S. Borrower Guaranteed Obligations under any agreement or instrument, by operation of law or otherwise; (b) any modification or amendment of or supplement to this Agreement, any Note, any other Loan Document, or any agreement or instrument evidencing or relating to any Borrower Guaranteed Obligation; (c) any release, non-perfection or invalidity of any direct or indirect security for the U.S. Borrower Guaranteed Obligations under any agreement or instrument evidencing or relating to any U.S. Borrower Guaranteed Obligations; (d) any change in the corporate existence, structure or ownership of any Loan Credit Party or other Subsidiary or any insolvency, bankruptcy, reorganization or other similar proceeding (including under any -221- Debtor Relief Law) affecting any Loan Credit Party or other Subsidiary or its assets or any resulting release or discharge of any obligation of any Loan Credit Party or other Subsidiary contained in any agreement or instrument evidencing or relating to any of the U.S. Borrower Guaranteed Obligations; (e) the existence of any claim, set-off or other rights that any Loan Party the U.S. Borrower may have at any time against any other Loan Credit Party, the Administrative Agent, any Lender, any Affiliate of the any Lender or any other Person, whether in connection herewith or any unrelated transactions; (f) any invalidity or unenforceability relating to or against any other Loan Credit Party for any reason of any agreement or instrument evidencing or relating to any of the U.S. Borrower Guaranteed Obligations, or any provision of applicable law or regulation purporting to prohibit the payment by any Loan Credit Party of any of the U.S. Borrower Guaranteed Obligations; or (g) any other act or omission of any kind by any other Loan Credit Party, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever that might, but for the provisions of this Article, constitute a legal or equitable discharge of any Guarantorthe U.S. Borrower’s obligations under this Section other than the irrevocable payment in full of all U.S. Borrower Guaranteed Obligations.

Guaranty Unconditional. The obligations of the Guarantors under this Article IX Company hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing foregoing, shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the followingby: (a) any extension, renewal, settlement, compromise, waiver or release in respect to the Guaranteed Obligations of any obligation of any Eligible Subsidiary under this Agreement or any agreement or instrumentNote, by operation of law or otherwise; (b) any modification or amendment of or supplement to this Agreement, Agreement or any Note, any other Loan Document, or any agreement or instrument evidencing or relating to any Guaranteed Obligation; (c) any release, impairment, non-perfection or invalidity of any direct or indirect security for the Guaranteed Obligations any obligation of any Eligible Subsidiary under this Agreement or any agreement or instrument evidencing or relating to any Guaranteed ObligationsNote; (d) any change in the corporate existence, structure or ownership of any Loan Party or other Subsidiary Eligible Subsidiary, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Party or other Eligible Subsidiary or its assets or any resulting release or discharge of any obligation of any Loan Party or other Eligible Subsidiary contained in this Agreement or any agreement or instrument evidencing or relating to any of the Guaranteed ObligationsNote; (e) the existence of any claim, set-off or other rights that any Loan Party which the Company may have at any time against any other Loan PartyEligible Subsidiary, the LenderAdministrative Agent, any Affiliate of the Lender Bank or any other Person, whether in connection herewith or any unrelated transactions; provided that nothing herein shall -------- prevent the assertion of any such claim by separate suit or compulsory counterclaim; (f) any invalidity or unenforceability relating to or against any other Loan Party Eligible Subsidiary for any reason of this Agreement or any agreement or instrument evidencing or relating to any of the Guaranteed ObligationsNote, or any provision of applicable law or regulation purporting to prohibit the payment by any Loan Party of any Eligible Subsidiary of the Guaranteed Obligationsprincipal of or interest on any Note or any other amount payable by it under this Agreement; or (g) any other act or omission to act or delay of any kind by any other Loan PartyEligible Subsidiary, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever that which might, but for the provisions of this Articleparagraph, constitute a legal or equitable discharge of any Guarantor’s the Company's obligations under this Section other than the irrevocable payment in full of all Guaranteed Obligationshereunder.

Guaranty Unconditional. The obligations of the Guarantors under this Article IX Company hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing foregoing, shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the followingby: (a) any extension, renewal, settlement, compromise, waiver or release in respect to the Guaranteed Obligations of any obligation of any Eligible Subsidiary under this Agreement or any agreement or instrumentNote, by operation of law or otherwise; (b) any modification or amendment of or supplement to this Agreement, Agreement or any Note, any other Loan Document, or any agreement or instrument evidencing or relating to any Guaranteed Obligation; (c) any release, impairment, non-perfection or invalidity of any direct or indirect security for the Guaranteed Obligations any obligation of any Eligible Subsidiary under this Agreement or any agreement or instrument evidencing or relating to any Guaranteed ObligationsNote; (d) any change in the corporate existence, structure or ownership of any Loan Party or other Subsidiary Eligible Subsidiary, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Party or other Eligible Subsidiary or its assets or any resulting release or discharge of any obligation of any Loan Party or other Eligible Subsidiary contained in this Agreement or any agreement or instrument evidencing or relating to any of the Guaranteed ObligationsNote; (e) the existence of any claim, set-off or other rights that any Loan Party which the Company may have at any time against any other Loan PartyEligible Subsidiary, the LenderAdministrative Agent, any Affiliate of the Lender or any other Person, whether in connection herewith or any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (f) any invalidity or unenforceability relating to or against any other Loan Party Eligible Subsidiary for any reason of this Agreement or any agreement or instrument evidencing or relating to any of the Guaranteed ObligationsNote, or any provision of applicable law or regulation purporting to prohibit the payment by any Loan Party of any Eligible Subsidiary of the Guaranteed Obligationsprincipal of or interest on any Note or any other amount payable by it under this Agreement; or (g) any other act or omission to act or delay of any kind by any other Loan PartyEligible Subsidiary, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever that which might, but for the provisions of this Articleparagraph, constitute a legal or equitable discharge of any Guarantorthe Company’s obligations under this Section other than the irrevocable payment in full of all Guaranteed Obligationshereunder.

Guaranty Unconditional. The obligations of the Guarantors under this Article IX Company hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing foregoing, shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the followingby: (a) any extension, renewal, settlement, compromise, waiver or release in respect to the Guaranteed Obligations of any obligation of any Eligible Subsidiary under this Agreement, any agreement other Loan Document or instrumentany Note, by operation of law or otherwise; (b) any modification or amendment of or supplement to this Agreement, any Note, any other Loan Document, Document or any agreement or instrument evidencing or relating to any Guaranteed ObligationNote; (c) any release, impairment, non-perfection or invalidity of any direct or indirect security for the Guaranteed Obligations any obligation of any Eligible Subsidiary under this Agreement, any agreement other Loan Document or instrument evidencing or relating to any Guaranteed ObligationsNote; (d) any change in the corporate existence, structure or ownership of any Loan Party or other Subsidiary Eligible Subsidiary, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Party or other Eligible Subsidiary or its assets or any resulting release or discharge of any obligation of any Loan Party or other Eligible Subsidiary contained in this Agreement, any agreement other Loan Document or instrument evidencing or relating to any of the Guaranteed ObligationsNote; (e) the existence of any claim, set-off or other rights that any Loan Party which the Company may have at any time against any other Loan Party, the LenderEligible Subsidiary, any Affiliate of the Lender Agent, any Bank or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (f) any invalidity or unenforceability relating to or against any other Loan Party Eligible Subsidiary for any reason of this Agreement, any agreement other Loan Document or instrument evidencing or relating to any of the Guaranteed ObligationsNote, or any provision of applicable law or regulation Regulation purporting to prohibit the payment by any Loan Party of any Eligible Subsidiary of the Guaranteed Obligationsprincipal of or interest on any Note or any other amount payable by it under any Loan Document; or (g) any other act or omission to act or delay of any kind by any other Loan PartyEligible Subsidiary, the Lender any Agent, any Bank or any other Person or any other circumstance whatsoever that which might, but for the provisions of this Articleparagraph, constitute a legal or equitable discharge of any Guarantor’s the Company=s obligations under this Section other than the irrevocable payment in full of all Guaranteed Obligationshereunder.

Guaranty Unconditional. The obligations of the Guarantors Parent under this Article IX shall Section 13shall be irrevocable, unconditional and absolute and, without limiting the generality of the foregoing foregoing, shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the following: by: (a) any extension, renewal, settlement, compromise, waiver or release in respect to of any obligation of the Guaranteed Obligations Company or any Subsidiary Guarantor under this Agreement, any agreement other Loan Document or instrumentany applicable Hedging Agreement, by operation of law or otherwise; otherwise (other than payment in full of the Guaranteed Obligations); (b) any modification or amendment of or supplement to this Agreement, any Note, any other Loan Document, Document or any agreement or instrument evidencing or relating to any Guaranteed Obligation; applicable Hedging Agreement; (c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Guaranteed Obligations Company under this Agreement, any agreement other Loan Document or instrument evidencing or relating to any Guaranteed Obligations; applicable Hedging Agreement; (d) any change in the corporate existence, structure or ownership of any Loan Party or other Subsidiary the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Party or other Subsidiary the Company or its assets or any resulting release or discharge of any obligation of any Loan Party or other Subsidiary the Company contained in this Agreement, any agreement other Loan Document or instrument evidencing or relating to any applicable Hedging Agreement (other than payment in full of the Guaranteed Obligations; ); (e) the existence of any claim, set-off or other rights that any Loan Party right which the Parent may have at any time against any other Loan Partythe Company, the LenderAdministrative Agent, any Affiliate of the Lender or any other Person, whether in connection herewith with this Agreement, any other Loan Document, any applicable Hedging Agreement or any unrelated transactions; transaction; (f) any invalidity or unenforceability relating to or against any other Loan Party the Company for any reason of this Agreement, any agreement other Loan Document or instrument evidencing or relating to any of the Guaranteed Obligationsapplicable Hedging Agreement, or any provision of applicable law or regulation purporting to prohibit the payment by any Loan Party of any the Company of the Guaranteed Obligationsprincipal of or interest on any Loan, any amounts payable with respect to any Letter of Credit, any other amount payable by it under this Agreement, any other Loan Document or any applicable Hedging Agreement; or or (g) any other act or omission to act or delay of any kind by any other Loan Partythe Company, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever that which might, but for the provisions of this Articleparagraph, constitute a legal or equitable discharge of any Guarantoror defense to the Parent’s obligations under this Section other than the irrevocable payment in full of all Guaranteed Obligationshereunder.

Guaranty Unconditional. The obligations of the Guarantors under this Article IX Company hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing foregoing, shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the followingby: (ai) any extension, renewal, settlement, compromise, waiver or release in respect to of any obligation of any Borrowing Subsidiary under this Agreement, any Note or any Letter of Credit Reimbursement Agreement or the Guaranteed Obligations under exchange, release or non-perfection of any agreement or instrument, by operation of law or otherwisecollateral security therefor; (bii) any modification or amendment of or supplement to this Agreement, any Note, any other Loan Document, Note or any agreement or instrument evidencing or relating to any Guaranteed ObligationLetter of Credit Reimbursement Agreement; (c) any release, non-perfection or invalidity of any direct or indirect security for the Guaranteed Obligations under any agreement or instrument evidencing or relating to any Guaranteed Obligations; (diii) any change in the corporate existence, structure or ownership of any Loan Party or other Subsidiary Borrowing Subsidiary, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Party or other Borrowing Subsidiary or its assets or any resulting release or discharge of any obligation of any Loan Party or other Subsidiary contained in any agreement or instrument evidencing or relating to any of the Guaranteed Obligationsassets; (eiv) the existence of any claim, set-off or other rights that any Loan Party which the Company may have at any time against any other Loan PartyBorrowing Subsidiary, the LenderAgent, any Affiliate of the Lender Bank, any Issuing Bank or any other Person, whether in connection herewith or any unrelated transactions;, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; ​ ​ ​ (fv) any invalidity or unenforceability relating to or against any other Loan Party Borrowing Subsidiary for any reason of any agreement provision or instrument evidencing all of this Agreement, any Note or relating to any Letter of the Guaranteed ObligationsCredit Reimbursement Agreement, or any provision of applicable law or regulation purporting to prohibit the payment by any Loan Party of any Borrowing Subsidiary of the Guaranteed Obligationsprincipal of or interest on any Advance or any other amount payable by it under this Agreement; or (gvi) any other act or omission to act or delay of any kind by any other Loan PartyBorrowing Subsidiary, the Lender Agent, any Bank, any Issuing Bank or any other Person or any other circumstance whatsoever that which might, but for the provisions of this Articleparagraph (vi), constitute a legal or equitable discharge of any Guarantorthe Company’s obligations hereunder or a Borrowing Subsidiary’s obligations under this Section other than the irrevocable payment in full of all Guaranteed ObligationsAgreement.

Guaranty Unconditional. The obligations of the Guarantors Company under this Article IX shall be irrevocable, unconditional and absolute and, without limiting the generality of the foregoing shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the following: (a) : any extension, renewal, settlement, compromise, waiver or release in respect to the Company Guaranteed Obligations under any agreement or instrument, by operation of law or otherwise; (b) ; any modification or amendment of or supplement to this Agreement, any Note, any other Loan Document, or any agreement or instrument evidencing or relating to any the Company Guaranteed Obligation; (c) Obligations; any release, non-perfection or invalidity of any direct or indirect security for the Company Guaranteed Obligations under any agreement or instrument evidencing or relating to any of the Company Guaranteed Obligations; (d) ; any change in the corporate existence, structure or ownership of any Loan Party or other Subsidiary or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Party or other Subsidiary or its assets or any resulting release or discharge of any obligation of any Loan Party or other Subsidiary contained in any agreement or instrument evidencing or relating to any of the Company Guaranteed Obligations; (e) ; the existence of any claim, set-off or other rights that any Loan Party which the Company may have at any time against any other Loan Party, the Administrative Agent, any Lender, any Affiliate of the any Lender or any other Person, whether in connection herewith or any unrelated transactions; (f) ; any invalidity or unenforceability relating to or against any other Loan Party for any reason of any agreement or instrument evidencing or relating to any of the Company Guaranteed Obligations, or any provision of applicable law or regulation purporting to prohibit the payment by any Loan Party of any of the Company Guaranteed Obligations, or any decree or order prohibiting any Loan Party from paying, or releasing or discharging the obligation of any Loan Party to pay, any of the Company Guaranteed Obligations; or (g) or any other act or omission of any kind by any other Loan Party, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever that which might, but for the provisions of this Article, constitute a legal or equitable discharge of any Guarantor’s Borrowers’ obligations under this Section Section, all of which the Company hereby unconditionally waives to the fullest extent permitted by law, other than the irrevocable payment in full of all Company Guaranteed ObligationsObligations (other than amounts in respect of indemnification, expense reimbursement, tax gross-up or contingent obligations in each case that are owing and with respect to which no claim has been made).

Guaranty Unconditional. The obligations of the Guarantors Company under this Article IX X shall be unconditional and absolute and, without limiting the generality of the foregoing shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the following: (a) any extension, renewal, settlement, compromise, waiver or release in respect to the Company Guaranteed Obligations under any agreement or instrument, by operation of law or otherwise; (b) any modification or amendment of or supplement to this Agreement, any Note, any other Loan Document, or any agreement or instrument evidencing or relating to any Company Guaranteed Obligation; (c) any release, non-perfection or invalidity of any direct or indirect security for the Company Guaranteed Obligations under any agreement or instrument evidencing or relating to any Company Guaranteed Obligations; (d) any change in the corporate existence, structure or ownership of any Loan Credit Party or other Subsidiary or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Credit Party or other Subsidiary or its assets or any resulting release or discharge of any obligation of any Loan Credit Party or other Subsidiary contained in any agreement or instrument evidencing or relating to any of the Company Guaranteed Obligations; (e) the existence of any claim, set-off or other rights that any Loan Party the Company may have at any time against any other Loan Credit Party, the Administrative Agent, any Lender, any Affiliate of the any Lender or any other Person, whether in connection herewith or any unrelated transactions; (f) any invalidity or unenforceability relating to or against any other Loan Credit Party for any reason of any agreement or instrument evidencing or relating to any of the Company Guaranteed Obligations, or any provision of applicable law or regulation purporting to prohibit the payment by any Loan Credit Party of any of the Company Guaranteed Obligations; or (g) any other act or omission of any kind by any other Loan Credit Party, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever that might, but for the provisions of this Article, constitute a legal or equitable discharge of any Guarantorthe Company’s obligations under this Section other than the irrevocable payment in full of all Company Guaranteed Obligations.

Guaranty Unconditional. The obligations of the Guarantors under this Article IX Company hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing foregoing, shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the following:by: ​ (ai) any extension, renewal, settlement, compromise, waiver or release in respect to of any obligation of any Borrowing Subsidiary under this Agreement, any Note or any Letter of Credit Reimbursement Agreement or the Guaranteed Obligations under exchange, release or non-perfection of any agreement or instrument, by operation of law or otherwisecollateral security therefor; (bii) any modification or amendment of or supplement to this Agreement, any Note, any other Loan Document, Note or any agreement or instrument evidencing or relating to any Guaranteed Obligation;Letter of Credit Reimbursement Agreement; ​ (c) any release, non-perfection or invalidity of any direct or indirect security for the Guaranteed Obligations under any agreement or instrument evidencing or relating to any Guaranteed Obligations; (diii) any change in the corporate existence, structure or ownership of any Loan Party or other Subsidiary Borrowing Subsidiary, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Party or other Borrowing Subsidiary or its assets or any resulting release or discharge of any obligation of any Loan Party or other Subsidiary contained in any agreement or instrument evidencing or relating to any of the Guaranteed Obligations;assets; ​ (eiv) the existence of any claim, set-off or other rights that any Loan Party which the Company may have at any time against any other Loan PartyBorrowing Subsidiary, the LenderAgent, any Affiliate of the Lender Bank, any Issuing Bank or any other Person, whether in connection herewith or any unrelated transactions;, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; ​ (fv) any invalidity or unenforceability relating to or against any other Loan Party Borrowing Subsidiary for any reason of any agreement provision or instrument evidencing all of this Agreement, any Note or relating to any Letter of the Guaranteed ObligationsCredit Reimbursement Agreement, or any provision of applicable law or regulation purporting to prohibit the payment by any Loan Party of any Borrowing Subsidiary of the Guaranteed Obligationsprincipal of or interest on any Advance or any other amount payable by it under this Agreement; oror ​ ​ ​ (gvi) any other act or omission to act or delay of any kind by any other Loan PartyBorrowing Subsidiary, the Lender Agent, any Bank, any Issuing Bank or any other Person or any other circumstance whatsoever that which might, but for the provisions of this Articleparagraph (vi), constitute a legal or equitable discharge of any Guarantorthe Company’s obligations hereunder or a Borrowing Subsidiary’s obligations under this Section other than the irrevocable payment in full of all Guaranteed Obligations.Agreement. ​

Guaranty Unconditional. The obligations of the Guarantors under this Article IX Company hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing foregoing, shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the followingby: (a) any extension, renewal, settlement, compromise, waiver or release in respect to the Guaranteed Obligations of any obligation of any Eligible Subsidiary under this Agreement or any agreement or instrumentNote, by operation of law or otherwiseotherwise (except to the extent the foregoing expressly releases the Company’s obligations under this Article 10); (b) any modification or amendment of or supplement to this Agreement, any Note, any other Loan Document, Agreement or any agreement Note (other than any modification, amendment or instrument evidencing or relating to any Guaranteed Obligationsupplement of this Article 10 effected in accordance with Section 11.05); (c) any release, impairment, non-perfection or invalidity of any direct or indirect security for the Guaranteed Obligations any obligation of any Eligible Subsidiary under this Agreement or any agreement or instrument evidencing or relating to any Guaranteed ObligationsNote; (d) any change in the corporate legal existence, structure or ownership of any Loan Party or other Subsidiary Eligible Subsidiary, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Party or other Eligible Subsidiary or its assets or any resulting release or discharge of any obligation of any Loan Party or other Eligible Subsidiary contained in this Agreement or any agreement or instrument evidencing or relating to any of the Guaranteed ObligationsNote; (e) the existence of any claim, set-off or other rights that any Loan Party which the Company may have at any time against any other Loan PartyEligible Subsidiary, the LenderAdministrative Agent, any Affiliate of the Lender or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (f) any invalidity or unenforceability relating to or against any other Loan Party Eligible Subsidiary for any reason of this Agreement or any agreement or instrument evidencing or relating to any of the Guaranteed ObligationsNote, or any provision of applicable law or regulation purporting to prohibit the payment by any Loan Party of any Eligible Subsidiary of the Guaranteed Obligationsprincipal of or interest on any Loan or any other amount payable by it under this Agreement; or (g) any other act or omission to act or delay of any kind by any other Loan PartyEligible Subsidiary, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever that which might, but for the provisions of this Articleparagraph, constitute a legal or equitable discharge of any Guarantoror defense to the Company’s obligations under this Section hereunder (in each case other than the irrevocable payment in full of all Guaranteed Obligationsthe obligations guaranteed hereunder).

Guaranty Unconditional. The obligations of the Guarantors Company under this Article IX ---------------------- Guaranty shall be unconditional and absolute and, without limiting the generality of the foregoing foregoing, shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the followingby: (a) any extension, renewal, settlement, compromise, waiver or release in respect to the Guaranteed Obligations of any obligation of any Borrowing Subsidiary under any agreement or instrumentthis Agreement, by operation of law or otherwise; (b) any modification or amendment of or supplement to this Agreement, any Note, any other Loan Document, or any agreement or instrument evidencing or relating to any Guaranteed Obligation; (c) any release, non-perfection or invalidity of any direct or indirect security for the Guaranteed Obligations any obligation of any Borrowing Subsidiary under any agreement or instrument evidencing or relating to any Guaranteed Obligationsthis Agreement; (d) the failure of the Administrative Agent or any Bank to assert any claim or demand or to enforce any right or remedy against any Borrowing Subsidiary, the Company or any other Person under the provisions of this Agreement or any other agreement or otherwise; (e) any change in the corporate existence, structure or ownership of any Loan Party or other Borrowing Subsidiary or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Party or other Borrowing Subsidiary or its assets or any resulting release or discharge of any obligation of any Loan Party or other Borrowing Subsidiary contained in any agreement or instrument evidencing or relating to any of the Guaranteed Obligationsthis Agreement; (ef) the existence of any claim, set-off or other rights that any Loan Party which the Company may have at any time against any other Loan PartyBorrower, the LenderAdministrative Agent, any Affiliate of the Lender Bank or any other Person, whether in connection herewith or any unrelated transactions; (fg) any the invalidity or unenforceability relating to or against any other Loan Party Borrowing Subsidiary for any reason of any agreement or instrument evidencing or relating to any of the Guaranteed Obligationsthis Agreement, or any provision of applicable law or regulation purporting to prohibit the payment by any Loan Party Borrowing Subsidiary of the principal of or interest on any Advance or any other amount payable by any Borrowing Subsidiary under this Agreement, or the termination of any of the Guaranteed Obligations; orBorrowing Subsidiary's status as a Borrowing Subsidiary hereunder; (gh) the termination of a Borrowing Subsidiary's status hereunder as a "Borrower" pursuant to Section 12.2; ------------ (i) any other act or omission to act or delay of any kind by any other Loan PartyBorrowing Subsidiary, the Lender Administrative Agent, any Bank or any other Person or any other circumstance whatsoever that which might, but for the provisions of this Articleparagraph, constitute a legal or equitable discharge of any Guarantor’s the obligations of the Company hereunder. The obligations of the Company under this Section Guaranty shall not be subject to any reduction, limitation, impairment or termination for any reason, including, without limitation, any claim of waiver, release, surrender, alteration or compromise of any of the Borrowing Subsidiary Obligations, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Borrowing Subsidiary Obligations, discharge of any Borrowing Subsidiary from any of the Borrowing Subsidiary Obligations in a bankruptcy or similar proceeding, or otherwise. Without limiting the generality of the foregoing, the obligations of the Company under this Guaranty shall not be discharged or impaired or otherwise affected by the failure of the Administrative Agent or any Bank to assert any claim or demand or to enforce any remedy under this Agreement or any document or instrument executed by any Borrowing Subsidiary in connection herewith, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Borrowing Subsidiary Obligations, or by any other than act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the irrevocable payment in full risk of all Guaranteed Obligationsthe Company or which would otherwise operate as a discharge of the Company as a matter of law or equity.

Guaranty Unconditional. The obligations of the Guarantors Borrower under this Article IX X shall be unconditional and absolute and, without limiting the generality of the foregoing shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the following: (a) any extension, renewal, settlement, compromise, waiver or release in respect to the Borrower Guaranteed Obligations under any agreement or instrument, by operation of law or otherwise; (b) any modification or amendment of or supplement to this Agreement, any Note, any other Loan Document, or any agreement or instrument evidencing or relating to any Borrower Guaranteed Obligation; (c) any release, non-perfection or invalidity of any direct or indirect security for the Borrower Guaranteed Obligations under any agreement or instrument evidencing or relating to any Borrower Guaranteed Obligations; (d) any change in the corporate existence, structure or ownership of any Loan Credit Party or other Subsidiary or any insolvency, bankruptcy, reorganization or other similar proceeding (including any Debtor Relief Law) affecting any Loan Credit Party or other Subsidiary or its assets or any resulting release or discharge of any obligation of any Loan Credit Party or other Subsidiary contained in any agreement or instrument evidencing or relating to any of the Borrower Guaranteed Obligations; (e) the existence of any claim, set-off or other rights that any Loan Party the Borrower may have at any time against any other Loan Credit Party, the Administrative Agent, any Lender, any Affiliate of the any Lender or any other Person, whether in connection herewith or any unrelated transactions; (f) any invalidity or unenforceability relating to or against any other Loan Credit Party for any reason of any agreement or instrument evidencing or relating to any of the Borrower Guaranteed Obligations, or any provision of applicable law or regulation purporting to prohibit the payment by any Loan Credit Party of any of the Borrower Guaranteed Obligations; or (g) any other act or omission of any kind by any other Loan Credit Party, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever that might, but for the provisions of this Article, constitute a legal or equitable discharge of any Guarantorthe Borrower’s obligations under this Section other than the irrevocable payment in full in cash of all Borrower Guaranteed Obligations.

Guaranty Unconditional. The respective obligations of Parent and Household International (each of which is referred to as the Guarantors under this Article IX "Guarantor" with respect to the obligations that are the subject of its guaranty) hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing foregoing, shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the following: following matters, in the case of Parent's Guaranty, with respect to Seller or any of the TFS Companies, or, in the case of Household International's Guaranty, with respect to Purchaser (a) each entity whose obligations are guaranteed by Parent or Household International, as the case may be, is referred to as a "Guaranteed Entity"): any extension, renewal, settlement, compromise, waiver or release in respect to of any obligation of a Guaranteed Entity under this Agreement or any related document in connection with the Guaranteed Obligations under any agreement transactions contemplated hereby or instrumentthereby (the "Transaction Documents"), whether by operation of law or otherwise; (b) ; any modification or amendment of or supplement to this Agreement, any Note, Agreement or any other Loan Transaction Document, or any agreement or instrument evidencing or relating to any Guaranteed Obligation; (c) ; any release, non-perfection or invalidity of any direct or indirect guarantee of or security for the any obligation of a Guaranteed Obligations Entity under this Agreement or any agreement or instrument evidencing or relating to any Guaranteed Obligations; (d) other Transaction Document; any change in the corporate existence, structure or ownership of any Loan Party or other Subsidiary a Guaranteed Entity or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Party or other Subsidiary a Guaranteed Entity or its respective assets or any resulting release or discharge of any obligation of any Loan Party or other Subsidiary a Guaranteed Entity contained in any agreement or instrument evidencing or relating to any of the Guaranteed Obligations; (e) this Agreement; the existence of any claim, set-off off, or other rights that any Loan Party which the Guarantor may have at any time against any other Loan Party, the Lender, any Affiliate of the Lender a Guaranteed Entity or any other Personcorporation or person, whether in connection herewith or any unrelated transactions; (f) ; provided, however, that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; any invalidity or unenforceability relating to or against any other Loan Party a Guaranteed Entity for any reason of this Agreement or any agreement or instrument evidencing or relating to any of the Guaranteed ObligationsTransaction Document, or any provision of applicable law or regulation purporting to prohibit the payment by any Loan Party performance of any obligation or the payment of the any amount payable by a Guaranteed ObligationsEntity under this Agreement or any Transaction Document; or (g) any other act or omission emission to act or delay of any kind by any other Loan Party, the Lender or any other Person or a Guaranteed Entity; any other circumstance whatsoever that which might, but for the provisions of this Articleparagraph, constitute a legal or equitable discharge of the Guarantor's obligations hereunder; provided, however, that Parent shall not be deemed to have waived any Guarantor’s obligations counterclaim or defense based on a breach of representation, warranty, or covenant of Purchaser hereunder that would have been a defense to the failure of Seller or any TFS Company to make any payment or perform any obligation in respect of which a claim is made under this Section other than Article XIV; and provided further that Household International shall not be deemed to have waived any counterclaim or defense based on a breach of representation, warranty, or covenant of Parent, Seller or any of the irrevocable TFS Companies hereunder that would have been a defense to the failure of Purchaser to make any payment or perform any obligation in full respect of all Guaranteed Obligationswhich a claim is made under this Article XIV. The guarantee provided in this Article 14 shall encompass any modification, supplement or amendment of this Agreement.

Guaranty Unconditional. The Subject to the provisions of Article II, the obligations of the Guarantors under this Article IX FCX hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing foregoing, shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the followingby: (ai) any rescission, extension, renewal, settlement, compromise, waiver or release in respect to of any obligation of FMPO or Circle C under the Guaranteed Obligations under any agreement or instrumentCredit Documents, by operation of law or otherwise; (bii) any modification or amendment of or supplement to this Agreement, any Note, any other Loan Document, or any agreement or instrument evidencing or relating to any Guaranteed Obligationthe Credit Documents; (ciii) any guarantee or any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of FMPO or Circle C under the Guaranteed Obligations under any agreement or instrument evidencing or relating to any Guaranteed ObligationsCredit Documents; (div) any change in the corporate existence, structure or ownership of any Loan Party FMPO or other Subsidiary Circle C, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Party FMPO or other Subsidiary Circle C or its their respective assets or any resulting release or discharge of any obligation of any Loan Party FMPO or other Subsidiary Circle C contained in any agreement or instrument evidencing or relating to any of the Guaranteed ObligationsCredit Documents; (ev) the existence of any claim, set-off or other rights that any Loan Party which FCX may have at any time against any other Loan PartyFMPO or Circle C, the Lender, any Affiliate of the Lender or any other Personcorporation or person, whether in connection herewith or any unrelated transactions, provided subject to any subordination agreements relating to such claims, that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (fvi) any invalidity or unenforceability relating to or against any other Loan Party FMPO or Circle C for any reason of any agreement or instrument evidencing or relating to any of the Guaranteed ObligationsCredit Documents, or any provision of applicable law or regulation purporting to prohibit the payment by any Loan Party of any FMPO or Circle C of the Guaranteed Obligations; orFMPO Obligations or any other amount payable by FMPO or Circle C under the Credit Documents; (gvii) any other act or omission to act or delay of any kind by FMPO or Circle C, any other Loan Party, the Lender beneficiary of this Guaranty or any other Person corporation or person or any other circumstance whatsoever that which might, but for the provisions of this Articleparagraph, constitute a legal or equitable discharge of or defense to FCX's obligations hereunder or to the FMPO Obligations; (viii) any Guarantor’s obligations failure of any beneficiary of this Guaranty to assert any claim or demand or to enforce any right or remedy against FMPO or Circle C under the provisions of the Credit Documents, the FTX Guaranty, any other security document, any intercreditor document or any other loan document; or (ix) any failure of any beneficiary of this Section Guaranty to exercise any right or remedy against any other than guarantor (including any subsidiary) of the irrevocable payment in full of all Guaranteed FMPO Obligations.

Guaranty Unconditional. The obligations of the Guarantors Company under this Article IX X shall be irrevocable, unconditional and absolute and, without limiting the generality of the foregoing shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the following: (a) any extension, renewal, settlement, compromise, waiver or release in respect to the Company Guaranteed Obligations under any agreement or instrument, by operation of law or otherwise; (b) any modification or amendment of or supplement to this Agreement, any Note, any other Loan Document, or any agreement or instrument evidencing or relating to any the Company Guaranteed ObligationObligations; (c) any release, non-perfection or invalidity of any direct or indirect security for the Company Guaranteed Obligations under any agreement or instrument evidencing or relating to any of the Company Guaranteed Obligations; (d) any change in the corporate existence, structure or ownership of any Loan Credit Party or other Subsidiary or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Credit Party or other Subsidiary or its assets or any resulting release or discharge of any obligation of any Loan Credit Party or other Subsidiary contained in any agreement or instrument evidencing or relating to any of the Company Guaranteed Obligations; (e) the existence of any claim, set-off or other rights that any Loan Party which the Company may have at any time against any other Loan Credit Party, the Administrative Agent, any Lender, any Affiliate of the any Lender or any other Person, whether in connection herewith or any unrelated transactions; (f) any invalidity or unenforceability relating to or against any other Loan Credit Party for any reason of any agreement or instrument evidencing or relating to any of the Company Guaranteed Obligations, or any provision of applicable law or regulation purporting to prohibit the payment by any Loan Credit Party of any of the Company Guaranteed Obligations, or any decree or order prohibiting any Credit Party from paying, or releasing or discharging the obligation of any Credit Party to pay, any of the Company Guaranteed Obligations; or (g) any other act or omission of any kind by any other Loan Credit Party, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever that which might, but for the provisions of this Article, constitute a legal or equitable discharge of any Guarantor’s Borrowers’ obligations under this Section Section, all of which the Company hereby unconditionally waives to the fullest extent permitted by law, other than the irrevocable payment in full of all Company Guaranteed ObligationsObligations (other than amounts in respect of indemnification, expense reimbursement, yield protection or tax gross-up and contingent obligations, in each case that are owing and with respect to which not claim has been made).

Guaranty Unconditional. The obligations of the Guarantors under this Article IX each Guarantor hereunder shall be unconditional unconditional, absolute and absolute irrevocable and, without limiting the generality of the foregoing foregoing, shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the followingby: (ai) any extension, renewal, settlement, compromise, waiver or release in respect to the Guaranteed Obligations of any obligation of any other Obligor under any agreement or instrumentof the Financing Documents, by operation of law or otherwise; (bii) any modification or amendment of or supplement to this Agreement, any Note, any other Loan Document, or any agreement or instrument evidencing or relating to any Guaranteed Obligationof the Financing Documents; (ciii) any release, non-perfection or invalidity of any direct or indirect security for the Guaranteed Obligations any obligation of any other Obligor under any agreement or instrument evidencing or relating to any Guaranteed Obligationsof the Financing Documents; (div) any change in the corporate existence, structure or ownership of any Loan Party or other Subsidiary Obligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Party or other Subsidiary Obligor or its assets or any resulting release or discharge of any obligation of any Loan Party or other Subsidiary Obligor contained in any agreement or instrument evidencing or relating to any of the Guaranteed ObligationsFinancing Documents; (ev) the existence of any claim, set-off or other rights that which any Loan Party Obligor may have at any time against any other Loan PartyObligor, the LenderAgent, any Affiliate of the Lender Bank or any other Personcorporation or person, whether in connection herewith with any of the Financing Documents or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (fvi) any invalidity or unenforceability relating to or against any other Loan Party Obligor for any reason of any agreement or instrument evidencing or relating to any of the Guaranteed ObligationsFinancing Documents, or any provision of applicable law or regulation purporting to prohibit the payment by any Loan Party other Obligor of the principal of or interest on any Note or any other amount payable under any of the Guaranteed ObligationsFinancing Documents; or (gvii) any other act or omission to act or delay of any kind by any other Loan PartyObligor, the Lender Agent, any Bank or any other Person corporation or person or any other circumstance whatsoever that might, but for the provisions of this Article, constitute a legal or equitable discharge of any Guarantor’s obligations under this Section other than the irrevocable payment in full of all Guaranteed Obligations.circumstance

Guaranty Unconditional. The obligations of the Guarantors under this Article IX Guaranteed Obligations shall be unconditional and absolute and, without limiting the generality of the foregoing foregoing, shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the followingby: (a) any extension, renewal, settlement, compromise, waiver or release in respect to of any obligations of any Loan Party under the Guaranteed Obligations Financing Documents and/or any Commitments under any agreement or instrumentthe Financing Documents, by operation of law or otherwise;otherwise (other than with respect to any such extension, renewal, settlement, compromise, waiver or release agreed in accordance with the terms hereunder as expressly applying to the Guaranteed Obligations), (b) any modification or amendment of or supplement to this Agreement, any Note, Agreement or any other Loan Document, or any agreement or instrument evidencing or relating Financing Document (other than with respect to any modification, amendment or supplement agreed in accordance with the terms hereunder as expressly applying to the Guaranteed Obligation;Obligations), (c) any release, impairment, non-perfection or invalidity of any direct or indirect security for the Guaranteed Obligations under any agreement or instrument evidencing or relating to any Guaranteed Obligations;Collateral, (d) any change in the corporate existence, structure or ownership of any Loan Party or any other Subsidiary Person, or any insolvencyevent of the type described in Sections 5.01, bankruptcy, reorganization 6.01 or other similar proceeding affecting any Loan Party or other Subsidiary or its assets or any resulting release or discharge of any obligation of any Loan Party or other Subsidiary contained in any agreement or instrument evidencing or relating 6.07 with respect to any of the Guaranteed Obligations;Person, (e) the existence of any claim, set-off or other rights that any Loan Party the Guarantors may have at any time against any other Loan Party, the Lender, any Affiliate of the Lender Secured Party or any other Person, whether in connection herewith or with any unrelated transactions;, (f) any invalidity or unenforceability relating to or against any other Loan Party for any reason of any agreement or instrument evidencing or relating to any of the Guaranteed ObligationsFinancing Document, or any provision of applicable law or regulation Applicable Law purporting to prohibit the payment performance by any Loan Party of any of its obligations under the Financing Documents (other than any such invalidity or unenforceability with respect solely to the Guaranteed Obligations; ), (g) the failure of any Material Agreement Counterparty to make payments owed to any Loan Party, or (gh) any other act or omission to act or delay of any kind by any other Loan Party, the Lender any Secured Party or any other Person or any other circumstance whatsoever that might, but for the provisions of this ArticleSection 9.02, constitute a legal or equitable discharge of the obligations of any Guarantor’s obligations Loan Party under this Section the Financing Documents, other than discharge of obligations to occur on the irrevocable payment in full of all Guaranteed ObligationsDischarge Date.

Guaranty Unconditional. The obligations of the Guarantors Borrower under this Article IX X shall be unconditional and absolute and, without limiting the generality of the foregoing shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the following: (a) any extension, renewal, settlement, compromise, waiver or release (other than a waiver or release of the entire amount of the Borrower Guaranteed Obligations in connection with the termination in full of the Commitments and the repayment in full of the Loans and all interest, Fees and all other Obligations incurred hereunder and under the other Loan Documents (other than contingent indemnification obligations, unasserted expense reimbursement obligations and Letters of Credit that have been Cash Collateralized or backstopped) concurrently with the termination of the Loan Documents) in respect to the Borrower Guaranteed Obligations under any agreement or instrument, by operation of law or otherwise; (b) any modification or amendment of or supplement to this Agreement, any Note, any other Loan Document, or any agreement or instrument evidencing or relating to any Borrower Guaranteed Obligation; (c) any release, non-perfection or invalidity of any direct or indirect security for the Borrower Guaranteed Obligations under any agreement or instrument evidencing or relating to any Borrower Guaranteed Obligations; (d) any change in the corporate existence, structure or ownership of any Loan Credit Party or other Subsidiary or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Credit Party or other Subsidiary or its assets or any resulting release or discharge of any obligation of any Loan Credit Party or other Subsidiary contained in any agreement or instrument evidencing or relating to any of the Borrower Guaranteed Obligations; (e) the existence of any claim, set-off or other rights that any Loan Party the Borrower may have at any time against any other Loan Credit Party, the Administrative Agent, any Lender, any Affiliate of the any Lender or any other Person, whether in connection herewith or any unrelated transactions; (f) any invalidity or unenforceability relating to or against any other Loan Credit Party for any reason of any agreement or instrument evidencing or relating to any of the Borrower Guaranteed Obligations, or any provision of applicable law or regulation purporting to prohibit the payment by any Loan Credit Party of any of the Borrower Guaranteed Obligations; or (g) any other act or omission of any kind by any other Loan Credit Party, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever that might, but for the provisions of this Article, constitute a legal or equitable discharge of any Guarantorthe Borrower’s obligations under this Section other than the irrevocable payment in full of all Borrower Guaranteed Obligations.

Guaranty Unconditional. The obligations of the Guarantors Company under this Article IX 11 shall be unconditional and absolute irrevocable and, without limiting the generality of the foregoing foregoing, shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the followingby: (ai) any extensionanyextension, renewal, settlement, compromise, waiver or release in respect to the Guaranteed Obligations of any obligation of any Eligible Subsidiary under this Agreement or any agreement Note or instrumentYen Note, by operation of law or otherwise; (bii) any modification or amendment of or supplement to this Agreement, any Note, any other Loan Document, Agreement or any agreement Note or instrument evidencing or relating to any Guaranteed ObligationYen Note; (ciii) any release, impairment, non-perfection or invalidity of any direct or indirect security for the Guaranteed Obligations any obligation of any Eligible Subsidiary under this Agreement or any agreement Note or instrument evidencing or relating to any Guaranteed ObligationsYen Note; (div) any change in the corporate existence, structure or ownership of any Loan Party or other Subsidiary Eligible Subsidiary, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Party or other Eligible Subsidiary or its assets or any resulting release or discharge of any obligation of any Loan Party or other Eligible Subsidiary contained in this Agreement or any agreement Note or instrument evidencing or relating to any of the Guaranteed ObligationsYen Note; (ev) the existence of any claim, set-off or other rights that any Loan Party which the Company may have at any time against any other Loan Party, the LenderEligible Subsidiary, any Affiliate of the Agent, any Lender or any other Person, whether in connection herewith or any unrelated transactions;, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; 95 102 (fvi) any invalidity or unenforceability relating to or against any other Loan Party Eligible Subsidiary for any reason of this Agreement or any agreement Note or instrument evidencing or relating to any of the Guaranteed ObligationsYen Note, or any provision of applicable law or regulation purporting to prohibit the payment by any Loan Party of any Eligible Subsidiary of the Guaranteed Obligationsprincipal of or interest on any Note or Yen Note or any other amount payable by it under this Agreement; or (gvii) any other act or omission to act or delay of any kind by any other Loan PartyEligible Subsidiary, the any Agent, any Lender or any other Person or any other circumstance whatsoever that which might, but for the provisions of this Articleparagraph, constitute a legal or equitable discharge of any Guarantor’s or defense to the Company's obligations under this Section other than the irrevocable payment in full of all Guaranteed Obligationshereunder.

Guaranty Unconditional. The obligations of the Guarantors Company under this Article IX Guaranty shall be unconditional and absolute and, without limiting the generality of the foregoing foregoing, shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the followingby: (a) any extension, renewal, settlement, compromise, waiver or release in respect to the Guaranteed Obligations of any obligation of any Borrowing Subsidiary under any agreement or instrumentthis Agreement, by operation of law or otherwise; (b) any modification or amendment of or supplement to this Agreement, any Note, any other Loan Document, or any agreement or instrument evidencing or relating to any Guaranteed Obligation; (c) any release, non-perfection or invalidity of any direct or indirect security for the Guaranteed Obligations any obligation of any Borrowing Subsidiary under any agreement or instrument evidencing or relating to any Guaranteed Obligationsthis Agreement; (d) the failure of the Administrative Agent or any Bank to assert any claim or demand or to enforce any right or remedy against any Borrowing Subsidiary, the Company or any other Person under the provisions of this Agreement or any other agreement or otherwise; (e) any change in the corporate existence, structure or ownership of any Loan Party or other Borrowing Subsidiary or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Party or other Borrowing Subsidiary or its assets or any resulting release or discharge of any obligation of any Loan Party or other Borrowing Subsidiary contained in any agreement or instrument evidencing or relating to any of the Guaranteed Obligationsthis Agreement; (ef) the existence of any claim, set-off or other rights that any Loan Party which the Company may have at any time against any other Loan PartyBorrower, the LenderAdministrative Agent, any Affiliate of the Lender Bank or any other Person, whether in connection herewith or any unrelated transactions; (fg) any the invalidity or unenforceability relating to or against any other Loan Party Borrowing Subsidiary for any reason of any agreement or instrument evidencing or relating to any of the Guaranteed Obligationsthis Agreement, or any provision of applicable law or regulation purporting to prohibit the payment by any Loan Party Borrowing Subsidiary of the principal of or interest on any Advance or any other amount payable by any Borrowing Subsidiary under this Agreement, or the termination of any Borrowing Subsidiary's status as a Borrowing Subsidiary hereunder; (h) the termination of the Guaranteed Obligationsa Borrowing Subsidiary's status hereunder as a "Borrower" pursuant to Section 12.2; or (gi) any other act or omission to act or delay of any kind by any other Loan PartyBorrowing Subsidiary, the Lender Administrative Agent, any Bank or any other Person or any other circumstance whatsoever that which might, but for the provisions of this Articleparagraph, constitute a legal or equitable discharge of any Guarantor’s the obligations of the Company hereunder. The obligations of the Company under this Section Guaranty shall not be subject to any reduction, limitation, impairment or termination for any reason, including, without limitation, any claim of waiver, release, surrender, alteration or compromise of any of the Borrowing Subsidiary Obligations, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Borrowing Subsidiary Obligations, discharge of any Borrowing Subsidiary from any of the Borrowing Subsidiary Obligations in a bankruptcy or similar proceeding, or otherwise. Without limiting the generality of the foregoing, the obligations of the Company under this Guaranty shall not be discharged or impaired or otherwise affected by the failure of the Administrative Agent or any Bank to assert any claim or demand or to enforce any remedy under this Agreement or any document or instrument executed by any Borrowing Subsidiary in connection herewith, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Borrowing Subsidiary Obligations, or by any other than act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the irrevocable payment in full risk of all Guaranteed Obligationsthe Company or which would otherwise operate as a discharge of the Company as a matter of law or equity.

Guaranty Unconditional. The obligations of the Guarantors Guarantor under this Article IX shall be irrevocable, unconditional and absolute and, without limiting the generality of the foregoing shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the following: (a) i. any extension, renewal, settlement, compromise, waiver or release in respect to the Guaranteed Obligations under any agreement or instrument, by operation of law or otherwise; (b) ii. any modification or amendment of or supplement to this Agreement, any Note, any other Loan Document, or any agreement or instrument evidencing or relating to any the Guaranteed ObligationObligations; (c) iii. any release, non-perfection or invalidity of any direct or indirect security for the Guaranteed Obligations under any agreement or instrument evidencing or relating to any of the Guaranteed Obligations; (d) iv. any change in the corporate existence, structure or ownership of any Loan Party or Obligor (other Subsidiary than the Borrower) or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Party or Obligor (other Subsidiary than the Borrower) or its assets or any resulting release or discharge of any obligation of any Loan Party or Obligor (other Subsidiary than the Borrower) contained in any agreement or instrument evidencing or relating to any of the Guaranteed Obligations; (e) v. the existence of any claim, set-off or other rights that any Loan Party which the Guarantor may have at any time against any Obligor (other Loan Partythan the Borrower), the Administrative Agent, any Lender, any Affiliate of the any Lender or any other Person, whether in connection herewith or any unrelated transactions;; 0010146-0000535 NYO1: 2000703970 .117 (f) i. any invalidity or unenforceability relating to or against any Obligor (other Loan Party than the Borrower) for any reason of any agreement or instrument evidencing or relating to any of the Guaranteed Obligations, or any provision of applicable law Law or regulation purporting to prohibit the payment by any Loan Party Obligor of any of the Guaranteed Obligations, or any decree or order prohibiting any Obligor from paying, or releasing or discharging the obligation of any Obligor to pay, any of the Guaranteed Obligations; or (g) ii. any other act or omission of any kind by any other Loan PartyObligor, the Administra tive Agent, any Lender or any other Person or any other circumstance whatsoever that which might, but for the provisions of this Article, constitute a legal or equitable discharge of any Guarantor’s Obligors' obligations under this Section Section, all of which the Guarantor hereby unconditionally waives to the fullest extent permitted by law, other than the irrevocable payment in full of all Guaranteed ObligationsObligations (other than amounts in respect of indemnification, expense reimbursement, tax gross-up or contingent obligations in each case that are owing and with respect to which no claim has been made).

Guaranty Unconditional. The obligations of the Guarantors Borrower under this Article IX shall be irrevocable, unconditional and absolute and, without limiting the generality of the foregoing shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the following: (a) any extension, renewal, settlement, compromise, waiver or release in respect to the Borrower Guaranteed Obligations under any agreement or instrument, by operation of law or otherwise; (b) any modification or amendment of or supplement to this Agreement, any Note, any other Loan Document, or any agreement or instrument evidencing or relating to any the Borrower Guaranteed ObligationObligations; (c) any release, non-perfection or invalidity of any direct or indirect security for the Borrower Guaranteed Obligations under any agreement or instrument evidencing or relating to any of the Borrower Guaranteed Obligations; (d) any change in the corporate existence, structure or ownership of any Loan Party or other Subsidiary or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Party or other Subsidiary or its assets or any resulting release or discharge of any obligation of any Loan Party or other Subsidiary contained in any agreement or instrument evidencing or relating to any of the Borrower Guaranteed Obligations;; Table of Contents (e) the existence of any claim, set-off or other rights that any Loan Party which the Borrower may have at any time against any other Loan Party, the Administrative Agent, any Lender, any Affiliate of the any Lender or any other Person, whether in connection herewith or any unrelated transactions; (f) any invalidity or unenforceability relating to or against any other Loan Party for any reason of any agreement or instrument evidencing or relating to any of the Borrower Guaranteed Obligations, or any provision of applicable law or regulation purporting to prohibit the payment by any Loan Party of any of the Borrower Guaranteed Obligations, or any decree or order prohibiting any Loan Party from paying, or releasing or discharging the obligation of any Loan Party to pay, any of the Borrower Guaranteed Obligations; or (g) any other act or omission of any kind by any other Loan Party, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever that which might, but for the provisions of this Article, constitute a legal or equitable discharge of any Guarantorthe Borrower’s obligations under this Section Section, all of which the Borrower hereby unconditionally waives to the fullest extent permitted by law, other than the irrevocable payment in full of all Borrower Guaranteed ObligationsObligations (other than amounts in respect of indemnification, expense reimbursement, yield protection or tax gross-up and contingent obligations, in each case that are owing and with respect to which not claim has been made).

Guaranty Unconditional. The obligations of the Guarantors Company under this Article IX 10 shall be unconditional and absolute and, without limiting the generality of the foregoing foregoing, shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the followingby: (ai) any extension, renewal, settlement, compromise, waiver or release in respect to the Guaranteed Obligations of any obligation of any Eligible Subsidiary under this Agreement or any agreement of its Notes or instrumentLetters of Credit, by operation of law or otherwise; (bii) any modification or amendment of or supplement to this Agreement, any Note, any other Loan Document, Agreement or any agreement Note or instrument evidencing Letter of Credit of such Eligible Subsidiary (except that the Company's guarantee under this Article 10 shall apply to the obligations of such Eligible Subsidiary as modified, amended or relating to any Guaranteed Obligationsupplemented thereby); (ciii) any release, impairment, non-perfection or invalidity of any direct or indirect security for the Guaranteed Obligations any obligation of any Eligible Subsidiary under this Agreement or any agreement of its Notes or instrument evidencing or relating to any Guaranteed ObligationsLetters of Credit; (div) any change in the corporate existence, structure or ownership of any Loan Party or other Subsidiary Eligible Subsidiary, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Party or other Eligible Subsidiary or its assets or any resulting release or discharge of any obligation of any Loan Party or other Eligible Subsidiary contained in any agreement this Agreement or instrument evidencing or relating to any of the Guaranteed Obligationsits Notes or Letters of Credit; (ev) the existence of any claim, set-off or other rights that any Loan Party which the Company may have at any time against any other Loan Party, the LenderEligible Subsidiary, any Affiliate of the Lender Agent, any Bank or any other Person, whether in connection herewith or with any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (fvi) any invalidity or unenforceability relating to or against any other Loan Party Eligible Subsidiary for any reason of any agreement this Agreement or instrument evidencing or relating to any of the Guaranteed Obligationsits Notes or Letters of Credit, or any provision of applicable law or regulation purporting to prohibit the payment by any Loan Party Eligible Subsidiary of the principal of or interest on any of the Guaranteed Obligationsits Loans or Letter of Credit Liabilities or any other amount payable by it under this Agreement; or (gvii) any other act or omission to act or delay of any kind by any other Loan PartyEligible Subsidiary, the Lender any Agent, any Bank or any other Person or any other circumstance whatsoever that which might, but for the provisions of this Articleparagraph, constitute a legal or equitable discharge of any Guarantor’s the Company's obligations under this Section other than the irrevocable payment in full of all Guaranteed Obligationshereunder.

Guaranty Unconditional. The obligations of the Guarantors under this Article IX Company hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing foregoing, shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the followingby: (a) any extension, renewal, settlement, compromise, waiver or release in respect to the Guaranteed Obligations of any obligation of any Eligible Subsidiary under this Agreement or any agreement or instrumentNote, by operation of law or otherwise; (b) any modification or amendment of or supplement to this Agreement, Agreement or any Note, any other Loan Document, or any agreement or instrument evidencing or relating to any Guaranteed Obligation; (c) any release, impairment, non-perfection or invalidity of any direct or indirect security for the Guaranteed Obligations any obligation of any Eligible Subsidiary under this Agreement or any agreement or instrument evidencing or relating to any Guaranteed ObligationsNote; (d) any change in the corporate existence, structure or ownership of any Loan Party or other Subsidiary Eligible Subsidiary, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Party or other Eligible Subsidiary or its assets or any resulting release or discharge of any obligation of any Loan Party or other Eligible Subsidiary contained in this Agreement or any agreement or instrument evidencing or relating to any of the Guaranteed ObligationsNote; (e) the existence of any claim, set-off or other rights that any Loan Party which the Company may have at any time against any other Loan Party, the LenderEligible Subsidiary, any Affiliate of the Lender Agent, any Bank or any other Person, whether in connection herewith or any unrelated transactions, PROVIDED that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (f) any invalidity or unenforceability relating to or against any other Loan Party Eligible Subsidiary for any reason of this Agreement or any agreement or instrument evidencing or relating to any of the Guaranteed ObligationsNote, or any provision of applicable law or regulation purporting to prohibit the payment by any Loan Party of any Eligible Subsidiary of the Guaranteed Obligationsprincipal of or interest on any Loan, any Letter of Credit Liability or any other amount payable by it under this Agreement or any Note; or (g) any other act or omission to act or delay of any kind by any other Loan PartyEligible Subsidiary, the Lender any Agent or Bank or any other Person or any other circumstance whatsoever that which might, but for the provisions of this Articleparagraph, constitute a legal or equitable discharge of any Guarantor’s or defense to the Company's obligations under this Section other than the irrevocable payment in full of all Guaranteed Obligationshereunder.

Guaranty Unconditional. The obligations of the Guarantors under this Article IX Company hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing foregoing, shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the followingby: (ai) any extension, renewal, settlement, compromise, waiver or release in respect to the Guaranteed Obligations of any obligation of any Eligible Subsidiary under this Agreement or any agreement or instrumentNote, by operation of law or otherwise; (bii) any modification or amendment of or supplement to this Agreement, Agreement or any Note, any other Loan Document, or any agreement or instrument evidencing or relating to any Guaranteed Obligation; (ciii) any release, impairment, non-perfection or invalidity of any direct or indirect security for the Guaranteed Obligations any obligation of any Eligible Subsidiary under this Agreement or any agreement or instrument evidencing or relating to any Guaranteed ObligationsNote; (div) any change in the corporate existence, structure or ownership of any Loan Party or other Subsidiary Eligible Subsidiary, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Party or other Eligible Subsidiary or its assets assets, or any resulting resultant release or discharge of any obligation the obligations of any Loan Party Eligible Subsidiary hereunder or other Subsidiary contained in under any agreement or instrument evidencing or relating to any of the Guaranteed ObligationsNote; (ev) the existence of any claim, set-off or other rights that any Loan Party which the Company may have at any time against 27009/304/CA/ca.96.364.comp Draft of 02/11/98 4:31pm any other Loan PartyEligible Subsidiary, the LenderAgent, any Affiliate of the Lender Bank or any other Person, whether in connection herewith or any unrelated transactions, PROVIDED that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (fvi) any invalidity or unenforceability relating to or against any other Loan Party Eligible Subsidiary for any reason of this Agreement or any agreement or instrument evidencing or relating to any of the Guaranteed ObligationsNote, or any provision of applicable law or regulation purporting to prohibit the payment by any Loan Party of any Eligible Subsidiary of the Guaranteed Obligationsprincipal of or interest on any Note or any other amount payable by it under this Agreement; or (gvii) any other act or omission to act or delay of any kind by any other Loan PartyEligible Subsidiary, the Lender Agent, any Bank or any other Person or any other circumstance whatsoever that which might, but for the provisions of this Articleparagraph, constitute a legal or equitable discharge of any Guarantor’s or defense to the Company's obligations under this Section other than the irrevocable payment in full of all Guaranteed Obligationshereunder.

Guaranty Unconditional. The obligations of the Guarantors Company under this Article IX Section shall be unconditional and absolute and, without limiting the generality of the foregoing foregoing, shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the following: (a) any extension, renewal, settlement, compromise, waiver or release in respect to the any Company Guaranteed Obligations Obligation under any agreement or instrument, by operation of law or otherwise; (b) any modification or amendment of or supplement to this Agreement, any Note, any other Loan Document, or any agreement or instrument evidencing or relating to any Company Guaranteed Obligation; (c) any release, non-perfection or invalidity of any direct or indirect security for the any Company Guaranteed Obligations Obligation under any agreement or instrument evidencing or relating to any Company Guaranteed ObligationsObligation;’ (d) any change in the corporate existence, structure or ownership of any Loan Party Borrower or other Subsidiary or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Party Borrower or other Subsidiary or its assets or any resulting release or discharge of any obligation of any Loan Party Borrower or other Subsidiary contained in any agreement or instrument evidencing or relating to any of the Company Guaranteed ObligationsObligation; (e) the existence of any claim, set-off or other rights that any Loan Party which the Company may have at any time against any other Loan PartyBorrower, the Administrative Agent, any Lender, any Affiliate of the any Lender or any other Personperson, whether in connection herewith or any unrelated transactions; (f) any invalidity or unenforceability relating to or against any other Loan Party Borrower for any reason of any agreement or instrument evidencing or relating to any of the Company Guaranteed ObligationsObligation, or any provision of applicable law or regulation purporting to prohibit the payment by any Loan Party Borrower of any of the Company Guaranteed Obligations; or (g) any other act or omission of any kind by any other Loan PartyBorrower, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever that which might, but for the provisions of this ArticleSection, constitute a legal or equitable discharge of any Guarantorthe Company’s obligations under this Section other than the irrevocable payment in full of all Company Guaranteed Obligations.

Guaranty Unconditional. The obligations of the Guarantors under this Article IX Company hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing foregoing, shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the followingby: (a) any extension, renewal, settlement, compromise, waiver or release in respect to the Guaranteed Obligations of any obligation of any Eligible Subsidiary under this Agreement or any agreement or instrumentNote, by operation of law or otherwise; (b) any modification or amendment of or supplement to this Agreement, Agreement or any Note, any other Loan Document, or any agreement or instrument evidencing or relating to any Guaranteed Obligation; (c) any release, impairment, non-perfection or invalidity of any direct or indirect security for the Guaranteed Obligations any obligation of any Eligible Subsidiary under this Agreement or any agreement or instrument evidencing or relating to any Guaranteed ObligationsNote; (d) any change in the corporate existence, structure or ownership of any Loan Party or other Subsidiary Eligible Subsidiary, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Party or other Eligible Subsidiary or its assets or any resulting release or discharge of any obligation of any Loan Party or other Eligible Subsidiary contained in this Agreement or any agreement or instrument evidencing or relating to any of the Guaranteed ObligationsNote; (e) the existence of any claim, set-off or other rights that any Loan Party which the Company may have at any time against any other Loan Party, the LenderEligible Subsidiary, any Affiliate of the Agent, any Issuing Bank, any other Lender or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (f) any invalidity or unenforceability relating to or against any other Loan Party Eligible Subsidiary for any reason of this Agreement or any agreement or instrument evidencing or relating to any of the Guaranteed ObligationsNote, or any provision of applicable law or regulation purporting to prohibit the payment by any Loan Party of any Eligible Subsidiary of the Guaranteed Obligationsprincipal of or interest on any Note or any other amount payable by it under this Agreement; or (g) any other act or omission to act or delay of any kind by any other Loan PartyEligible Subsidiary, the Lender any Agent, any Issuing Bank or any other Person or any other circumstance whatsoever that which might, but for the provisions of this Articleparagraph, constitute a legal or equitable discharge of or defense to any Guarantor’s Eligible Subsidiary's or the Company's obligations under this Section other than the irrevocable payment in full of all Guaranteed Obligationshereunder.

Guaranty Unconditional. The obligations of the Guarantors Borrower under this Article IX X shall be unconditional and absolute and, without limiting the generality of the foregoing shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the following: (a) any extension, renewal, settlement, compromise, waiver or release in respect to the Borrower Guaranteed Obligations under any agreement or instrument, by operation of law or otherwise; (b) any modification or amendment of or supplement to this Agreement, any Note, any other Loan Document, or any agreement or instrument evidencing or relating to any Borrower Guaranteed Obligation; (c) any release, non-perfection or invalidity of any direct or indirect security for the Borrower Guaranteed Obligations under any agreement or instrument evidencing or relating to any Borrower Guaranteed Obligations; (d) any change in the corporate existence, structure or ownership of any Loan Credit Party or other Subsidiary or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Credit Party or other Subsidiary or its assets or any resulting release or discharge of any obligation of any Loan Credit Party or other Subsidiary contained in any agreement or instrument evidencing or relating to any of the Borrower Guaranteed Obligations; (e) the existence of any claim, set-off or other rights that any Loan Party the Borrower may have at any time against any other Loan Credit Party, the Administrative Agent, any Lender, any Affiliate of the any Lender or any other Person, whether in connection herewith or any unrelated transactions; (f) any invalidity or unenforceability relating to or against any other Loan Credit Party for any reason of any agreement or instrument evidencing or relating to any of the Borrower Guaranteed Obligations, or any provision of applicable law or regulation purporting to prohibit the payment by any Loan Credit Party of any of the Borrower Guaranteed Obligations; or (g) any other act or omission of any kind by any other Loan Credit Party, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever that might, but for the provisions of this ArticleArticle X, constitute a legal or equitable discharge of any Guarantorthe Borrower’s obligations under this Section 10.03 other than the irrevocable payment in full of all Borrower Guaranteed Obligations.

Guaranty Unconditional. The obligations of the Guarantors under this Article IX Parent hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing foregoing, shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the followingby: (a) any extension, renewal, settlement, compromise, waiver or release in respect to the Guaranteed Obligations of any obligation of any Subsidiary Borrower under any agreement or instrumentthis Agreement, by operation of law or otherwise; (b) any modification or amendment of or supplement to this Agreement, any Note, any other Loan Document, or any agreement or instrument evidencing or relating to any Guaranteed Obligation; (c) any release, impairment, non-perfection or invalidity of any direct or indirect security for the Guaranteed Obligations any obligation of any Subsidiary Borrower under any agreement or instrument evidencing or relating to any Guaranteed Obligationsthis Agreement; (d) any change in the corporate existence, structure or ownership of any Loan Party or other Subsidiary Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Party or other Subsidiary Borrower or its assets or any resulting release or discharge of any obligation of any Loan Party or other Subsidiary Borrower contained in any agreement or instrument evidencing or relating to any of the Guaranteed Obligationsthis Agreement; (e) the existence of any claim, set-off or other rights that any Loan Party which the Parent may have at any time against any other Loan PartySubsidiary Borrower, any Agent, any Lender, the Lender, any Affiliate of the Lender Issuing Bank or any other Person, whether in connection herewith with this Agreement or any unrelated transactions, PROVIDED that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (f) any invalidity or unenforceability relating to or against any other Loan Party Subsidiary Borrower for any reason of any agreement or instrument evidencing or relating to any of the Guaranteed Obligationsthis Agreement, or any provision of applicable law or regulation purporting to prohibit the payment by any Loan Party of any Subsidiary Borrower of the Guaranteed Obligationsprincipal of or interest on any Loan or any other amount payable by any Subsidiary Borrower under this Agreement; or (g) any other act or omission to act or delay of any kind by any other Loan PartySubsidiary Borrower, any Agent, any Lender, the Lender Issuing Bank or any other Person or any other circumstance whatsoever that which might, but for the provisions of this Articleparagraph, constitute a legal or equitable discharge of any Guarantor’s or defense to the Parent's obligations under this Section other than the irrevocable payment in full of all Guaranteed Obligationshereunder.

Guaranty Unconditional. The obligations of the Guarantors Company under this Article IX Section 15 shall be continuing, unconditional and absolute and, without limiting the generality of the foregoing foregoing, shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the followingby: (a) any extension, renewal, settlement, compromise, waiver or release in respect to the of any Guaranteed Obligations under any agreement or instrumentObligation, by operation of law or otherwise; (b) any modification or amendment of or supplement to this Agreement, any Note, any other Loan Document, or any agreement or instrument evidencing or relating to any Guaranteed Obligation; (c) any modification, amendment, waiver, release, non-perfection or invalidity of any direct or indirect security security, or of any Suretyship Liability or other liability of any third party, for the Guaranteed Obligations under any agreement or instrument evidencing or relating to any Guaranteed ObligationsObligation; (d) any change in the corporate existence, structure or ownership of any Subsidiary that is a Borrower or any other Loan Party or other Subsidiary Party, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Subsidiary that is a Borrower or any other Loan Party or other Subsidiary or its assets or any resulting release or discharge of any obligation of any Loan Party or other Subsidiary contained in any agreement or instrument evidencing or relating to any of the Guaranteed ObligationsObligation; (e) the existence of any claim, set-off setoff or other rights that any Loan Party right which the Company may have at any time against any other Loan PartySubsidiary that is a Borrower, the LenderAdministrative Agent, any Affiliate of the Lender or any other Person, whether or not arising in connection herewith or any unrelated transactionswith the Loan Documents; (f) any invalidity or unenforceability relating to or against any Subsidiary that is a Borrower or any other Loan Party for any reason of the whole or any agreement or instrument evidencing or relating to provision of any of the Guaranteed ObligationsLoan Document, or any provision of applicable law or regulation purporting to prohibit the payment or performance by any Loan Party of any Subsidiary that is a Borrower of the Guaranteed Obligations; or (g) any other act or omission of any kind to act or delay by any Subsidiary that is a Borrower, any other Loan Party, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever that might, but for the provisions of this ArticleSection 15.2, constitute a legal or equitable discharge of any Guarantor’s the obligations of the Company under this Section other than the irrevocable payment in full of all Guaranteed Obligations15.

Guaranty Unconditional. The obligations of the Guarantors Borrower under this Article IX ‎X shall be unconditional and absolute and, without limiting the generality of the foregoing shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the following: (a) any extension, renewal, settlement, compromise, waiver or release in respect to the Borrower Guaranteed Obligations under any agreement or instrument, by operation of law or otherwise; (b) any modification or amendment of or supplement to this Agreement, any Note, any other Loan Document, or any agreement or instrument evidencing or relating to any Borrower Guaranteed Obligation; (c) any release, non-perfection or invalidity of any direct or indirect security for the Borrower Guaranteed Obligations under any agreement or instrument evidencing or relating to any Borrower Guaranteed Obligations; (d) any change in the corporate existence, structure or ownership of any Loan Credit Party or other Subsidiary or any insolvency, bankruptcy, reorganization or other similar proceeding (including any Debtor Relief Law) affecting any Loan Credit Party or other Subsidiary or its assets or any resulting release or discharge of any obligation of any Loan Credit Party or other Subsidiary contained in any agreement or instrument evidencing or relating to any of the Borrower Guaranteed Obligations; (e) the existence of any claim, set-off or other rights that any Loan Party the Borrower may have at any time against any other Loan Credit Party, the Administrative Agent, any Lender, any Affiliate of the any Lender or any other Person, whether in connection herewith or any unrelated transactions; (f) any invalidity or unenforceability relating to or against any other Loan Credit Party for any reason of any agreement or instrument evidencing or relating to any of the Borrower Guaranteed Obligations, or any provision of applicable law or regulation purporting to prohibit the payment by any Loan Credit Party of any of the Borrower Guaranteed Obligations; or (g) any other act or omission of any kind by any other Loan Credit Party, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever that might, but for the provisions of this Article, constitute a legal or equitable discharge of any Guarantorthe Borrower’s obligations under this Section other than the irrevocable payment in full in cash of all Borrower Guaranteed Obligations.

Guaranty Unconditional. The obligations of the Guarantors Borrower under this Article IX XI shall be irrevocable, unconditional and absolute and, without limiting the generality of the foregoing foregoing, shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the followingby: (a) any extension, renewal, settlement, compromise, waiver or release in respect to the Guaranteed Obligations of any obligation of any Guarantor under any agreement Loan Document or instrumentany applicable Secured Hedge Agreement or Secured Cash Management Agreement, by operation of law or otherwiseotherwise (other than payment in full of the Secured Obligations of the Guarantors (other than payment of (A) contingent indemnification obligations and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements reasonably satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made)); (b) any modification or amendment of or supplement to this Agreement, any Note, any other Loan Document, Document or any agreement applicable Secured Hedge Agreement or instrument evidencing or relating to any Guaranteed ObligationSecured Cash Management Agreement; (c) any release, impairment, non-perfection or invalidity of any direct or indirect security for the Guaranteed Obligations any obligation of any Guarantor under any agreement Loan Document or instrument evidencing any applicable Secured Hedge Agreement or relating to any Guaranteed ObligationsSecured Cash Management Agreement; (d) any change in the corporate existence, structure or ownership of any Loan Party or other Subsidiary Guarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Party Guarantor or other Subsidiary or any of its assets or any resulting release or discharge of any obligation of any Loan Party or other Subsidiary such Guarantor contained in any agreement Loan Document or instrument evidencing any applicable Secured Hedge Agreement or relating to any Secured Cash Management Agreement (other than payment in full of the Guaranteed ObligationsSecured Obligations of the Guarantors (other than payment of (A) contingent indemnification obligations and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements reasonably satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made)); (e) the existence of any claim, set-off or other rights that any Loan Party right which the Borrower may have at any time against any other Loan Party, the LenderAdministrative Agent, any Affiliate of the Lender or any other Person, whether in connection herewith with this Agreement, any other Loan Document, any applicable Secured Hedge Agreement, Secured Cash Management Agreement or any unrelated transactionstransaction; (f) any invalidity or unenforceability relating to or against any other Loan Party for any reason of any agreement Loan Document or instrument evidencing any applicable Secured Hedge Agreement or relating to any of the Guaranteed ObligationsSecured Cash Management Agreement, or any provision of applicable law Law or regulation purporting to prohibit the payment by any Loan Party Guarantor of any of the Guaranteed Obligationsamounts payable by it under its Guaranty, any other Loan Document or any applicable Secured Hedge Agreement or Secured Cash Management Agreement; or (g) any other act or omission to act or delay of any kind by any other Loan Party, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever that which might, but for the provisions of this Articleparagraph, constitute a legal or equitable discharge of any Guarantoror defense to the Borrower’s obligations under this Section other than the irrevocable payment in full of all Guaranteed Obligationshereunder.

Guaranty Unconditional. The obligations of the Guarantors Alcan under this Article IX 9 shall be unconditional and absolute and, without limiting the generality of the foregoing foregoing, shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the followingby: (ai) any extension, renewal, settlement, compromise, waiver or release in respect to the Guaranteed Obligations of any obligation of any Designated Subsidiary under this Agreement or any agreement or instrumentof its Notes, by operation of law or otherwise; (bii) any modification or amendment of or supplement to this Agreement, any Note, any other Loan Document, Agreement or any agreement Note of such Designated Subsidiary (except that the guarantee of Alcan under this Article 9 shall apply to the obligations of such Designated Subsidiary as modified, amended or instrument evidencing or relating to any Guaranteed Obligationsupplemented thereby); (ciii) any release, impairment, non-perfection or invalidity of any direct or indirect security for the Guaranteed Obligations any obligation of any Designated Subsidiary under this Agreement or any agreement or instrument evidencing or relating to any Guaranteed Obligationsof its Notes; (div) any change in the corporate existence, structure or ownership of any Loan Party or other Subsidiary Designated Subsidiary, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Party or other Designated Subsidiary or its assets or any resulting release or discharge of any obligation of any Loan Party or other Designated Subsidiary contained in any agreement this Agreement or instrument evidencing or relating to any of the Guaranteed Obligationsits Notes; (ev) the existence of any claim, set-off or other rights that any Loan Party which Alcan may have at any time against any other Loan PartyDesignated Subsidiary, the LenderAgent, any Affiliate of the Lender or any other Person, whether in connection herewith or with any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (fvi) any invalidity or unenforceability relating to or against any other Loan Party Designated Subsidiary for any reason of any agreement this Agreement or instrument evidencing or relating to any of the Guaranteed Obligationsits Notes, or any provision of applicable law or regulation purporting to prohibit the payment by any Loan Party Designated Subsidiary of the principal of or interest on any of the Guaranteed Obligationsits Notes or any other amount payable by it under this Agreement; or (gvii) any other act or omission to act or delay of any kind by any other Loan PartyDesignated Subsidiary, the Agent, Lender or any other Person or any other circumstance whatsoever that which might, but for the provisions of this Articleparagraph, constitute a legal or equitable discharge of any Guarantor’s Alcan's obligations under this Section other than the irrevocable payment in full of all Guaranteed Obligationshereunder.