Common use of Guaranty Unconditional Clause in Contracts

Guaranty Unconditional. This is a guaranty of payment and not of collection, and the obligations of the Guarantor hereunder are unconditional and absolute except as specifically provided herein and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Debtor with respect to any Obligation, by operation of law or otherwise; (ii) any modification or amendment or supplement to any document evidencing any Obligation; (iii) any release, non-perfection or invalidity of any direct or indirect security for any Obligation or any release of any other guarantor of any Obligation; (iv) any change in the existence, structure or ownership of the Debtor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Debtor or its assets or any resulting disallowance, release or discharge of all or any portion of any Obligation; (v) the existence of any claim, set-off or other right which any guarantors may have at any time against the Debtor, any Beneficiary or any other corporation or person, whether in connection herewith or any unrelated transaction; provided, however, that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability of any Obligation, or any provision of applicable law or regulation purporting to prohibit the payment by the Debtor of any Obligation; (vii) any failure by Beneficiary (A) to file or enforce a claim against the Debtor or its estate (in a bankruptcy or other proceeding), (B) to give notice of the existence, creation or incurring by the Debtor of any new or additional indebtedness or obligation under or with respect to any Obligation, (C) to commence any action against the Debtor, (D) to disclose to the Guarantor any facts that the Beneficiary may now or hereafter know with regard to the Debtor, or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing any Obligation; (viii) any other act or omission to act or delay of any kind by the Debtor, the Beneficiary, or any other person; or (ix) any other circumstance whatsoever that might, but for the provisions of this clause, constitute a legal or equitable discharge of any of the Guarantor’s obligations hereunder.

Guaranty Unconditional. This is a guaranty of payment and not of collection, and the The obligations of the each Guarantor hereunder are unconditional and absolute except as specifically provided herein and, without limiting the generality of the foregoing, shall will not be released, discharged or otherwise affected by: : (ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Debtor with respect to Issuer under this Indenture or any ObligationNote, by operation of law or otherwise; ; (iib) any modification or amendment of or supplement to any document evidencing any Obligation; (iii) any release, non-perfection or invalidity of any direct or indirect security for any Obligation this Indenture or any release of any other guarantor of any Obligation; Note; (ivc) any change in the corporate existence, structure or ownership of the DebtorIssuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Debtor Issuer or its assets or any resulting disallowance, release or discharge of all any obligation of the Issuer contained in this Indenture or any portion of any Obligation; Note; (vd) the existence of any claim, set-off or other right rights which any guarantors the Guarantor may have at any time against the DebtorIssuer, any Beneficiary the Trustee or any other corporation or personPerson, whether in connection herewith with this Indenture or any unrelated transaction; providedtransactions, however, provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim; ; (vie) any invalidity or unenforceability relating to or against the Issuer for any reason of this Indenture or any ObligationNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Debtor of any Obligation; (vii) any failure by Beneficiary (A) to file or enforce a claim against the Debtor or its estate (in a bankruptcy or other proceeding), (B) to give notice Issuer of the existence, creation principal of or incurring interest on any Note or any other amount payable by the Debtor of any new or additional indebtedness or obligation Issuer under or with respect to any Obligation, this Indenture; or (C) to commence any action against the Debtor, (D) to disclose to the Guarantor any facts that the Beneficiary may now or hereafter know with regard to the Debtor, or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing any Obligation; (viiif) any other act or omission to act or delay of any kind by the DebtorIssuer, the Beneficiary, Trustee or any other person; Person or (ix) any other circumstance whatsoever that which might, but for the provisions of this clauseSection, constitute a legal or equitable discharge of any of the or defense to such Guarantor’s obligations hereunder.

Guaranty Unconditional. This is a guaranty of payment and not of collection, and the The obligations of the Guarantor Company hereunder are unconditional shall be unconditional, irrevocable and absolute except as specifically provided herein and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: : (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Debtor with respect to Capital Funding under this Agreement or any ObligationNote, by operation of law or otherwise; ; (ii) any modification or amendment of or supplement to this Agreement or any document evidencing any Obligation; Note; (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any Obligation obligation of Capital Funding under this Agreement or any release of any other guarantor of any Obligation; Note; (iv) any change in the corporate existence, structure or ownership of the Debtor, Capital Funding or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Debtor Capital Funding or its assets or any resulting disallowance, release or discharge of all any obligation of Capital Funding contained in this Agreement or any portion of any Obligation; Note; (v) the existence of any claim, set-off or other right rights which any guarantors the Company may have at any time against Capital Funding, the DebtorAgent, any Beneficiary Bank or any other corporation or personPerson, whether in connection herewith or any unrelated transaction; providedtransactions, however, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; ; (vi) any invalidity or unenforceability relating to or against Capital Funding for any reason of this Agreement or any ObligationNote, or any provision of applicable law or regulation purporting to prohibit the payment by Capital Funding of the Debtor principal of or interest on any ObligationNote or any other amount payable by it under this Agreement; or (vii) any failure by Beneficiary (A) to file or enforce a claim against the Debtor or its estate (in a bankruptcy or other proceeding), (B) to give notice of the existence, creation or incurring by the Debtor of any new or additional indebtedness or obligation under or with respect to any Obligation, (C) to commence any action against the Debtor, (D) to disclose to the Guarantor any facts that the Beneficiary may now or hereafter know with regard to the Debtor, or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing any Obligation; (viii) any other act or omission to act or delay of any kind by the DebtorCapital Funding, the BeneficiaryAgent, any Bank or any other person; Person or (ix) any other circumstance whatsoever that which might, but for the provisions of this clauseparagraph, constitute a legal or equitable discharge of any of the Guarantor’s Company's obligations hereunder.

Guaranty Unconditional. This is a guaranty of payment and not of collection, and the The obligations of the each Subsidiary Guarantor hereunder are unconditional and absolute except as specifically provided herein and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Debtor with respect to Company under this Indenture or any ObligationNote, by operation of law or otherwise; ; (ii) any modification or amendment of or supplement to this Indenture or any document evidencing any Obligation; Note; (iii) any release, non-perfection or invalidity of any direct or indirect security for any Obligation or any release of any other guarantor of any Obligation; (iv) any change in the corporate existence, structure or ownership of the DebtorCompany, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Debtor Company or its assets or any resulting disallowance, release or discharge of all any obligation of the Company contained in this Indenture or any portion of any Obligation; Note; (viv) the existence of any claim, set-off or other right rights which any guarantors the Subsidiary Guarantor may have at any time against the DebtorCompany, any Beneficiary the Trustee or any other corporation or personPerson, whether in connection herewith with this Indenture or any unrelated transaction; providedtransactions, however, provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim; ; (viv) any invalidity or unenforceability relating to or against the Company for any reason of this Indenture or any ObligationNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Debtor of any Obligation; (vii) any failure by Beneficiary (A) to file or enforce a claim against the Debtor or its estate (in a bankruptcy or other proceeding), (B) to give notice Company of the existence, creation principal of or incurring interest on any Note or any other amount payable by the Debtor of any new or additional indebtedness or obligation Company under or with respect to any Obligation, this Indenture; or (C) to commence any action against the Debtor, (D) to disclose to the Guarantor any facts that the Beneficiary may now or hereafter know with regard to the Debtor, or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing any Obligation; (viiivi) any other act or omission to act or delay of any kind by the DebtorCompany, the Beneficiary, Trustee or any other person; Person or (ix) any other circumstance whatsoever that which might, but for the provisions of this clauseparagraph, constitute a legal or equitable discharge of any of the or defense to such Subsidiary Guarantor’s obligations hereunder.

Guaranty Unconditional. This is a guaranty of payment and not of collection, and the The obligations of the Guarantor Guarantors hereunder are unconditional and absolute except as specifically provided herein and, without limiting the generality of the foregoing, shall will not be released, discharged or otherwise affected by: : (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Debtor with respect to Issuer under this Indenture or any ObligationNote, by operation of law or otherwise; ; (ii) any modification or amendment of or supplement to this Indenture or any document evidencing any Obligation; Note; (iii) any release, non-perfection or invalidity of any direct or indirect security for any Obligation or any release of any other guarantor of any Obligation; (iv) any change in the corporate existence, structure or ownership of the DebtorIssuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Debtor Issuer or its assets or any resulting disallowance, release or discharge of all any obligation of the Issuer contained in this Indenture or any portion of any Obligation; Note; (viv) the existence of any claim, set-off or other right rights which any guarantors the Guarantors may have at any time against the DebtorIssuer, any Beneficiary the Trustee or any other corporation or personPerson, whether in connection herewith with this Indenture or any unrelated transactiontransactions; provided, however, provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim; ; (viv) any invalidity or unenforceability relating to or against the Issuer for any reason of this Indenture or any ObligationNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Debtor of any Obligation; (vii) any failure by Beneficiary (A) to file or enforce a claim against the Debtor or its estate (in a bankruptcy or other proceeding), (B) to give notice Issuer of the existence, creation principal of or incurring interest on any Note or any other amount payable by the Debtor of any new or additional indebtedness or obligation Issuer under or with respect to any Obligation, this Indenture; or (C) to commence any action against the Debtor, (D) to disclose to the Guarantor any facts that the Beneficiary may now or hereafter know with regard to the Debtor, or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing any Obligation; (viiivi) any other act or omission to act or delay of any kind by the DebtorIssuer, the Beneficiary, Trustee or any other person; Person or (ix) any other circumstance whatsoever that which might, but for the provisions of this clauseparagraph, constitute a legal or equitable discharge of any of or defense to the Guarantor’s Guarantors’ obligations hereunder.

Guaranty Unconditional. This is a guaranty of payment and not of collection, and the The obligations of the Guarantor Guarantors hereunder are unconditional and absolute except as specifically provided herein and, without limiting the generality of the foregoing, shall will not be released, discharged or otherwise affected by: : (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Debtor with respect to Issuer under this Indenture or any ObligationNote, by operation of law or otherwise; ; (ii) any modification or amendment of or supplement to this Indenture or any document evidencing any Obligation; Note; (iii) any release, non-perfection or invalidity of any direct or indirect security for any Obligation or any release of any other guarantor of any Obligation; (iv) any change in the corporate existence, structure or ownership of the DebtorIssuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Debtor Issuer or its assets or any resulting disallowance, release or discharge of all any obligation of the Issuer contained in this Indenture or any portion of any Obligation; Note; (viv) the existence of any claim, set-off or other right rights which any guarantors the Guarantors may have at any time against the DebtorIssuer, any Beneficiary the Trustee or any other corporation or personPerson, whether in connection herewith with this Indenture or any unrelated transactiontransactions; provided, however, provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim; ; (viv) any invalidity or unenforceability relating to or against the Issuer for any reason of this Indenture or any ObligationNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Debtor of any Obligation; (vii) any failure by Beneficiary (A) to file or enforce a claim against the Debtor or its estate (in a bankruptcy or other proceeding), (B) to give notice Issuer of the existence, creation principal of or incurring interest on any Note or any other amount payable by the Debtor of any new or additional indebtedness or obligation Issuer under or with respect to any Obligation, this Indenture; (C) to commence any action against the Debtor, (D) to disclose to the Guarantor any facts that the Beneficiary may now or hereafter know with regard to the Debtor, or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing any Obligation; (viiivi) any other act or omission to act or delay of any kind by the DebtorIssuer, the Beneficiary, Trustee or any other person; Person or (ix) any other circumstance whatsoever that which might, but for the provisions of this clauseparagraph, constitute a legal or equitable discharge of or defense to the Guarantors’ obligations hereunder; or (vii) any petition be filed by or against the Issuer or any of the GuarantorGuarantors for liquidation or reorganization, should the Issuer or either Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s obligations hereunderassets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

Guaranty Unconditional. This is a guaranty of payment and not of collection, and the The obligations of the Guarantor hereunder are Company under this Article XVII shall be irrevocable, unconditional and absolute except as specifically provided herein and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: : (ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any Borrower (other than the Debtor with respect to Company) under this Agreement or any ObligationNote, by operation of law or otherwise; ; (iib) any modification or amendment of or supplement to this Agreement or any document evidencing any Obligation; Note; (iiic) any release, impairment, non-perfection or invalidity of any direct or indirect security for any Obligation obligation of any Borrower (other than the Company) under this Agreement or any release of any other guarantor of any Obligation; Note; (ivd) any change in the corporate existence, structure or ownership of the Debtorany Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Debtor any Borrower or its such Borrower's assets or any resulting disallowance, release or discharge of all any obligation of any Borrower (other than the Company) contained in this Agreement or any portion of any Obligation; Note; (ve) the existence of any claim, set-off or other right rights which any guarantors the Company may have at any time against any other Borrower, the DebtorAdministrative Agent, any Beneficiary Lender or any other corporation or personPerson, whether in connection herewith or any unrelated transaction; provided, however, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; ; (vif) any invalidity or unenforceability relating to or against any Borrower (other than the Company) for any reason of this Agreement or any ObligationNote, or any provision of applicable law or regulation purporting to prohibit the payment by any Borrower (other than the Debtor of any Obligation; (viiCompany) any failure by Beneficiary (A) to file or enforce a claim against the Debtor or its estate (in a bankruptcy or other proceeding), (B) to give notice of the existence, creation principal of or incurring interest on any Loan or any other amount payable by the Debtor of any new or additional indebtedness or obligation other Borrower under or with respect to any Obligation, this Agreement; or (C) to commence any action against the Debtor, (D) to disclose to the Guarantor any facts that the Beneficiary may now or hereafter know with regard to the Debtor, or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing any Obligation; (viiig) any other act or omission to act or delay of any kind by the Debtorany other Borrower, the BeneficiaryAdministrative Agent, any Lender or any other person; Person or (ix) any other circumstance whatsoever that which might, but for the provisions of this clauseparagraph, constitute a legal or equitable discharge of any of the Guarantor’s Company's obligations as guarantor hereunder.

Guaranty Unconditional. This is a guaranty of payment and not of collection, and the The obligations of the Guarantor hereunder are Company under this Article XI shall be absolute, unconditional and absolute except as specifically provided herein irrevocable and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: : (ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Debtor with respect to Canadian Borrower under this Agreement or any Obligationother Loan Document, by operation of law or otherwise; ; (iib) any modification or amendment of or supplement to this Agreement or any document evidencing any Obligation; other Loan Document; (iiic) any release, impairment, non-perfection or invalidity of any other guaranty or of any direct or indirect security for any Obligation obligation of the Canadian Borrower under this Agreement or any release of any other guarantor of any Obligation; Loan Document; (ivd) any change in the corporate existence, structure or ownership of the Debtor, Canadian Borrower or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Debtor Canadian Borrower or its the Canadian Borrower's assets or any resulting disallowance, release or discharge of all any obligation of the Canadian Borrower contained in this Agreement or any portion of any Obligation; other Loan Document; (ve) the existence of any claim, set-off or other right which any guarantors the Company may have at any time against the DebtorCanadian Borrower, either Agent, any Beneficiary Lender or any other corporation or personPerson, whether in connection herewith or any unrelated transaction; provided, however, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; ; (vif) any invalidity or unenforceability relating to or against the Canadian Borrower for any reason of this Agreement or any Obligationother Loan Document, or any provision of applicable law or regulation Applicable Law purporting to prohibit the payment by the Debtor of any Obligation; (vii) any failure by Beneficiary (A) to file or enforce a claim against the Debtor or its estate (in a bankruptcy or other proceeding), (B) to give notice Canadian Borrower of the existence, creation principal of or incurring interest on any other Loan Document or any other amount payable by the Debtor of any new or additional indebtedness or obligation Canadian Borrower under or with respect to any Obligation, this Agreement; or (C) to commence any action against the Debtor, (D) to disclose to the Guarantor any facts that the Beneficiary may now or hereafter know with regard to the Debtor, or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing any Obligation; (viiig) any other act or omission to act or delay of any kind by the DebtorCanadian Borrower, the Beneficiaryeither Agent, any Lender or any other person; Person or (ix) any other circumstance whatsoever that which might, but for the provisions of this clauseparagraph, constitute a legal or equitable discharge of any of the Guarantor’s Company's obligations as guarantor hereunder.

Guaranty Unconditional. This is a guaranty of payment and not of collection, and the The obligations of the Guarantor hereunder are unconditional and absolute except as specifically provided herein and, without limiting the generality of the foregoing, shall will not be released, discharged or otherwise affected by: : (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Debtor with respect to Company under this Indenture or any ObligationNote, by operation of law or otherwise; ; (ii) any modification or amendment of or supplement to this Indenture or any document evidencing any Obligation; Note; (iii) any release, non-perfection or invalidity of any direct or indirect security for any Obligation or any release of any other guarantor of any Obligation; (iv) any change in the corporate existence, structure or ownership of the DebtorCompany, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Debtor Company or its assets or any resulting disallowance, release or discharge of all any obligation of the Company contained in this Indenture or any portion of any Obligation; Note; (viv) the existence of any claim, set-off or other right rights which any guarantors the Guarantor may have at any time against the DebtorCompany, any Beneficiary the Trustee or any other corporation or personPerson, whether in connection herewith with this Indenture or any unrelated transactiontransactions; provided, however, provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim; ; (viv) any invalidity or unenforceability relating to or against the Company for any reason of this Indenture or any ObligationNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Debtor of any Obligation; (vii) any failure by Beneficiary (A) to file or enforce a claim against the Debtor or its estate (in a bankruptcy or other proceeding), (B) to give notice Company of the existence, creation principal of or incurring interest on any Note or any other amount payable by the Debtor of any new or additional indebtedness or obligation Company under or with respect to any Obligation, this Indenture; or (C) to commence any action against the Debtor, (D) to disclose to the Guarantor any facts that the Beneficiary may now or hereafter know with regard to the Debtor, or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing any Obligation; (viiivi) any other act or omission to act or delay of any kind by the DebtorCompany, the Beneficiary, Trustee or any other person; Person or (ix) any other circumstance whatsoever that which might, but for the provisions of this clauseparagraph, constitute a legal or equitable discharge of any of or defense to the Guarantor’s obligations hereunder.

Guaranty Unconditional. This is a guaranty of payment and not of collection, and the The obligations of the Guarantor hereunder are unconditional under this Guaranty shall be unconditional, absolute and absolute except as specifically provided herein irrevocable and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: : (ia) any extension, renewal, settlement, compromise, waiver or release (including with respect to any Collateral) in respect of any obligation of any other obligor under any of the Debtor with respect to any ObligationCredit Documents, by operation of law or otherwise; ; (iia) any modification or amendment of or supplement to any document evidencing any Obligation; of the Credit Documents; (iiib) any release, non-perfection or invalidity of any direct or indirect security for any Obligation or any release obligation of any other guarantor obligor under any of any Obligation; the Credit Documents; (ivc) any change in the corporate existence, structure or ownership of the Debtorany obligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Debtor any other obligor or its assets or any resulting disallowance, release or discharge of all or any portion obligation of any Obligation; other obligor contained in any of the Credit Documents; (vd) the existence of any claim, set-off or other right rights which any guarantors obligor may have at any time against any other obligor, the DebtorAdministrative Agent, the L/C Administrator, any Beneficiary Fronting Bank, any Lender or any other corporation or person, whether in connection herewith with any of the Credit Documents or any unrelated transaction; providedtransactions, however, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; ; (vie) any invalidity or unenforceability relating to or against any other obligor for any reason of any Obligationof the Credit Documents, or any provision of applicable law or regulation purporting to prohibit the payment by any other obligor of principal, interest or any other amount payable under any of the Debtor Credit Documents; (f) any law, regulation or order of any Obligation; (vii) jurisdiction, or any failure by Beneficiary (A) to file or enforce a claim against the Debtor or its estate (in a bankruptcy or other proceeding)event, (B) to give notice affecting any term of any obligation of the existence, creation or incurring by the Debtor of any new or additional indebtedness or obligation under or Guaranteed Parties’ rights with respect to any Obligation, thereto; or (C) to commence any action against the Debtor, (D) to disclose to the Guarantor any facts that the Beneficiary may now or hereafter know with regard to the Debtor, or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing any Obligation; (viiig) any other act or omission to act or delay of any kind by the Debtorany obligor, the BeneficiaryAdministrative Agent, the L/C Administrator, any Fronting Bank, any Lender or any other person; corporation or (ix) person or any other circumstance whatsoever that (other than the defense of payment or performance) which might, but for the provisions of this clauseparagraph, constitute a legal or equitable discharge of any of or defense to the Guarantor’s obligations hereunderunder this Guaranty.

Guaranty Unconditional. This is a guaranty of payment and not of collection, and the The obligations of the Guarantor Xerox hereunder are shall be unconditional and absolute except as specifically provided herein and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: : (ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Debtor with respect to any ObligationOverseas Borrower under this Agreement or any of its Notes, by operation of law or otherwise; ; (iib) any modification or amendment of or supplement to this Agreement or any document evidencing any Obligation; Note; (iiic) any release, impairment, non-perfection or invalidity of any direct or indirect security for any Obligation obligation of any Overseas Borrower under this Agreement or any release of any other guarantor of any Obligation; its Notes; (ivd) any change in the corporate existence, structure or ownership of the Debtorany Overseas Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Debtor any Overseas Borrower or its assets or any resulting disallowance, release or discharge of all any obligation of any Overseas Borrower contained in this Agreement or any portion of any Obligation; its Notes; (ve) the existence of any claim, set-off or other right rights which any guarantors Xerox may have at any time against the Debtorany Overseas Borrower, any Beneficiary Agent, any Lender or any other corporation or personPerson, whether in connection herewith with this Agreement or any unrelated transactiontransactions; provided, however, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; ; (vif) any invalidity or unenforceability relating to or against any Overseas Borrower for any reason of this Agreement or any Obligationof its Notes, or any provision of applicable law or regulation purporting to prohibit the payment by the Debtor of any Obligation; (vii) any failure by Beneficiary (A) to file or enforce a claim against the Debtor or its estate (in a bankruptcy or other proceeding), (B) to give notice Overseas Borrower of the existence, creation principal of or incurring interest on any Advances made to it or any other amount payable by the Debtor of any new or additional indebtedness or obligation it under or with respect to any Obligation, this Agreement; or (C) to commence any action against the Debtor, (D) to disclose to the Guarantor any facts that the Beneficiary may now or hereafter know with regard to the Debtor, or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing any Obligation; (viiig) any other act or omission to act or delay of any kind by the Debtorany Overseas Borrower, the Beneficiaryany Agent, any Lender or any other person; Person or (ix) any other circumstance whatsoever that which might, but for the provisions of this clause, clause constitute a legal or equitable discharge of any of the Guarantor’s Xerox' obligations hereunderunder this Article 9.

Guaranty Unconditional. This is a guaranty of payment and not of collection, and the The obligations of the Guarantor Company hereunder are shall be unconditional and absolute except as specifically provided herein and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: : (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any Borrowing Subsidiary under this Agreement, any Note or any Local Currency Addendum or the Debtor with respect to exchange, release or non-perfection of any Obligation, by operation of law or otherwise; collateral security therefor; (ii) any modification or amendment of or supplement to this Agreement, any document evidencing Note or any Obligation; Local Currency Addendum: (iii) any release, non-perfection or invalidity of any direct or indirect security for any Obligation or any release of any other guarantor of any Obligation; (iv) any change in the corporate existence, structure or ownership of the Debtorany Borrowing Subsidiary, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Debtor any Borrowing Subsidiary or its assets or any resulting disallowance, release or discharge of all or any portion of any Obligation; assets; (viv) the existence of any claim, set-off or other right rights which any guarantors the Company may have at any time against any Borrowing Subsidiary, the DebtorAgent, the Euro-Agent, any Beneficiary Local Currency Agent, any Bank or any other corporation or personPerson, whether in connection herewith or any unrelated transaction; providedtransactions, however, PROVIDED that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; ; (viv) any invalidity or unenforceability relating to or against any Borrowing Subsidiary for any reason of any Obligationprovision or all of this Agreement, any Note or any Local Currency Addendum, or any provision of applicable law or regulation purporting to prohibit the payment by the Debtor of any Obligation; (vii) any failure by Beneficiary (A) to file or enforce a claim against the Debtor or its estate (in a bankruptcy or other proceeding), (B) to give notice Borrowing Subsidiary of the existence, creation principal of or incurring interest on any Advance or any other amount payable by the Debtor of any new or additional indebtedness or obligation it under or with respect to any Obligation, this Agreement; or (C) to commence any action against the Debtor, (D) to disclose to the Guarantor any facts that the Beneficiary may now or hereafter know with regard to the Debtor, or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing any Obligation; (viiivi) any other act or omission to act or delay of any kind by the Debtorany Borrowing Subsidiary, the BeneficiaryAgent, the Euro-Agent, any Local Currency Agent, any Bank or any other person; Person or (ix) any other circumstance whatsoever that which might, but for the provisions of this clauseparagraph, constitute a legal or equitable discharge of any of the Guarantor’s Company's obligations hereunder.

Guaranty Unconditional. This is a guaranty of payment and not of collection, and the The obligations of the Guarantor Company hereunder are shall be unconditional and absolute except as specifically provided herein and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: : (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Debtor with respect to Borrower under this Agreement or any ObligationNote, by operation of law or otherwise; ; (ii) any modification or amendment of or supplement to this Agreement or any document evidencing any Obligation; Note; (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any Obligation obligation of the Borrower under this Agreement or any release of any other guarantor of any Obligation; Note; (iv) any change in the corporate existence, structure or ownership of the Debtor, Borrower or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Debtor Borrower or its assets or any resulting disallowance, release or discharge of all any obligation of the Borrower contained in this Agreement or any portion of any Obligation; Note; (v) the existence of any claim, set-off or other right rights which any guarantors the Company may have at any time against the DebtorBorrower, the Agent, any Beneficiary Bank or any other corporation or personPerson, whether in connection herewith or any unrelated transaction; providedtransactions, however, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; 36 (vi) any invalidity or unenforceability relating to or against the Borrower for any reason of this Agreement or any ObligationNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Debtor Borrower of the principal of or interest on any ObligationNote or any other amount payable by it under this Agreement; or (vii) any failure by Beneficiary (A) to file or enforce a claim against the Debtor or its estate (in a bankruptcy or other proceeding), (B) to give notice of the existence, creation or incurring by the Debtor of any new or additional indebtedness or obligation under or with respect to any Obligation, (C) to commence any action against the Debtor, (D) to disclose to the Guarantor any facts that the Beneficiary may now or hereafter know with regard to the Debtor, or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing any Obligation; (viii) any other act or omission to act or delay of any kind by the DebtorBorrower, the BeneficiaryAgent, any Bank or any other person; Person or (ix) any other circumstance whatsoever that which might, but for the provisions of this clauseparagraph, constitute a legal or equitable discharge of any of the Guarantor’s Company's obligations hereunder.

Guaranty Unconditional. This is a guaranty of payment and not of collection, and The Guarantor agrees that the obligations of the Guarantor hereunder are unconditional shall be unconditional, absolute and absolute except as specifically provided herein irrevocable, and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: by (and the Guarantor hereby waives any right to or claim of) any of the following, whether with or without notice to or assent by the Guarantor: (i) any extension, renewal, settlement, compromise, modification, waiver or release in respect of any obligation or duty of the Debtor with respect to Company under the Credit Agreement or any Obligationother Loan Document, by operation of law or otherwise; ; (ii) any waiver, rescission, modification or amendment or of, supplement to or consent to depart from any document evidencing condition under or any Obligation; terms of the Loan Documents; (iii) any addition, exchange, surrender, release, non-impairment, non- perfection, failure to maintain perfection or recordation or invalidity of any direct or indirect security for any Obligation obligation or duty of the Company or any other Person under the Loan Documents or any amendment to or waiver or release of or addition of, or consent to depart from, any other guarantor guaranty held by any Lender Party securing any of any Obligation; the obligations of the Company under the Credit Agreement; (iv) any change in the corporate existence, structure or ownership of the DebtorCompany or any other Person, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Debtor Company or any other Person or its assets or any resulting disallowance, release or discharge of all any obligation or duty of the Company or any portion other Person contained in the Loan Documents resulting from any of any Obligation; the foregoing; (v) the existence of any claim, set-off or other right rights which any guarantors the Guarantor may have at any time against the Debtor, any Beneficiary Company or any other corporation or personPerson, whether in connection herewith or any unrelated transaction; providedtransactions, however, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; ; (vi) any invalidity invalidity, illegality, unenforceability, irregularity or unenforceability frustration for any reason of any Obligationof the Loan Documents or any actual or purported obligations thereunder, or any provision of applicable law or regulation purporting to prohibit the payment by the Debtor Company of any Obligation; other amount payable by the Company under the Loan Documents; (vii) any impairment of the Company's duty of performance, the Company's duty to reimburse or the Guarantor's right of restitution or subrogation; (viii) the failure by Beneficiary of any Lender Party (A) to file assert any claim or demand or to enforce a claim any right or remedy against the Debtor Company or its estate any other Person (in a bankruptcy including any other guarantor) under the provisions of the Credit Agreement, any other Loan Document or other proceeding)otherwise, or (B) to give notice exercise any right or remedy against any other guarantor of, or any collateral securing, any obligations of the existence, creation or incurring by the Debtor of any new or additional indebtedness or obligation under or with respect to any Obligation, Company; (C) to commence any action against the Debtor, (D) to disclose to the Guarantor any facts that the Beneficiary may now or hereafter know with regard to the Debtor, or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing any Obligation; (viiiix) any other act or omission to act or give notice or delay of any kind by the Debtor, the Beneficiary, Company or any other person; Person or (ix) any other circumstance whatsoever that which might, but for the provisions of this clausesection, constitute a legal or equitable discharge of or defense to the Guarantor's obligations or duties hereunder; or (x) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Company, any surety or any guarantor. Notwithstanding any provision of this Guaranty to the contrary, other than Sections 2.2 and 2.7, the Guarantor shall be entitled to assert as a defense to any claim for payment or performance of the Guarantor’s obligations hereunderGuaranteed Obligations that (i) such Guaranteed Obligations are not currently due under the terms of the Loan Documents or (ii) that such Guaranteed Obligations have previously been paid or performed in full.

Guaranty Unconditional. This is a guaranty of payment and not of collection, and the The obligations of the each Guarantor hereunder are unconditional and absolute except as specifically provided herein and, without limiting the generality of the foregoing, shall will not be released, discharged or otherwise affected by: (ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Debtor with respect to Issuer under the Indenture or any ObligationNote, by operation of law or otherwise; ; (iib) any modification or amendment of or supplement to any document evidencing any Obligation; (iii) any release, non-perfection or invalidity of any direct or indirect security for any Obligation the Indenture or any release of any other guarantor of any Obligation; Note; (ivc) any change in the corporate existence, structure or ownership of the DebtorIssuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Debtor Issuer or its assets or any resulting disallowance, release or discharge of all any obligation of the Issuer contained in the Indenture or any portion of any Obligation; Note; (vd) the existence of any claim, set-off or other right rights which any guarantors the Guarantor may have at any time against the DebtorIssuer, any Beneficiary the Trustee or any other corporation or personPerson, whether in connection herewith with the Indenture or any unrelated transaction; providedtransactions, however, provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim; ; (vie) any invalidity or unenforceability relating to or against the Issuer for any reason of the Indenture or any ObligationNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Debtor of any Obligation; (vii) any failure by Beneficiary (A) to file or enforce a claim against the Debtor or its estate (in a bankruptcy or other proceeding), (B) to give notice Issuer of the existence, creation principal of or incurring interest on any Note or any other amount payable by the Debtor of any new or additional indebtedness or obligation Issuer under or with respect to any Obligation, the Indenture; or (C) to commence any action against the Debtor, (D) to disclose to the Guarantor any facts that the Beneficiary may now or hereafter know with regard to the Debtor, or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing any Obligation; (viiif) any other act or omission to act or delay of any kind by the DebtorIssuer, the Beneficiary, Trustee or any other person; Person or (ix) any other circumstance whatsoever that which might, but for the provisions of this clauseparagraph, constitute a legal or equitable discharge of any of the or defense to such Guarantor’s obligations hereunder.

Guaranty Unconditional. This is a guaranty of payment and not of collection, and the The obligations of the Guarantor hereunder are unconditional and absolute except as specifically provided herein and, without limiting the generality of the foregoing, shall will not be released, discharged or otherwise affected by: : (i1) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Debtor with respect to Successor Company under the Indenture or any ObligationSecurity, by operation of law or otherwise; ; (ii2) any modification or amendment of or supplement to any document evidencing any Obligation; (iii) any release, non-perfection or invalidity of any direct or indirect security for any Obligation the Indenture or any release of any other guarantor of any Obligation; Security; (iv3) any change in the corporate existence, structure or ownership of the DebtorSuccessor Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Debtor Successor Company or its assets or any resulting disallowance, release or discharge of all any obligation of the Successor Company contained in the Indenture or any portion of any Obligation; Security; (v4) the existence of any claim, set-off or other right rights which any guarantors the Guarantor may have at any time against the DebtorSuccessor Company, any Beneficiary the Trustee or any other corporation or personPerson, whether in connection herewith with the Indenture or any unrelated transaction; providedtransactions, however, provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim; ; (vi5) any invalidity or unenforceability relating to or against the Successor Company for any reason of the Indenture or any ObligationSecurity, or any provision of applicable law or regulation purporting to prohibit the payment by the Debtor of any Obligation; (vii) any failure by Beneficiary (A) to file or enforce a claim against the Debtor or its estate (in a bankruptcy or other proceeding), (B) to give notice Successor Company of the existence, creation principal of or incurring interest on any Security or any other amount payable by the Debtor of any new or additional indebtedness or obligation Successor Company under or with respect to any Obligation, the Indenture; or (C) to commence any action against the Debtor, (D) to disclose to the Guarantor any facts that the Beneficiary may now or hereafter know with regard to the Debtor, or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing any Obligation; (viii6) any other act or omission to act or delay of any kind by the DebtorSuccessor Company, the Beneficiary, Trustee or any other person; Person or (ix) any other circumstance whatsoever that which might, but for the provisions of this clauseparagraph, constitute a legal or equitable discharge of any of or defense to the Guarantor’s obligations hereunder.

Guaranty Unconditional. This is a guaranty of payment and not of collection, and the The obligations of the each Guarantor hereunder are shall be unconditional and absolute except as specifically provided herein and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: : (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Debtor with respect to any ObligationBorrower under this Agreement or any Note, by operation of law or otherwise; ; (ii) any modification or amendment of or supplement to this Agreement or any document evidencing any Obligation; Note; (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any Obligation obligation of any Borrower under this Agreement or any release of any other guarantor of any Obligation; Note; (iv) any change in the corporate existence, structure or ownership of the Debtorany Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Debtor any Borrower or its assets or any resulting disallowance, release or discharge of all any obligation of any Borrower contained in this Agreement or any portion of any Obligation; Note; (v) the existence of any claim, set-off or other right rights which any guarantors either Guarantor may have at any time against any Borrower, the DebtorAdministrative Agent, the Issuing Lender, any Beneficiary Lender or any other corporation or personPerson, whether in connection herewith or any unrelated transaction; providedtransactions, however, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; ; (vi) any invalidity or unenforceability relating to or against any Borrower for any reason of this Agreement or any ObligationNote, or any provision of applicable law or regulation purporting to prohibit the payment by any Borrower of the Debtor principal of or interest on any ObligationNote or any other amount payable by any Borrower under this Agreement; or (vii) any failure by Beneficiary (A) to file or enforce a claim against the Debtor or its estate (in a bankruptcy or other proceeding), (B) to give notice of the existence, creation or incurring by the Debtor of any new or additional indebtedness or obligation under or with respect to any Obligation, (C) to commence any action against the Debtor, (D) to disclose to the Guarantor any facts that the Beneficiary may now or hereafter know with regard to the Debtor, or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing any Obligation; (viii) any other act or omission to act or delay of any kind by the Debtorany Borrower, the BeneficiaryAdministrative Agent, the Issuing Lender, any Lender or any other person; Person or (ix) any other circumstance whatsoever that which might, but for the provisions of this clauseparagraph, constitute a legal or equitable discharge of any of or defense to the Guarantor’s obligations hereunder.

Guaranty Unconditional. This is a guaranty of payment and not of collection, and the The obligations of the each Guarantor hereunder are shall be unconditional and absolute except as specifically provided herein and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: : (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Debtor with respect to any ObligationBorrower under this Agreement or any Note, by operation of law or otherwise; ; (ii) any modification or amendment of or supplement to this Agreement or any document evidencing any Obligation; Note; (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any Obligation obligation of any Borrower under this Agreement or any release of any other guarantor of any Obligation; Note; (iv) any change in the corporate existence, structure or ownership of the Debtorany Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Debtor any Borrower or its assets or any resulting disallowance, release or discharge of all any obligation of any Borrower contained in this Agreement or any portion of any Obligation; Note; (v) the existence of any claim, set-off or other right rights which any guarantors either Guarantor may have at any time against any Borrower, the DebtorAdministrative Agent, the Issuing Lender, any Beneficiary Lender or any other corporation or personPerson, whether in connection herewith or any unrelated transaction; providedtransactions, however, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; ; (vi) any invalidity or unenforceability relating to or against any Borrower for any reason of this Agreement or any ObligationNote, or any provision of applicable law or regulation purporting to prohibit the payment by any Borrower of the Debtor principal of or interest on any ObligationNote or any other amount payable by any Borrower under this Agreement; or (vii) any failure by Beneficiary (A) to file or enforce a claim against the Debtor or its estate (in a bankruptcy or other proceeding), (B) to give notice of the existence, creation or incurring by the Debtor of any new or additional indebtedness or obligation under or with respect to any Obligation, (C) to commence any action against the Debtor, (D) to disclose to the Guarantor any facts that the Beneficiary may now or hereafter know with regard to the Debtor, or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing any Obligation; (viii) any other act or omission to act or delay of any kind by the Debtorany Borrower, the BeneficiaryAdministrative Agent, the Issuing Lender, any Lender or any other person; Person or (ix) any other circumstance whatsoever that which might, but for the provisions of this clauseparagraph, constitute a legal or equitable discharge of any of or defense to the Guarantor’s 's obligations hereunder.

Guaranty Unconditional. This is a guaranty of payment and not of collection, and the The obligations of the each Guarantor hereunder are unconditional and absolute except as specifically provided herein and, without limiting the generality of the foregoing, shall will not be released, discharged or otherwise affected by: : (ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Debtor with respect to Issuer under this Indenture or any ObligationNote, by operation of law or otherwise; ; (iib) any modification or amendment of or supplement to any document evidencing any Obligation; (iii) any release, non-perfection or invalidity of any direct or indirect security for any Obligation this Indenture or any release of any other guarantor of any Obligation; Note; (ivc) any change in the corporate existence, structure or ownership of the DebtorIssuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Debtor Issuer or its assets or any resulting disallowance, release or discharge of all any obligation of the Issuer contained in this Indenture or any portion of any Obligation; Note; (vd) the existence of any claim, set-off or other right rights which any guarantors the Guarantor may have at any time against the DebtorIssuer, any Beneficiary the Trustee or any other corporation or personPerson, whether in connection herewith with this Indenture or any unrelated transaction; providedtransactions, however, provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim; ; (vie) any invalidity or unenforceability relating to or against the Issuer for any reason of this Indenture or any ObligationNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Debtor of any Obligation; (vii) any failure by Beneficiary (A) to file or enforce a claim against the Debtor or its estate (in a bankruptcy or other proceeding), (B) to give notice Issuer of the existenceprincipal of or interest and Additional Amounts, creation if any, on any Note or incurring any other amount payable by the Debtor of any new or additional indebtedness or obligation Issuer under or with respect to any Obligation, this Indenture; or (C) to commence any action against the Debtor, (D) to disclose to the Guarantor any facts that the Beneficiary may now or hereafter know with regard to the Debtor, or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing any Obligation; (viiif) any other act or omission to act or delay of any kind by the DebtorIssuer, the Beneficiary, Trustee or any other person; Person or (ix) any other circumstance whatsoever that which might, but for the provisions of this clauseSection, constitute a legal or equitable discharge of any of the or defense to such Guarantor’s obligations hereunder.

Guaranty Unconditional. This is a guaranty of payment and not of collection, and the The obligations of the Guarantor Company hereunder are shall be unconditional and absolute except as specifically provided herein and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: : (ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Debtor with respect to Borrower under any ObligationLoan Document, by operation of law or otherwise; ; (iib) any modification or amendment of or supplement to any document evidencing any Obligation; (iii) any release, non-perfection or invalidity of any direct or indirect security for any Obligation this Agreement or any release of any other guarantor of any Obligation; Note; (ivc) any change in the corporate existence, structure or ownership of the DebtorBorrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Debtor Borrower or its assets or any resulting disallowance, release or discharge of all or any portion obligation of the Borrower contained in any Obligation; Loan Document; (vd) the existence of any claim, set-set off or other right rights which any guarantors the Company may have at any time against the DebtorBorrower, the Administrative Agent, any Beneficiary Lender or any other corporation or personPerson, whether in connection herewith or any unrelated transactiontransactions; provided, however, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; ; (vie) any invalidity or unenforceability relating to or against the Borrower for any reason of any ObligationLoan Document, or any provision of applicable law Law or regulation purporting to prohibit the payment by the Debtor of any Obligation; (vii) any failure by Beneficiary (A) to file or enforce a claim against the Debtor or its estate (in a bankruptcy or other proceeding), (B) to give notice Borrower of the existence, creation principal of or incurring interest on any Loan or any other amount payable by the Debtor of any new or additional indebtedness or obligation it under or with respect to any Obligation, this Agreement; or (C) to commence any action against the Debtor, (D) to disclose to the Guarantor any facts that the Beneficiary may now or hereafter know with regard to the Debtor, or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing any Obligation; (viiif) any other act or omission to act or delay of any kind by the DebtorBorrower, the BeneficiaryAdministrative Agent, any Lender or any other person; Person or (ix) any other circumstance whatsoever that which might, but for the provisions of this clauseparagraph, constitute a legal or equitable discharge of any of or defense to the GuarantorCompany’s obligations hereunder.

Guaranty Unconditional. This is a guaranty of payment and not of collection, and the The obligations of the Guarantor Company hereunder are shall be unconditional and absolute except as specifically provided herein and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: : (ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Debtor with respect to any ObligationEligible Subsidiary under this Agreement or any Note, by operation of law or otherwise; ; (iib) any modification or amendment of or supplement to any document evidencing any Obligation; (iii) any release, non-perfection or invalidity of any direct or indirect security for any Obligation this Agreement or any release of any other guarantor of any Obligation; Note; (ivc) any change in the corporate existence, structure or ownership of the Debtorany Eligible Subsidiary, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Debtor any Eligible Subsidiary or its assets or any resulting disallowance, release or discharge of all any obligation of any Eligible Subsidiary contained in this Agreement or any portion of any Obligation; Note; (vd) the existence of any claim, set-off or other right rights which any guarantors the Company may have at any time against any Eligible Subsidiary, the DebtorAdministrative Agent, any Beneficiary Lender or any other corporation or personPerson, whether in connection herewith or any unrelated transactiontransactions; provided, however, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; ; (vie) any invalidity or unenforceability relating to or against any Eligible Subsidiary for any reason of this Agreement or any ObligationNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Debtor of any Obligation; (vii) any failure by Beneficiary (A) to file or enforce a claim against the Debtor or its estate (in a bankruptcy or other proceeding), (B) to give notice Eligible Subsidiary of the existence, creation principal of or incurring interest on any Note or any other amount payable by the Debtor of any new or additional indebtedness or obligation it under or with respect to any Obligation, this Agreement; or (C) to commence any action against the Debtor, (D) to disclose to the Guarantor any facts that the Beneficiary may now or hereafter know with regard to the Debtor, or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing any Obligation; (viiif) any other act or omission to act or delay of any kind by the Debtorany Eligible Subsidiary, the BeneficiaryAdministrative Agent, any Lender or any other person; Person or (ix) any other circumstance whatsoever that which might, but for the provisions of this clauseparagraph, constitute a legal or equitable discharge of any of or defense to the GuarantorCompany’s obligations hereunder.

Guaranty Unconditional. This is a guaranty of payment and not of collection, and the The obligations of the each Guarantor hereunder are shall be unconditional and absolute except as specifically provided herein and, without limiting the generality of the foregoing, shall will not be released, discharged or otherwise affected by: : (ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Debtor with respect to Issuer under this Indenture or any ObligationNote, by operation of law or otherwise; ; (iib) any modification or amendment of or supplement to any document evidencing any Obligation; (iii) any release, non-perfection or invalidity of any direct or indirect security for any Obligation this Indenture or any release of any other guarantor of any Obligation; Note; (ivc) any change in the corporate existence, structure or ownership of the DebtorIssuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Debtor Issuer or its assets or any resulting disallowance, release or discharge of all any obligation of the Issuer contained in this Indenture or any portion of any Obligation; Note; (vd) the existence of any claim, set-off or other right rights which any guarantors the Guarantor may have at any time against the DebtorIssuer, any Beneficiary the Trustee or any other corporation or personPerson, whether in connection herewith with this Indenture or any unrelated transaction; providedtransactions, however, provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim; ; (vie) any invalidity or unenforceability relating to or against the Issuer for any reason of this Indenture or any ObligationNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Debtor of any Obligation; (vii) any failure by Beneficiary (A) to file or enforce a claim against the Debtor or its estate (in a bankruptcy or other proceeding), (B) to give notice Issuer of the existence, creation principal of or incurring interest on any Note or any other amount payable by the Debtor of any new or additional indebtedness or obligation Issuer under or with respect to any Obligation, this Indenture; or (C) to commence any action against the Debtor, (D) to disclose to the Guarantor any facts that the Beneficiary may now or hereafter know with regard to the Debtor, or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing any Obligation; (viiif) any other act or omission to act or delay of any kind by the DebtorIssuer, the Beneficiary, Trustee or any other person; Person or (ix) any other circumstance whatsoever that which might, but for the provisions of this clauseSection, constitute a legal or equitable discharge of any of the or defense to such Guarantor’s obligations hereunder.

Guaranty Unconditional. This is a guaranty of payment and not of collection, and the The obligations of the Guarantor hereunder are unconditional under this Guaranty shall be unconditional, absolute and absolute except as specifically provided herein irrevocable and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: : (ia) any extension, renewal, settlement, compromise, waiver or release (including with respect to any Collateral) in respect of any obligation of any other obligor under any of the Debtor with respect to any ObligationLoan Documents, by operation of law or otherwise; ; (iib) any modification or amendment of or supplement to any document evidencing any Obligation; of the Loan Documents; (iiic) any release, non-perfection or invalidity of any direct or indirect security for any Obligation or any release obligation of any other guarantor obligor under any of any Obligation; the Loan Documents; (ivd) any change in the corporate existence, structure or ownership of the Debtorany obligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Debtor any other obligor or its assets or any resulting disallowance, release or discharge of all or any portion obligation of any Obligation; other obligor contained in any of the Loan Documents; (ve) the existence of any claim, set-off or other right rights which any guarantors obligor may have at any time against any other obligor, the DebtorAdministrative Agent, the L/C Administrator, any Beneficiary Fronting Bank, any Lender or any other corporation or person, whether in connection herewith with any of the Loan Documents or any unrelated transaction; providedtransactions, however, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; ; (vif) any invalidity or unenforceability relating to or against any other obligor for any reason of any Obligationof the Loan Documents, or any provision of applicable law or regulation purporting to prohibit the payment by any other obligor of principal, interest or any other amount payable under any of the Debtor Loan Documents; (g) any law, regulation or order of any Obligation; (vii) jurisdiction, or any failure by Beneficiary (A) to file or enforce a claim against the Debtor or its estate (in a bankruptcy or other proceeding)event, (B) to give notice affecting any term of any obligation of the existence, creation or incurring by the Debtor of any new or additional indebtedness or obligation under or Guaranteed Parties’ rights with respect to any Obligation, thereto; or (C) to commence any action against the Debtor, (D) to disclose to the Guarantor any facts that the Beneficiary may now or hereafter know with regard to the Debtor, or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing any Obligation; (viiih) any other act or omission to act or delay of any kind by the Debtorany obligor, the BeneficiaryAdministrative Agent, the L/C Administrator, any Fronting Bank, any Lender or any other person; corporation or (ix) person or any other circumstance whatsoever that (other than the defense of payment or performance) which might, but for the provisions of this clauseparagraph, constitute a legal or equitable discharge of any of or defense to the Guarantor’s obligations hereunderunder this Guaranty.

Guaranty Unconditional. This is a guaranty of payment and not of collection, and the The obligations of the Guarantor hereunder are Parent under this Guaranty Agreement shall be unconditional and absolute except as specifically provided herein and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: : (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of PXP under the Debtor with respect to any ObligationLoan Agreement or the Senior Note, by operation of law or otherwise; ; (ii) any modification or amendment of or supplement to any document evidencing any Obligation; the Loan Agreement or Senior Note; (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any Obligation obligation of PXP under the Loan Agreement or any release of any other guarantor of any Obligation; the Senior Note; (iv) any change in the corporate existence, structure or ownership of the Debtor, PXP or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Debtor PXP or its assets or any resulting disallowance, release or discharge of all any obligation of PXP contained in the Loan Agreement or any portion of any Obligation; the Senior Note; (v) the existence of any claim, set-off or other right which any guarantors the Parent may have at any time against the DebtorPXP, any Beneficiary or any other corporation or person, whether in connection herewith with the Loan Agreement or any unrelated transaction; provided, however, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; ; (vi) any invalidity validity or unenforceability relating to or against PXP for any reason of any Obligationthe Loan Agreement or the Senior Note, or any provision of applicable law or regulation purporting to prohibit the payment by PXP of the Debtor principal of or interest on the Senior Note or any Obligationother amount payable by PXP under the Loan Agreement; or (vii) any failure by Beneficiary (A) to file or enforce a claim against the Debtor or its estate (in a bankruptcy or other proceeding), (B) to give notice of the existence, creation or incurring by the Debtor of any new or additional indebtedness or obligation under or with respect to any Obligation, (C) to commence any action against the Debtor, (D) to disclose to the Guarantor any facts that the Beneficiary may now or hereafter know with regard to the Debtor, or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing any Obligation; (viii) any other act or omission to act or delay of any kind by the Debtor, the BeneficiaryPXP or any other person, or any other person; or (ix) any other circumstance whatsoever that which might, but for the provisions of this clauseparagraph, constitute a legal or equitable discharge of any PXP or of the GuarantorParent’s obligations as guarantor hereunder.

Guaranty Unconditional. This is a guaranty of payment and not of collection, and the The obligations of the Guarantor Company hereunder are shall be unconditional and absolute except as specifically provided herein and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: : (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Debtor with respect to Credit Corporation under this Agreement or any ObligationNote, by operation of law or otherwise; ; (ii) any modification or amendment of or supplement to this Agreement or any document evidencing any Obligation; Note; (iii) any release, non-perfection or invalidity of any direct or indirect security for any Obligation obligation of Credit Corporation under this Agreement or any release of any other guarantor of any Obligation; Note; (iv) any change in the corporate existence, structure or ownership of the DebtorCredit Corporation, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Debtor Credit Corporation or its assets or any resulting disallowance, release or discharge of all any obligation of Credit Corporation contained in this Agreement or any portion of any Obligation; Note; (v) the existence of any claim, set-off or other right rights which any guarantors the Company may have at any time against Credit Corporation, the DebtorAgent, any Beneficiary Bank or any other corporation or personPerson, whether in connection herewith or any unrelated transaction; providedtransactions, however, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; ; (vi) any invalidity or unenforceability relating to or against Credit Corporation for any reason of this Agreement or any ObligationNote, or any provision of applicable law or regulation purporting to prohibit the payment by Credit Corporation of the Debtor principal of or interest on any ObligationNote or any other amount payable by it under this Agreement; or (vii) any failure by Beneficiary (A) to file or enforce a claim against the Debtor or its estate (in a bankruptcy or other proceeding), (B) to give notice of the existence, creation or incurring by the Debtor of any new or additional indebtedness or obligation under or with respect to any Obligation, (C) to commence any action against the Debtor, (D) to disclose to the Guarantor any facts that the Beneficiary may now or hereafter know with regard to the Debtor, or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing any Obligation; (viii) any other act or omission to act or delay of any kind by the DebtorCredit Corporation, the BeneficiaryAgent, any Bank or any other person; Person or (ix) any other circumstance whatsoever that which might, but for the provisions of this clauseparagraph, constitute a legal or equitable discharge of any of or defense to the Guarantor’s Company's obligations hereunder.

Guaranty Unconditional. This is a guaranty of payment and not of collection, and the The obligations of the Guarantor Company hereunder are shall be unconditional and absolute except as specifically provided herein and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: : (ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Debtor with respect to any ObligationDesignated Borrower under any Loan Document, by operation of law or otherwise; ; (iib) any modification or amendment of or supplement to any document evidencing any Obligation; (iii) any release, non-perfection or invalidity of any direct or indirect security for any Obligation this Agreement or any release of any other guarantor of any Obligation; Note; (ivc) any change in the corporate existence, structure or ownership of the Debtorany Designated Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Debtor any Designated Borrower or its assets or any resulting disallowance, release or discharge of all or any portion obligation of any Obligation; Designated Borrower contained in any Loan Document; (vd) the existence of any claim, set-set off or other right rights which any guarantors the Company may have at any time against any Designated Borrower, the DebtorAdministrative Agent, any Beneficiary Lender or any other corporation or personPerson, whether in connection herewith or any unrelated transactiontransactions; provided, however, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; ; (vie) any invalidity or unenforceability relating to or against any Designated Borrower for any reason of any ObligationLoan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Debtor of any Obligation; (vii) any failure by Beneficiary (A) to file or enforce a claim against the Debtor or its estate (in a bankruptcy or other proceeding), (B) to give notice Designated Borrower of the existence, creation principal of or incurring interest on any Loan or any other amount payable by the Debtor of any new or additional indebtedness or obligation it under or with respect to any Obligation, this Agreement; or (C) to commence any action against the Debtor, (D) to disclose to the Guarantor any facts that the Beneficiary may now or hereafter know with regard to the Debtor, or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing any Obligation; (viiif) any other act or omission to act or delay of any kind by the Debtorany Designated Borrower, the BeneficiaryAdministrative Agent, any Lender or any other person; Person or (ix) any other circumstance whatsoever that which might, but for the provisions of this clauseparagraph, constitute a legal or equitable discharge of any of or defense to the GuarantorCompany’s obligations hereunder.

Guaranty Unconditional. This is a guaranty of payment and not of collection, and the The obligations of the Guarantor hereunder are shall be unconditional and absolute except as specifically provided herein and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: : (ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Debtor with respect to DNAP under this Agreement or any ObligationTranche C Note, by operation of law or otherwise; ; (iib) any modification or amendment of or supplement to this Agreement or any document evidencing any Obligation; Note; (iiic) any release, impairment, non-perfection or invalidity of any direct or indirect security for any Obligation obligation of Company under this Agreement or any release of any other guarantor of any Obligation; Tranche C Note; (ivd) any change in the corporate existence, structure or ownership of the DebtorDNAP, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Debtor DNAP or its assets or any resulting disallowance, release or discharge of all any obligation of DNAP contained in this Agreement or any portion of any Obligation; Tranche C Note; (ve) the existence of any claim, set-off or other right rights which any guarantors the Guarantor may have at any time against the DebtorDNAP, any Beneficiary Agent, any Holder or any other corporation or personPerson, whether in connection herewith with this Agreement or any unrelated transactiontransactions; provided, however, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; ; (vif) any invalidity or unenforceability relating to or against DNAP for any reason of this Agreement or any ObligationTranche C Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Debtor of any Obligation; (vii) any failure by Beneficiary (A) to file or enforce a claim against the Debtor or its estate (in a bankruptcy or other proceeding), (B) to give notice DNAP of the existence, creation principal of or incurring interest on any Tranche C Note or any other amount payable by the Debtor of any new or additional indebtedness or obligation DNAP under or with respect to any Obligation, this Agreement; or (C) to commence any action against the Debtor, (D) to disclose to the Guarantor any facts that the Beneficiary may now or hereafter know with regard to the Debtor, or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing any Obligation; (viiig) any other act or omission to act or delay of any kind by the DebtorDNAP, the Beneficiaryany Agent, any Holder or any other person; Person or (ix) any other circumstance whatsoever that which might, but for the provisions of this clauseparagraph, constitute a legal or equitable discharge of any of or defense to the Guarantor’s 's obligations hereunder.

Guaranty Unconditional. This is a guaranty of payment and not of collection, and the The obligations of the each Guarantor hereunder are unconditional and absolute except as specifically provided herein and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: : (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Debtor with respect to Company under this Indenture or any ObligationNote, by operation of law or otherwise; ; (ii) any modification or amendment of or supplement to this Indenture or any document evidencing any Obligation; Note; (iii) any release, non-perfection or invalidity of any direct or indirect security for any Obligation or any release of any other guarantor of any Obligation; (iv) any change in the corporate existence, structure or ownership of the DebtorCompany, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Debtor Company or its assets or any resulting disallowance, release or discharge of all any obligation of the Company contained in this Indenture or any portion of any Obligation; Note; (viv) the existence of any claim, set-off or other right rights which any guarantors the Guarantor may have at any time against the DebtorCompany, any Beneficiary the Trustee or any other corporation or personPerson, whether in connection herewith with the Indenture or any unrelated transactiontransactions; provided, however, provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim; ; (viv) any invalidity or unenforceability relating to or against the Company for any reason of this Indenture or any ObligationNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Debtor of any Obligation; (vii) any failure by Beneficiary (A) to file or enforce a claim against the Debtor or its estate (in a bankruptcy or other proceeding), (B) to give notice Company of the existence, creation principal of or incurring interest on any Note or any other amount payable by the Debtor of any new or additional indebtedness or obligation Company under or with respect to any Obligation, the Indenture; or (C) to commence any action against the Debtor, (D) to disclose to the Guarantor any facts that the Beneficiary may now or hereafter know with regard to the Debtor, or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing any Obligation; (viiivi) any other act or omission to act or delay of any kind by the DebtorCompany, the Beneficiary, Trustee or any other person; Person or (ix) any other circumstance whatsoever that which might, but for the provisions of this clauseparagraph, constitute a legal or equitable discharge of any of the or defense to such Guarantor’s obligations hereunder.

Guaranty Unconditional. This is a guaranty of payment and not of collection, and the The obligations of the Guarantor Company hereunder are shall be unconditional and absolute except as specifically provided herein and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: : (ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Debtor with respect to any ObligationEligible Subsidiary under this Agreement or any Note, by operation of law or otherwise; ; (iib) any modification or amendment of or supplement to any document evidencing any Obligation; (iii) any release, non-perfection or invalidity of any direct or indirect security for any Obligation this Agreement or any release of any other guarantor of any Obligation; Note; (ivc) any change in the corporate existence, structure or ownership of the Debtorany Eligible Subsidiary, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Debtor any Eligible Subsidiary or its assets or any resulting disallowance, release or discharge of all any obligation of any Eligible Subsidiary contained in this Agreement or any portion of any Obligation; Note; (vd) the existence of any claim, set-off or other right rights which any guarantors the Company may have at any time against any Eligible Subsidiary, the DebtorAdministrative Agent, any Beneficiary Lender or any other corporation or personPerson, whether in connection herewith or any unrelated transactiontransactions; provided, however, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; ; (vie) any invalidity or unenforceability relating to or against any Eligible Subsidiary for any reason of this Agreement or any ObligationNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Debtor of any Obligation; (vii) any failure by Beneficiary (A) to file or enforce a claim against the Debtor or its estate (in a bankruptcy or other proceeding), (B) to give notice Eligible Subsidiary of the existence, creation principal of or incurring interest on any Note or any other amount payable by the Debtor of any new or additional indebtedness or obligation it under or with respect to any Obligation, this Agreement; or (C) to commence any action against the Debtor, (D) to disclose to the Guarantor any facts that the Beneficiary may now or hereafter know with regard to the Debtor, or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing any Obligation; (viiif) any other act or omission to act or delay of any kind by the Debtorany Eligible Subsidiary, the BeneficiaryAdministrative Agent, any Lender or any other person; Person or (ix) any other circumstance whatsoever that which might, but for the provisions of this clauseparagraph, constitute a legal or equitable discharge of any of or defense to the Guarantor’s Company's obligations hereunder.

Guaranty Unconditional. This is a guaranty of payment and not of collection, and the The obligations of the Guarantor hereunder are under this Article X shall be unconditional and absolute except as specifically provided herein and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: : (ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Debtor with respect to Company under this Agreement or any ObligationNote, by operation of law or otherwise; ; (iib) any modification or amendment of or supplement to this Agreement or any document evidencing any Obligation; Note; (iiic) any release, impairment, non-perfection or invalidity of any direct or indirect security for any Obligation obligation of the Company under this Agreement or any release of any other guarantor of any Obligation; Note; (ivd) any change in the corporate existence, structure or ownership of the Debtor, Company or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Debtor Company or its assets or any resulting disallowance, release or discharge of all any obligation of the Company contained in this Agreement or any portion of any Obligation; Note; (ve) the existence of any claim, set-off or other right which any guarantors the Guarantor may have at any time against the DebtorCompany, the Administrative Agent, any Beneficiary Bank or any other corporation or personPerson, whether in connection herewith or any unrelated transaction; provided, however, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; ; (vif) any invalidity or unenforceability relating to or against the Company for any reason of this Agreement or any ObligationNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Debtor of any Obligation; (vii) any failure by Beneficiary (A) to file or enforce a claim against the Debtor or its estate (in a bankruptcy or other proceeding), (B) to give notice Company of the existence, creation or incurring by the Debtor principal of any new or additional indebtedness or obligation under or with respect to any Obligation, or (C) to commence any action against the Debtor, (D) to disclose to the Guarantor any facts that the Beneficiary may now or hereafter know with regard to the Debtor, or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing any Obligation; (viiig) any other act or omission to act or delay of any kind by the DebtorCompany, the BeneficiaryAdministrative Agent, any Bank or any other person; Person or (ix) any other circumstance whatsoever that which might, but for the provisions of this clauseparagraph, constitute a legal or equitable discharge of any of the Guarantor’s Company or the Guarantor obligations as guarantor hereunder.

Guaranty Unconditional. This is a guaranty of payment and not of collection, and the The obligations of the Guarantor hereunder are under the Parent Guaranty shall be unconditional and absolute except as specifically provided herein and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: : (ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Debtor with respect to Issuer under this Agreement or any ObligationNote, by operation of law or otherwise; ; (iib) any modification or amendment of or supplement to this Agreement or any document evidencing any Obligation; Note; (iiic) any release, impairment, non-perfection or invalidity of any direct or indirect security for any Obligation obligation of the Issuer under this Agreement or any release of any other guarantor of any Obligation; Note; (ivd) any change in the corporate existence, structure or ownership of the DebtorIssuer, or any insolvency, bankruptcy, reorganization reorganization, "concordata" or other similar proceeding affecting the Debtor Issuer or its assets or any resulting disallowance, release or discharge of all any obligation of the Issuer contained in this Agreement or any portion of any Obligation; Note; (ve) the existence of any claim, set-off or other right rights which any guarantors the Guarantor may have at any time against the DebtorIssuer, any Beneficiary Agent, any Purchaser or any other corporation or personPerson, whether in connection herewith or any unrelated transaction; providedtransactions, however, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; ; (vif) any invalidity or unenforceability relating to or against the Issuer for any reason of this Agreement or any ObligationNote or any other Financing Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Debtor of any Obligation; (vii) any failure by Beneficiary (A) to file or enforce a claim against the Debtor or its estate (in a bankruptcy or other proceeding), (B) to give notice Issuer of the existence, creation principal of or incurring interest on any Note or any other amount payable by the Debtor of any new or additional indebtedness or obligation it under or with respect to any Obligation, this Agreement; or (C) to commence any action against the Debtor, (D) to disclose to the Guarantor any facts that the Beneficiary may now or hereafter know with regard to the Debtor, or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing any Obligation; (viiig) any other act or omission to act or delay of any kind by the DebtorIssuer, the Beneficiaryany Agent, any Purchaser or any other person; Person or (ix) any other circumstance whatsoever that which might, but for the provisions of this clauseSection 9.02, constitute a legal or equitable discharge of any of the Guarantor’s 's obligations hereunder.

Guaranty Unconditional. This is a guaranty of payment and not of collection, and the The obligations of the Guarantor hereunder are TyCom under this Article 8 shall be unconditional and absolute except as specifically provided herein and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: : (ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Debtor with respect to any ObligationEligible Subsidiary under this Agreement or its Note, by operation of law or otherwise; ; (iib) any modification or amendment of or supplement to any document evidencing any Obligation; this Agreement or its Note; (iiic) any release, impairment, non-perfection or invalidity of any direct or indirect security for any Obligation or any release obligation of any other guarantor of any Obligation; Eligible Subsidiary under this Agreement or its Note; (ivd) any change in the corporate existence, structure or ownership of the Debtorany Eligible Subsidiary, or any bankruptcy, insolvency, bankruptcy, reorganization or other similar proceeding affecting the Debtor any Eligible Subsidiary or its assets or any resulting disallowance, release or discharge of all or any portion obligation of any Obligation; Eligible Subsidiary contained in this Agreement or its Note; (ve) the existence of any claim, set-off or other right rights which any guarantors TyCom may have at any time against the Debtorany Eligible Subsidiary, any Beneficiary Lender or any other corporation or personPerson, whether in connection herewith with this Agreement or any unrelated transaction; providedtransactions, however, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; ; (vif) any invalidity or unenforceability relating to or against any Eligible Subsidiary for any reason of any Obligationthis Agreement or its Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Debtor of any Obligation; (vii) any failure by Beneficiary (A) to file or enforce a claim against the Debtor or its estate (in a bankruptcy or other proceeding), (B) to give notice Eligible Subsidiary of the existence, creation principal of or incurring interest on its Note or any other amount payable by the Debtor of any new or additional indebtedness or obligation it under or with respect to any Obligation, this Agreement; or (C) to commence any action against the Debtor, (D) to disclose to the Guarantor any facts that the Beneficiary may now or hereafter know with regard to the Debtor, or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing any Obligation; (viiig) any other act or omission to act or delay of any kind by the Debtorany Eligible Subsidiary, the Beneficiary, Lender or any other person; Person or (ix) any other circumstance whatsoever that which might, but for the provisions of this clauseSection 8.02, constitute a legal or equitable discharge of any of the Guarantor’s TyCom's obligations hereunder.

Guaranty Unconditional. This is a guaranty of payment and not of collection, and the The obligations of the Guarantor hereunder are unconditional under this ARTICLE XII shall be unconditional, absolute and absolute except as specifically provided herein irrevocable and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: : (i) any extension, renewal, settlement, compromise, waiver or release (including with respect to any Collateral) in respect of any obligation of any other obligor under any of the Debtor with respect to any ObligationCredit Documents, by operation of law or otherwise; 100 (ii) any modification or amendment of or supplement to any document evidencing any Obligation; of the Credit Documents; (iii) any release, non-perfection or invalidity of any direct or indirect security for any Obligation or any release obligation of any other guarantor obligor under any of any Obligation; the Credit Documents; (iv) any change in the corporate existence, structure or ownership of the Debtorany obligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Debtor any other obligor or its assets or any resulting disallowance, release or discharge of all or any portion obligation of any Obligation; other obligor contained in any of the Credit Documents; (v) the existence of any claim, set-off or other right rights which any guarantors obligor may have at any time against any other obligor, the DebtorAdministrative Agent, any Beneficiary Issuing Bank, any Lender or any other corporation or person, whether in connection herewith with any of the Credit Documents or any unrelated transaction; providedtransactions, however, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; ; (vi) any invalidity or unenforceability relating to or against any other obligor for any reason of any Obligationof the Credit Documents, or any provision of applicable law or regulation purporting to prohibit the payment by any other obligor of principal, interest or any other amount payable under any of the Debtor of any Obligation; Credit Documents; (vii) any failure by Beneficiary (A) to file law, regulation or enforce a claim against the Debtor order of any jurisdiction, or its estate (in a bankruptcy or any other proceeding)event, (B) to give notice affecting any term of any obligation of the existence, creation or incurring by the Debtor of any new or additional indebtedness or obligation under or Lenders' rights with respect to any Obligation, (C) to commence any action against the Debtor, (D) to disclose to the Guarantor any facts that the Beneficiary may now or hereafter know with regard to the Debtor, or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing any Obligationthereto; or (viii) any other act or omission to act or delay of any kind by the Debtorany obligor, the BeneficiaryAdministrative Agent, any Issuing Bank, any Lender or any other person; corporation or (ix) person or any other circumstance whatsoever that (other than the defense of payment) which might, but for the provisions of this clauseparagraph, constitute a legal or equitable discharge of any of or defense to the Guarantor’s 's obligations hereunderunder this ARTICLE XII.

Guaranty Unconditional. This is a guaranty of payment and not of collection, and the The obligations of the each Guarantor hereunder are shall be unconditional and absolute except as specifically provided herein and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: : (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Debtor with respect to any Obligationother Obligor under any Financing Document, by operation of law or otherwise; ; (ii) any modification or amendment of or supplement to any document evidencing any Obligation; Financing Document; (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any Obligation or any release obligation of any other guarantor of Obligor under any Obligation; Financing Document; (iv) any change in the corporate existence, structure or ownership of the Debtorany Obligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Debtor any other Obligor or its assets or any resulting disallowance, release or discharge of all or any portion obligation of any Obligation; other Obligor contained in any Financing Document; (v) the existence of any claim, set-off or other right rights which any guarantors such Guarantor may have at any time against any other Obligor, the DebtorAgent, any Beneficiary Fronting Bank, any Bank or any other corporation or personPerson, whether in connection herewith or with any unrelated transaction; providedtransactions, however, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; ; (vi) any invalidity or unenforceability relating to or against any other Obligor for any reason of any ObligationFinancing Document, or any provision of applicable law or regulation purporting to prohibit the payment by any other Obligor of the Debtor principal of or interest on any ObligationNote or any other amount payable by it under any Financing Document; or (vii) any failure by Beneficiary (A) to file or enforce a claim against the Debtor or its estate (in a bankruptcy or other proceeding), (B) to give notice of the existence, creation or incurring by the Debtor of any new or additional indebtedness or obligation under or with respect to any Obligation, (C) to commence any action against the Debtor, (D) to disclose to the Guarantor any facts that the Beneficiary may now or hereafter know with regard to the Debtor, or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing any Obligation; (viii) any other act or omission to act or delay of any kind by the Debtorany Obligor, the BeneficiaryAgent, any Fronting Bank, any Bank or any other person; Person or (ix) any other circumstance whatsoever that which might, but for the provisions of this clauseparagraph, constitute a legal or equitable discharge of any of the or defense to a Guarantor’s 's obligations hereunder.

Guaranty Unconditional. This is a guaranty of payment and not of collection, and the The obligations of the Guarantor Company hereunder are shall be unconditional and absolute except as specifically provided herein and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: : (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any Borrowing Subsidiary under this Agreement or any Note or the Debtor with respect to exchange, release or non-perfection of any Obligation, by operation of law or otherwise; collateral security therefor; (ii) any modification or amendment of or supplement to this Agreement or any document evidencing any Obligation; Note: (iii) any release, non-perfection or invalidity of any direct or indirect security for any Obligation or any release of any other guarantor of any Obligation; (iv) any change in the corporate existence, structure or ownership of the Debtorany Borrowing Subsidiary, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Debtor any Borrowing Subsidiary or its assets or any resulting disallowance, release or discharge of all or any portion of any Obligation; assets; (viv) the existence of any claim, set-off or other right rights which any guarantors the Company may have at any time against any Borrowing Subsidiary, the DebtorAgent, the Euro-Agent, any Beneficiary Bank or any other corporation or personPerson, whether in connection herewith or any unrelated transaction; providedtransactions, however, PROVIDED that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; ; (viv) any invalidity or unenforceability relating to or against any Borrowing Subsidiary for any reason of any Obligationprovision or all of this Agreement or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Debtor of any Obligation; (vii) any failure by Beneficiary (A) to file or enforce a claim against the Debtor or its estate (in a bankruptcy or other proceeding), (B) to give notice Borrowing Subsidiary of the existence, creation principal of or incurring interest on any Note or any other amount payable by the Debtor of any new or additional indebtedness or obligation it under or with respect to any Obligation, this Agreement; or (C) to commence any action against the Debtor, (D) to disclose to the Guarantor any facts that the Beneficiary may now or hereafter know with regard to the Debtor, or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing any Obligation; (viiivi) any other act or omission to act or delay of any kind by the Debtorany Borrowing Subsidiary, the BeneficiaryAgent, the Euro-Agent, any Bank or any other person; Person or (ix) any other circumstance whatsoever that which might, but for the provisions of this clauseparagraph, constitute a legal or equitable discharge of any of the Guarantor’s Company's obligations hereunder.

Guaranty Unconditional. This is a guaranty of payment and not of collection, and the The obligations of the Guarantor hereunder are unconditional and absolute except as specifically provided herein and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: : (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Debtor with respect to Issuer under this Indenture or any ObligationNote, by operation of law or otherwise; ; (ii) any modification or amendment of or supplement to this Indenture or any document evidencing any Obligation; Note; (iii) any release, non-perfection or invalidity of any direct or indirect security for any Obligation or any release of any other guarantor of any Obligation; (iv) any change in the corporate existence, structure or ownership of the DebtorIssuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Debtor Issuer or its assets or any resulting disallowance, release or discharge of all any obligation of the Issuer contained in this Indenture or any portion of any Obligation; Note; (viv) the existence of any claim, set-off or other right rights which any guarantors the Guarantor may have at any time against the DebtorIssuer, any Beneficiary the Trustee or any other corporation or personPerson, whether in connection herewith with this Indenture or any unrelated transactiontransactions; provided, however, provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim; ; (viv) any invalidity or unenforceability relating to or against the Issuer for any reason of this Indenture or any ObligationNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Debtor of any Obligation; (vii) any failure by Beneficiary (A) to file or enforce a claim against the Debtor or its estate (in a bankruptcy or other proceeding), (B) to give notice Issuer of the existence, creation principal of or incurring interest on any Note or any other amount payable by the Debtor of any new or additional indebtedness or obligation Issuer under or with respect to any Obligation, this Indenture; or (C) to commence any action against the Debtor, (D) to disclose to the Guarantor any facts that the Beneficiary may now or hereafter know with regard to the Debtor, or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing any Obligation; (viiivi) any other act or omission to act or delay of any kind by the DebtorIssuer, the Beneficiary, Trustee or any other person; Person or (ix) any other circumstance whatsoever that which might, but for the provisions of this clauseparagraph, constitute a legal or equitable discharge of any of the or defense to such Guarantor’s obligations hereunder.

Guaranty Unconditional. This is a guaranty of payment and not of collection, and the The obligations of the Guarantor Company hereunder are shall be unconditional and absolute except as specifically provided herein and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: : (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Debtor with respect to any ObligationEligible Subsidiary under this Agreement or any of its Notes, by operation of law or otherwise; ; (ii) any modification or amendment of or supplement to this Agreement or any document evidencing any Obligation; Note; (iii) any release, non-perfection or invalidity of any direct or indirect security for any Obligation obligation of any Eligible Subsidiary under this Agreement or any release of any other guarantor of any Obligation; its Notes; (iv) any change in the corporate existence, structure or ownership of the Debtorany Eligible Subsidiary, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Debtor any Eligible Subsidiary or its assets or any resulting disallowance, release or discharge of all any obligation of any Eligible Subsidiary contained in this Agreement or any portion of any Obligation; its Notes; (v) the existence of any claim, set-off or other right rights which any guarantors the Company may have at any time against any Eligible Subsidiary, the DebtorAgent, any Beneficiary Bank or any other corporation or personPerson, whether in connection herewith or any unrelated transaction; providedtransactions, however, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; ; (vi) any invalidity or unenforceability relating to or against any Eligible Subsidiary for any reason of this Agreement or any Obligationof its Notes, or any provision of applicable law or regulation purporting to prohibit the payment by any Eligible Subsidiary of the Debtor principal of or interest on any Obligationof its Notes or any other amount payable by it under this Agreement, or any delivery of an Election to Terminate by any Eligible Subsidiary; or (vii) any failure by Beneficiary (A) to file or enforce a claim against the Debtor or its estate (in a bankruptcy or other proceeding), (B) to give notice of the existence, creation or incurring by the Debtor of any new or additional indebtedness or obligation under or with respect to any Obligation, (C) to commence any action against the Debtor, (D) to disclose to the Guarantor any facts that the Beneficiary may now or hereafter know with regard to the Debtor, or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing any Obligation; (viii) any other act or omission to act or delay of any kind by the Debtorany Eligible Subsidiary, the BeneficiaryAgent, any Bank or any other person; Person or (ix) any other circumstance whatsoever that which might, but for the provisions of this clauseparagraph, constitute a legal or equitable discharge of any of the Guarantor’s Company's obligations hereunder.

Guaranty Unconditional. This is a guaranty of payment and not of collection, and the The obligations of the Guarantor hereunder are Parent under this Article X shall be unconditional and absolute except as specifically provided herein and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: : (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Debtor with respect to PLIC or PXP under this Agreement or any ObligationNote, by operation of law or otherwise; ; (ii) any modification or amendment of or supplement to this Agreement or any document evidencing any Obligation; Note; (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any Obligation obligation of PLIC or PXP under this Agreement or any release of any other guarantor of any Obligation; Note; (iv) any change in the corporate existence, structure or ownership of the Debtor, PLIC or PXP or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Debtor PLIC or its PXP or their assets or any resulting disallowance, release or discharge of all any obligation of PLIC or PXP contained in this Agreement or any portion of any Obligation; Note; (v) the existence of any claim, set-off or other right which any guarantors the Parent may have at any time against PLIC or PXP, the DebtorAdministrative Agent, any Beneficiary Bank or any other corporation or personPerson, whether in connection herewith or any unrelated transaction; provided, however, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; ; (vi) any invalidity or unenforceability relating to or against PLIC or PXP for any reason of this Agreement or any ObligationNote, or any provision of applicable law or regulation purporting to prohibit the payment by PLIC or PXP of the Debtor principal of or interest on any ObligationNote or any other amount payable by PLIC or PXP under this Agreement; or (vii) any failure by Beneficiary (A) to file or enforce a claim against the Debtor or its estate (in a bankruptcy or other proceeding), (B) to give notice of the existence, creation or incurring by the Debtor of any new or additional indebtedness or obligation under or with respect to any Obligation, (C) to commence any action against the Debtor, (D) to disclose to the Guarantor any facts that the Beneficiary may now or hereafter know with regard to the Debtor, or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing any Obligation; (viii) any other act or omission to act or delay of any kind by the DebtorPLIC or PXP, the BeneficiaryAdministrative Agent, any Bank or any other person; Person or (ix) any other circumstance whatsoever that which might, but for the provisions of this clauseparagraph, constitute a legal or equitable discharge of any PLIC or PXP or of the Guarantor’s Parent's obligations as guarantor hereunder.

Guaranty Unconditional. This is a guaranty of payment and not of collection, and the The obligations of the Guarantor Subsidiary Guarantors hereunder are shall be unconditional and absolute except as specifically provided herein and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: : (ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Debtor with respect to Issuers under this Indenture or any ObligationNote, by operation of law or otherwise; ; (iib) any modification or amendment of or supplement to any document evidencing any Obligation; (iii) any release, non-perfection or invalidity of any direct or indirect security for any Obligation this Indenture or any release Note; provided that any such modification which increases the obligations of any other guarantor of any Obligation; each Subsidiary Guarantor hereunder shall not be effective as to such Subsidiary Guarantor without its consent; (ivc) any change in the corporate existence, structure or ownership of the Debtorany Issuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Debtor any Issuer or its assets or any resulting disallowance, release or discharge of all any obligation of an Issuer contained in this Indenture or any portion of any Obligation; Note; (vd) the existence of any claim, set-off or other right rights which any guarantors the Subsidiary Guarantors may have at any time against any Issuer, the Debtor, any Beneficiary Trustee or any other corporation or personPerson, whether in connection herewith with this Indenture or any unrelated transaction; providedtransactions, however, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; ; (vie) any invalidity or unenforceability relating to or against the Issuers for any reason of this Indenture or any ObligationNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Debtor of any Obligation; (vii) any failure by Beneficiary (A) to file or enforce a claim against the Debtor or its estate (in a bankruptcy or other proceeding), (B) to give notice Issuers of the existence, creation principal of or incurring interest on any Note or any other amount payable by the Debtor of any new or additional indebtedness or obligation Issuers under or with respect to any Obligation, this Indenture; or (C) to commence any action against the Debtor, (D) to disclose to the Guarantor any facts that the Beneficiary may now or hereafter know with regard to the Debtor, or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing any Obligation; (viiif) any other act or omission to act or delay of any kind by the DebtorIssuers, the Beneficiary, Trustee or any other person; Person or (ix) any other circumstance whatsoever that which might, but for the provisions of this clauseparagraph, constitute a legal or equitable discharge of any of the or defense to such Subsidiary Guarantor’s 's obligations hereunder.

Guaranty Unconditional. This is a guaranty of payment and not of collection, and the The obligations of the Guarantor hereunder are unconditional and absolute except as specifically provided herein and, without limiting the generality of the foregoing, shall will not be released, discharged or otherwise affected by: (ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Debtor with respect to Issuer under this Indenture or any ObligationNote, by operation of law or otherwise; ; (iib) any modification or amendment of or supplement to any document evidencing any Obligation; (iii) any release, non-perfection or invalidity of any direct or indirect security for any Obligation this Indenture or any release of any other guarantor of any Obligation; Note; (ivc) any change in the corporate existence, structure or ownership of the DebtorIssuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Debtor Issuer or its assets or any resulting disallowance, release or discharge of all any obligation of the Issuer contained in this Indenture or any portion of any Obligation; Note; (vd) the existence of any claim, set-off or other right rights which any guarantors the Guarantor may have at any time against the DebtorIssuer, any Beneficiary the Trustee or any other corporation or personPerson, whether in connection herewith with this Indenture or any unrelated transaction; providedtransactions, however, provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim; ; (vie) any invalidity or unenforceability relating to or against the Issuer for any reason of this Indenture or any ObligationNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Debtor of any Obligation; (vii) any failure by Beneficiary (A) to file or enforce a claim against the Debtor or its estate (in a bankruptcy or other proceeding), (B) to give notice Issuer of the existence, creation principal of or incurring interest on any Note or any other amount payable by the Debtor of any new or additional indebtedness or obligation Issuer under or with respect to any Obligation, this Indenture; or (C) to commence any action against the Debtor, (D) to disclose to the Guarantor any facts that the Beneficiary may now or hereafter know with regard to the Debtor, or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing any Obligation; (viiif) any other act or omission to act or delay of any kind by the DebtorIssuer, the Beneficiary, Trustee or any other person; Person or (ix) any other circumstance whatsoever that which might, but for the provisions of this clauseparagraph, constitute a legal or equitable discharge of any of the or defense to such Guarantor’s obligations hereunder.

Guaranty Unconditional. This is a guaranty of payment and not of collection, and the The obligations of the Guarantor hereunder are Parent under this SECTION 11 shall be absolute, unconditional and absolute except as specifically provided herein irrevocable and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: : (ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Debtor with respect to Company under this Agreement, any Obligationother Loan Document or any applicable Hedging Agreement, by operation of law or otherwise; ; (iib) any modification or amendment of or supplement to this Agreement, any document evidencing other Loan Document or any Obligation; applicable Hedging Agreement; (iiic) any release, impairment, non-perfection or invalidity of any other guaranty or of any direct or indirect security for any Obligation obligation of the Company under this Agreement, any other Loan Document or any release of any other guarantor of any Obligation; applicable Hedging Agreement; (ivd) any change in the corporate existence, structure or ownership of the Debtor, Company or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Debtor Company or its the Company's assets or any resulting disallowance, release or discharge of all any obligation of the Company contained in this Agreement, any other Loan Document or any portion of any Obligation; applicable Hedging Agreement; (ve) the existence of any claim, set-off or other right which any guarantors Parent may have at any time against the DebtorCompany, either Agent, any Beneficiary Lender or any other corporation or personPerson, whether in connection herewith or any unrelated transaction; provided, however, PROVIDED that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; ; (vif) any invalidity or unenforceability relating to or against the Company for any reason of this Agreement, any Obligationother Loan Document or any applicable Hedging Agreement, or any provision of any applicable law or regulation purporting to prohibit the payment by the Debtor of any Obligation; (vii) any failure by Beneficiary (A) to file or enforce a claim against the Debtor or its estate (in a bankruptcy or other proceeding), (B) to give notice Company of the existence, creation principal of or incurring interest on any Loan or any other amount payable by the Debtor of Company under this Agreement, any new other Loan Document or additional indebtedness or obligation under or with respect to any Obligation, applicable Hedging Agreement; or (C) to commence any action against the Debtor, (D) to disclose to the Guarantor any facts that the Beneficiary may now or hereafter know with regard to the Debtor, or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing any Obligation; (viiig) any other act or omission to act or delay of any kind by the DebtorCompany, the Beneficiaryeither Agent, any Lender or any other person; Person or (ix) any other circumstance whatsoever that which might, but for the provisions of this clauseparagraph, constitute a legal or equitable discharge of any of the Guarantor’s Parent's obligations as guarantor hereunder.

Guaranty Unconditional. This is a guaranty of payment and not of collectionSubject to Section 10.07, and the obligations of the Guarantor hereunder are shall be unconditional and absolute except as specifically provided herein and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: : (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Debtor with respect to Borrower under this Agreement or any ObligationNote, by operation of law or otherwise; ; (ii) any modification or amendment of or supplement to this Agreement or any document evidencing any Obligation; Note; (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any Obligation obligation of the Borrower under this Agreement or any release of any other guarantor of any Obligation; Note; (iv) any change in the corporate existence, structure or ownership of the DebtorBorrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Debtor Borrower or its assets or any resulting disallowance, release or discharge of all any obligation of the Borrower contained in this Agreement or any portion of any Obligation; Note; (v) the existence of any claim, set-off or other right rights which any guarantors the Guarantor may have at any time against the DebtorBorrower, any Beneficiary Agent, any Bank or any other corporation or personPerson, whether in connection herewith or any unrelated transaction; providedtransactions, however, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; ; (vi) any invalidity or unenforceability relating to or against the Borrower for any reason of this Agreement or any ObligationNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Debtor Borrower of the principal of or interest on any ObligationNote or any other amount payable by the Borrower under this Agreement; or (vii) any failure by Beneficiary (A) to file or enforce a claim against the Debtor or its estate (in a bankruptcy or other proceeding), (B) to give notice of the existence, creation or incurring by the Debtor of any new or additional indebtedness or obligation under or with respect to any Obligation, (C) to commence any action against the Debtor, (D) to disclose to the Guarantor any facts that the Beneficiary may now or hereafter know with regard to the Debtor, or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing any Obligation; (viii) any other act or omission to act or delay of any kind by the DebtorBorrower, the Beneficiaryany Agent, any Bank or any other person; Person or (ix) any other circumstance whatsoever that which might, but for the provisions of this clauseparagraph, constitute a legal or equitable discharge of any of or defense to the Guarantor’s 's obligations hereunder.

Guaranty Unconditional. This is a guaranty of payment and not of collection, and the The obligations of the Guarantor Guarantors hereunder are shall be unconditional and absolute except as specifically provided herein and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: : (ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Debtor with respect to any ObligationSeller under this Agreement, by operation of law or otherwise; ; (iib) any modification or amendment of or supplement to this Agreement, provided that any document evidencing any Obligation; such modification which increases the obligations of the Guarantors hereunder shall not be effective as to the Guarantors without their consent; (iii) any release, non-perfection or invalidity of any direct or indirect security for any Obligation or any release of any other guarantor of any Obligation; (ivc) any change in the corporate existence, structure or ownership of the DebtorSeller, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Debtor Seller or its assets or any resulting disallowance, release or discharge of all or any portion obligation of any Obligation; the Seller contained in this Agreement; (vd) the existence of any claim, set-off or other right rights which any guarantors the Guarantors may have at any time against the DebtorSeller, any Beneficiary the Company, the Buyer or any other corporation or person, whether in connection herewith with this Agreement or any unrelated transaction; providedtransactions, however, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; ; (vie) any invalidity or unenforceability relating to or against the Seller for any reason of any Obligationthis Agreement, or any provision of applicable law or regulation purporting to prohibit the payment by the Debtor of any Obligation; regulation; (vii) any failure by Beneficiary (A) to file or enforce a claim against the Debtor or its estate (in a bankruptcy or other proceeding), (B) to give notice of the existence, creation or incurring by the Debtor of any new or additional indebtedness or obligation under or with respect to any Obligation, (C) to commence any action against the Debtor, (D) to disclose to the Guarantor any facts that the Beneficiary may now or hereafter know with regard to the Debtor, or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing any Obligation; (viiif) any other act or omission to act or delay of any kind by the Debtor, the Beneficiary, Seller or any other person; person or (ix) any other circumstance whatsoever that which might, but for the provisions of this clausesection, constitute a legal or equitable discharge of any of or defense to the Guarantor’s Guarantors' obligations hereunder.

Guaranty Unconditional. This is a guaranty of payment and not of collection, and the The obligations of the Guarantor hereunder are under this Article XII shall be unconditional and absolute except as specifically provided herein and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: : (ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Debtor with respect to any Company Obligation, by operation of law or otherwise; provided, however, that the release by Dartmouth in writing of Company in respect of any Company Obligation under this Agreement shall also operate to release Guarantor from its obligations hereunder in respect of such Company Obligation; (iib) any modification or amendment of or supplement to this Agreement or any other document evidencing any Obligationreferred to herein; (iii) any releaseprovided, non-perfection or invalidity however, that the release by Dartmouth in writing of Company in respect of any direct or indirect security for any Company Obligation or any under this Agreement shall also operate to release Guarantor from its obligations hereunder in respect of any other guarantor of any such Company Obligation; ; (ivc) any change in the existence, structure or ownership of the DebtorCompany, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Debtor Company or its assets or any resulting disallowance, release or discharge of all or any portion of any Company Obligation; ; (vd) the existence of any claim, set-off or other right rights which any guarantors Guarantor may have at any time against the DebtorCompany, any Beneficiary Dartmouth or any other corporation corporation, entity or person, whether in connection herewith or any unrelated transaction; provided, however, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; ; (vie) any invalidity or unenforceability relating to or against Company for any reason of any Obligationthis Agreement, or any provision of applicable law or regulation purporting to prohibit the payment by the Debtor Company of any Obligation; (vii) any failure Payment Obligation or the performance by Beneficiary (A) to file or enforce a claim against the Debtor or its estate (in a bankruptcy or other proceeding), (B) to give notice of the existence, creation or incurring by the Debtor Company of any new or additional indebtedness or obligation of its other Company Obligations under or with respect to any Obligation, this Agreement; or (C) to commence any action against the Debtor, (D) to disclose to the Guarantor any facts that the Beneficiary may now or hereafter know with regard to the Debtor, or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing any Obligation; (viiif) any other act or omission to act or delay of any kind by the DebtorCompany, the Beneficiary, Dartmouth or any other person; corporation, entity or (ix) person or any other circumstance whatsoever that which might, but for the provisions of this clauseparagraph, constitute a legal or equitable discharge of any of the Guarantor’s obligations hereunder.

Guaranty Unconditional. This is a guaranty of payment and not of collectionSubject to clause (g) hereof, and the obligations of the Guarantor hereunder are PLIC under this Article X shall be unconditional and absolute except as specifically provided herein and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: : (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Debtor with respect to PXP under this Agreement or any ObligationNote, by operation of law or otherwise; ; (ii) any modification or amendment of or supplement to this Agreement or any document evidencing any Obligation; Note; (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any Obligation obligation of PXP under this Agreement or any release of any other guarantor of any Obligation; Note; (iv) any change in the corporate existence, structure or ownership of the Debtor, PXP or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Debtor PXP or its their assets or any resulting disallowance, release or discharge of all any obligation of PXP contained in this Agreement or any portion of any Obligation; Note; (v) the existence of any claim, set-off or other right which any guarantors PLIC may have at any time against PXP, the DebtorAdministrative Agent, any Beneficiary Bank or any other corporation or personPerson, whether in connection herewith or any unrelated transaction; provided, however, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; ; (vi) any invalidity or unenforceability relating to or against PXP for any reason of this Agreement or any ObligationNote, or any provision of applicable law or regulation purporting to prohibit the payment by PXP of the Debtor principal of or interest on any ObligationNote or any other amount payable by PXP under this Agreement; or (vii) any failure by Beneficiary (A) to file or enforce a claim against the Debtor or its estate (in a bankruptcy or other proceeding), (B) to give notice of the existence, creation or incurring by the Debtor of any new or additional indebtedness or obligation under or with respect to any Obligation, (C) to commence any action against the Debtor, (D) to disclose to the Guarantor any facts that the Beneficiary may now or hereafter know with regard to the Debtor, or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing any Obligation; (viii) any other act or omission to act or delay of any kind by the DebtorPXP, the BeneficiaryAdministrative Agent, any Bank or any other person; Person or (ix) any other circumstance whatsoever that which might, but for the provisions of this clauseparagraph, constitute a legal or equitable discharge of any PXP/or of the Guarantor’s PLIC's obligations as guarantor hereunder.

Guaranty Unconditional. This is a guaranty of payment and not of collection, and the The obligations of the Guarantor hereunder are Company under this Article X shall be irrevocable, unconditional and absolute except as specifically provided herein and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: : (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any Borrower (other than the Debtor with respect to Company) under this Agreement or any ObligationNote, by operation of law or otherwise; ; (ii) any modification or amendment of or supplement to this Agreement or any document evidencing any Obligation; Note; (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any Obligation obligation of any Borrower (other than the Company) under this Agreement or any release of any other guarantor of any Obligation; Note; (iv) any change in the corporate existence, structure or ownership of the Debtorany Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Debtor any Borrower or its such Borrower’s assets or any resulting disallowance, release or discharge of all any obligation of any Borrower (other than the Company) contained in this Agreement or any portion of any Obligation; Note; (v) the existence of any claim, set-off or other right rights which any guarantors the Company may have at any time against any other Borrower, the DebtorAdministrative Agent, any Beneficiary Lender or any other corporation or personPerson, whether in connection herewith or any unrelated transaction; provided, however, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; ; (vi) any invalidity or unenforceability relating to or against any Borrower (other than the Company) for any reason of this Agreement or any ObligationNote, or any provision of applicable law Law or regulation purporting to prohibit the payment by any Borrower (other than the Debtor Company) of the principal of or interest on any ObligationLoan or any other amount payable by any other Borrower under this Agreement; or (vii) any failure by Beneficiary (A) to file or enforce a claim against the Debtor or its estate (in a bankruptcy or other proceeding), (B) to give notice of the existence, creation or incurring by the Debtor of any new or additional indebtedness or obligation under or with respect to any Obligation, (C) to commence any action against the Debtor, (D) to disclose to the Guarantor any facts that the Beneficiary may now or hereafter know with regard to the Debtor, or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing any Obligation; (viii) any other act or omission to act or delay of any kind by the Debtorany other Borrower, the BeneficiaryAdministrative Agent, any Lender or any other person; Person or (ix) any other circumstance whatsoever that which might, but for the provisions of this clauseparagraph, constitute a legal or equitable discharge of any of the GuarantorCompany’s obligations as guarantor hereunder.

Guaranty Unconditional. This is a guaranty of payment and not of collection, and the The obligations of each of the Guarantor Guarantors hereunder are shall be unconditional and absolute except as specifically provided herein and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: , and each Guarantor hereby waives any defenses it may have (now or in the future) by reason of: (A) (i) any extension, renewal, settlement, indulgence, compromise, waiver or release in respect of the Guaranteed Obligations, any part thereof, any agreement relating thereto (including this Guaranty), or any obligation of the Debtor with respect to any Obligationother Guarantor, whether (in any such case) by operation of law or otherwiseotherwise other than as a result of the indefeasible payment in full in cash of the Guaranteed Obligations; or (ii) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations, any part thereof, any agreement relating thereto (including this Guaranty), or any obligation of any other Guarantor; (B) any modification or amendment of or supplement to the Private Shelf Agreement, the Notes, or any document evidencing other Transaction Document, including, without limitation, any Obligation; such amendment which may increase the amount of, or the interest rates applicable to, any of the Guaranteed Obligations or the issuance from time to time of Notes; (C) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of (i) any collateral securing the Guaranteed Obligations or any part thereof, (ii) any other guaranties with respect to the Guaranteed Obligations or any part thereof, or (iii) any release, non-perfection or invalidity other obligation of any direct person or indirect security for any Obligation or any release of any other guarantor of any Obligation; (iv) any change in the existence, structure or ownership of the Debtor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Debtor or its assets or any resulting disallowance, release or discharge of all or any portion of any Obligation; (v) the existence of any claim, set-off or other right which any guarantors may have at any time against the Debtor, any Beneficiary or any other corporation or person, whether in connection herewith or any unrelated transaction; provided, however, that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability of any Obligation, or any provision of applicable law or regulation purporting to prohibit the payment by the Debtor of any Obligation; (vii) any failure by Beneficiary (A) to file or enforce a claim against the Debtor or its estate (in a bankruptcy or other proceeding), (B) to give notice of the existence, creation or incurring by the Debtor of any new or additional indebtedness or obligation under or entity with respect to any Obligation, (C) to commence any action against the Debtor, (D) to disclose to the Guarantor any facts that the Beneficiary may now or hereafter know with regard to the Debtor, or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing any Obligation; (viii) any other act or omission to act or delay of any kind by the Debtor, the Beneficiary, Guaranteed Obligations or any other person; or (ix) any other circumstance whatsoever that might, but for the provisions of this clause, constitute a legal or equitable discharge of any of the Guarantor’s obligations hereunder.part thereof;

Guaranty Unconditional. This is a guaranty of payment and not of collection, and the The obligations of the Guarantor Company hereunder are shall be unconditional and absolute except as specifically provided herein and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: : (ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Debtor with respect to any ObligationEligible Subsidiary under this Agreement or any Note, by operation of law or otherwise; (iib) any modification or amendment of or supplement to this Agreement or any document evidencing any ObligationNote; (iiic) any release, impairment, non-perfection or invalidity of any direct or indirect security for any Obligation obligation of any Eligible Subsidiary under this Agreement or any release of any other guarantor of any ObligationNote; (ivd) any change in the existence, structure or ownership of the Debtorany Eligible Subsidiary, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Debtor any Eligible Subsidiary or its assets or any resulting disallowance, release or discharge of all any obligation of any Eligible Subsidiary contained in this Agreement or any portion of any ObligationNote; (ve) the existence of any claim, set-off or other right rights which any guarantors the Company may have at any time against the Debtorany Eligible Subsidiary, any Beneficiary Agent, any Bank or any other corporation or personPerson, whether in connection herewith or any unrelated transaction; providedtransactions, however, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vif) any invalidity or unenforceability relating to or against any Eligible Subsidiary for any reason of this Agreement or any ObligationNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Debtor of any Obligation; (vii) any failure by Beneficiary (A) to file or enforce a claim against the Debtor or its estate (in a bankruptcy or other proceeding), (B) to give notice Eligible Subsidiary of the existence, creation principal of or incurring interest on any Loan or any other amount payable by the Debtor of it under this Agreement or any new or additional indebtedness or obligation under or with respect to any Obligation, (C) to commence any action against the Debtor, (D) to disclose to the Guarantor any facts that the Beneficiary may now or hereafter know with regard to the Debtor, Note; or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing any Obligation; (viiig) any other act or omission to act or delay of any kind by the Debtorany Eligible Subsidiary, the Beneficiary, any Agent or Bank or any other person; Person or (ix) any other circumstance whatsoever that which might, but for the provisions of this clauseparagraph, constitute a legal or equitable discharge of any of or defense to the Guarantor’s Company's obligations hereunder.

Guaranty Unconditional. This is a guaranty of payment and not of collection, and the The obligations of the Guarantor Company hereunder are shall be unconditional and absolute except as specifically provided herein and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: : (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Debtor with respect to any ObligationEligible Subsidiary under this Agreement or any Note, by operation of law or otherwise; ; (ii) any modification or amendment of or supplement to this Agreement or any document evidencing any Obligation; Note; (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any Obligation obligation of any Eligible Subsidiary under this Agreement or any release of any other guarantor of any Obligation; Note; (iv) any change in the corporate existence, structure or ownership of the Debtorany Eligible Subsidiary, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Debtor any Eligible Subsidiary or its assets or any resulting disallowance, release or discharge of all any obligation of any Eligible Subsidiary contained in this Agreement or any portion of any Obligation; Note; (v) the existence of any claim, set-off or other right rights which any guarantors the Company may have at any time against the Debtorany Eligible Subsidiary, either Agent, any Beneficiary Issuing Bank, any other Lender or any other corporation or personPerson, whether in connection herewith or any unrelated transaction; providedtransactions, however, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; ; (vi) any invalidity or unenforceability relating to or against any Eligible Subsidiary for any reason of this Agreement or any ObligationNote, or any provision of applicable law or regulation purporting to prohibit the payment by any Eligible Subsidiary of the Debtor principal of or interest on any ObligationNote or any other amount payable by it under this Agreement; or (vii) any failure by Beneficiary (A) to file or enforce a claim against the Debtor or its estate (in a bankruptcy or other proceeding), (B) to give notice of the existence, creation or incurring by the Debtor of any new or additional indebtedness or obligation under or with respect to any Obligation, (C) to commence any action against the Debtor, (D) to disclose to the Guarantor any facts that the Beneficiary may now or hereafter know with regard to the Debtor, or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing any Obligation; (viii) any other act or omission to act or delay of any kind by the Debtorany Eligible Subsidiary, the Beneficiaryeither Agent, any Issuing Bank or any other person; Person or (ix) any other circumstance whatsoever that which might, but for the provisions of this clauseparagraph, constitute a legal or equitable discharge of any of or defense to the Guarantor’s Company's obligations hereunder.

Guaranty Unconditional. This is a guaranty of payment and not of collection, and the The obligations of the Guarantor Company hereunder are shall be unconditional and absolute except as specifically provided herein and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Debtor with respect to any ObligationEligible Subsidiary under this Agreement or any Note, by operation of law or otherwise; (ii) any modification or amendment of or supplement to this Agreement or any document evidencing any ObligationNote; (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any Obligation obligation of any Eligible Subsidiary under this Agreement or any release of any other guarantor of any ObligationNote; (iv) any change in the existence, structure or ownership of the Debtorany Eligible Subsidiary, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Debtor any Eligible Subsidiary or its assets or any resulting disallowance, release or discharge of all any obligation of any Eligible Subsidiary contained in this Agreement or any portion of any ObligationNote; (v) the existence of any claim, set-off or other right rights which any guarantors the Company may have at any time against the Debtorany Eligible Subsidiary, any Beneficiary Agent, any Bank or any other corporation or personPerson, whether in connection herewith or any unrelated transaction; providedtransactions, however, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability relating to or against any Eligible Subsidiary for any reason of this Agreement or any ObligationNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Debtor of any Obligation; (vii) any failure by Beneficiary (A) to file or enforce a claim against the Debtor or its estate (in a bankruptcy or other proceeding), (B) to give notice Eligible Subsidiary of the existenceprincipal of or interest on any Loan, creation any Letter of Credit Liability or incurring any other amount payable by the Debtor of it under this Agreement or any new Note; or additional indebtedness or obligation under or with respect to any Obligation, (C) to commence any action against the Debtor, (D) to disclose to the Guarantor any facts that the Beneficiary may now or hereafter know with regard to the Debtor, or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing any Obligation; (viii) any other act or omission to act or delay of any kind by the Debtorany Eligible Subsidiary, the Beneficiary, any Agent or Bank or any other person; Person or (ix) any other circumstance whatsoever that which might, but for the provisions of this clauseparagraph, constitute a legal or equitable discharge of any of or defense to the Guarantor’s Company's obligations hereunder.

Guaranty Unconditional. This ▇▇▇▇▇▇▇▇▇ agrees that this Guaranty is a guaranty one of payment and performance and not of collection, and . Guarantor agrees that the obligations enforceability of the Guarantor hereunder are unconditional and absolute except as specifically provided herein and, without limiting the generality of the foregoing, this Guaranty shall not be releasedaffected by (a) the bankruptcy, discharged insolvency, liquidation or otherwise affected by: inability to pay of Buyer or CNOTP; (ib) the failure of Seller or any of their respective Affiliates to assert any claim to enforce any right or remedy against Buyer or CNOTP; (c) any change in the time, place, or manner of payment or performance of any of the Guaranteed Obligations or any amendment or modification of any of the terms or provisions of the Purchase Agreement; (d) any change in the structure or ownership of Guarantor, Buyer, CNOTP or Seller or the assignment by Buyer or CNOTP of the Purchase Agreement pursuant to Section 14.05 thereof; (e) the adequacy of any other means Seller or their respective Affiliates may have of obtaining payment or performance of the Guaranteed Obligations; (f) any acceleration, extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Debtor with respect to any Obligation, Guaranteed Obligation by operation of law Law or otherwise; (iig) any modification the invalidity or amendment unenforceability, in whole or supplement to any document evidencing any Obligation; (iii) any releasein part, non-perfection or invalidity of any direct or indirect security for any Obligation or any release of any other guarantor of any Obligation; (iv) any change in the existence, structure or ownership of the Debtor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Debtor or its assets or any resulting disallowance, release or discharge of all or any portion of any ObligationPurchase Agreement; (v) the existence of any claim, set-off or other right which any guarantors may have at any time against the Debtor, any Beneficiary or any other corporation or person, whether in connection herewith or any unrelated transaction; provided, however, that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability of any Obligation, or any provision of applicable law or regulation purporting to prohibit the payment by the Debtor of any Obligation; (vii) any failure by Beneficiary (A) to file or enforce a claim against the Debtor or its estate (in a bankruptcy or other proceeding), (B) to give notice of the existence, creation or incurring by the Debtor of any new or additional indebtedness or obligation under or with respect to any Obligation, (C) to commence any action against the Debtor, (D) to disclose to the Guarantor any facts that the Beneficiary may now or hereafter know with regard to the Debtor, or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing any Obligation; (viiih) any other act or act, omission to act or act, delay of any kind by the Debtor, the Beneficiary, any Party or any other person; Person, or (ix) any other circumstance whatsoever that might, but for the provisions of this clauseSection, constitute a legal or equitable discharge of any the obligations of the Guarantor’s obligations Guarantor hereunder.

Guaranty Unconditional. This is a guaranty of payment and not of collection, and the The obligations of the Guarantor hereunder are shall be unconditional and absolute except as specifically provided herein and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Debtor with respect to Borrower under this Agreement or any ObligationNote, by operation of law or otherwise; (ii) any modification or amendment of or supplement to this Agreement or any document evidencing any ObligationNote; (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any Obligation obligation of the Borrower under this Agreement or any release of any other guarantor of any ObligationNote; (iv) any change in the corporate existence, structure or ownership of the DebtorBorrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Debtor Borrower or its assets or any resulting disallowance, release or discharge of all any obligation of the Borrower contained in this Agreement or any portion of any ObligationNote; (v) the existence of any claim, set-off or other right rights which any guarantors the Guarantor may have at any time against the DebtorBorrower, the Agent, any Beneficiary Bank or any other corporation or personPerson, whether in connection herewith or any unrelated transaction; providedtransactions, however, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability relating to or against the Borrower for any reason of this Agreement or any ObligationNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Debtor Borrower of the principal of or interest on any ObligationNote or any other amount payable by it under this Agreement; or (vii) any failure by Beneficiary (A) to file or enforce a claim against the Debtor or its estate (in a bankruptcy or other proceeding), (B) to give notice of the existence, creation or incurring by the Debtor of any new or additional indebtedness or obligation under or with respect to any Obligation, (C) to commence any action against the Debtor, (D) to disclose to the Guarantor any facts that the Beneficiary may now or hereafter know with regard to the Debtor, or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing any Obligation; (viii) any other act or omission to act or delay of any kind by the DebtorBorrower, the BeneficiaryAgent, any Bank or any other person; Person or (ix) any other circumstance whatsoever that which might, but for the provisions of this clauseparagraph, constitute a legal or equitable discharge of any of or defense to the Guarantor’s 's obligations hereunder.

Guaranty Unconditional. This is a guaranty of payment and not of collection, and the The obligations of the Parent Guarantor hereunder are shall be unconditional and absolute except as specifically provided herein and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: : (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Debtor with respect to any ObligationBorrower under this Agreement or the Term Note, by operation of law or otherwise; ; (ii) any modification or amendment of or supplement to this Agreement or the Term Note or any document evidencing any Obligation; Loan Document; (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any Obligation obligation of the Borrower under this Agreement or any release of any other guarantor of any Obligation; the Term Note; (iv) any change in the corporate existence, structure or ownership of the Debtorany Corporation, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Debtor any Corporation or its assets or any resulting disallowance, release or discharge of all any obligation of the Borrower contained in this Agreement or any portion of any Obligation; the Term Note; (v) the existence of any claim, set-off or other right rights which any guarantors the Parent Guarantor may have at any time against the DebtorBorrower, any Beneficiary the Lender or any other corporation or personPerson, whether in connection herewith or any unrelated transaction; providedtransactions, however, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; ; (vi) any invalidity or unenforceability relating to or against the Borrower for any reason of any Obligationthis Agreement or the Term Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Debtor Borrower of the principal of or interest on the Term Note or any Obligationother amount payable by the Borrower under this Agreement; or (vii) any failure by Beneficiary (A) to file or enforce a claim against the Debtor or its estate (in a bankruptcy or other proceeding), (B) to give notice of the existence, creation or incurring by the Debtor of any new or additional indebtedness or obligation under or with respect to any Obligation, (C) to commence any action against the Debtor, (D) to disclose to the Guarantor any facts that the Beneficiary may now or hereafter know with regard to the Debtor, or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing any Obligation; (viii) any other act or omission to act or delay of any kind by the DebtorBorrower, the Beneficiary, Lender or any other person; Person or (ix) any other circumstance whatsoever that which might, but for the provisions of this clauseparagraph, constitute a legal or equitable discharge of any of the Parent Guarantor’s 's obligations hereunder.

Guaranty Unconditional. This is a guaranty of payment and not of collection, and the The obligations of the each Guarantor hereunder are unconditional and absolute except as specifically provided herein and, without limiting the generality of the foregoing, shall will not be released, discharged or otherwise affected by: (i1) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Debtor with respect to Issuer under the Indenture or any ObligationSecurity, by operation of law or otherwise; ; (ii2) any modification or amendment of or supplement to any document evidencing any Obligation; (iii) any release, non-perfection or invalidity of any direct or indirect security for any Obligation the Indenture or any release of any other guarantor of any Obligation; Security; (iv3) any change in the corporate existence, structure or ownership of the DebtorIssuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Debtor Issuer or its assets or any resulting disallowance, release or discharge of all any obligation of the Issuer contained in the Indenture or any portion of any Obligation; Security; (v4) the existence of any claim, set-off set‑off or other right rights which any guarantors the Guarantor may have at any time against the DebtorIssuer, any Beneficiary the Trustee or any other corporation or personPerson, whether in connection herewith with the Indenture or any unrelated transaction; providedtransactions, however, provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim; ; (vi5) any invalidity or unenforceability relating to or against the Issuer for any reason of the Indenture or any ObligationSecurity, or any provision of applicable law or regulation purporting to prohibit the payment by the Debtor of any Obligation; (vii) any failure by Beneficiary (A) to file or enforce a claim against the Debtor or its estate (in a bankruptcy or other proceeding), (B) to give notice Issuer of the existence, creation principal of or incurring interest on any Security or any other amount payable by the Debtor of any new or additional indebtedness or obligation Issuer under or with respect to any Obligation, the Indenture; or (C) to commence any action against the Debtor, (D) to disclose to the Guarantor any facts that the Beneficiary may now or hereafter know with regard to the Debtor, or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing any Obligation; (viii6) any other act or omission to act or delay of any kind by the DebtorIssuer, the Beneficiary, Trustee or any other person; Person or (ix) any other circumstance whatsoever that which might, but for the provisions of this clauseparagraph, constitute a legal or equitable discharge of any of the or defense to such Guarantor’s 's obligations hereunder.

Guaranty Unconditional. This is a guaranty of payment and not of collection, and the The obligations of the each Guarantor hereunder are unconditional shall be unconditional, absolute and absolute except as specifically provided herein irrevocable and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: : (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any other obligor under any of the Debtor with respect to any ObligationLoan Documents, by operation of law or otherwise; ; (ii) any modification or amendment of or supplement to any document evidencing any Obligation; of the Loan Documents; (iii) any release, non-perfection or invalidity of any direct or indirect security for any Obligation or any release obligation of any other guarantor obligor under any of any Obligation; the Loan Documents; (iv) any change in the corporate existence, structure or ownership of the Debtorany obligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Debtor any other obligor or its assets or any resulting disallowance, release or discharge of all or any portion obligation of any Obligation; other obligor contained in any of the Loan Documents; (v) the existence of any claim, set-off or other right rights which any guarantors obligor may have at any time against any other obligor, the DebtorAdministrative Agent, any Beneficiary Lender or any other corporation or person, whether in connection herewith with any of the Loan Documents or any unrelated transaction; providedtransactions, however, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; ; (vi) any invalidity or unenforceability relating to or against any other obligor for any reason of any Obligationof the Loan Documents, or any provision of applicable law or regulation purporting to prohibit the payment by any other obligor of the Debtor principal of or interest on any ObligationNote or any other amount payable under any of the Loan Documents; or (vii) any failure by Beneficiary (A) to file or enforce a claim against the Debtor or its estate (in a bankruptcy or other proceeding), (B) to give notice of the existence, creation or incurring by the Debtor of any new or additional indebtedness or obligation under or with respect to any Obligation, (C) to commence any action against the Debtor, (D) to disclose to the Guarantor any facts that the Beneficiary may now or hereafter know with regard to the Debtor, or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing any Obligation; (viii) any other act or omission to act or delay of any kind by the Debtorany obligor, the BeneficiaryAdministrative Agent, any Lender or any other person; corporation or (ix) person or any other circumstance whatsoever that which might, but for the provisions of this clauseparagraph, constitute a legal or equitable discharge of any of the or defense to a Guarantor’s 's obligations hereunder.

Guaranty Unconditional. This is a guaranty of payment and not of collection, and the The obligations of the Guarantor hereunder are shall be absolute, continuing and unconditional and absolute except as specifically provided herein and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: : (i) any extension, renewal, compromise, settlement, compromisesubstitution, exchange, waiver or release in respect of any obligation of the Debtor obligations of any other Obligor under any of the Financing Documents; (ii) any amendment, modification or supplement to the Note, this Guaranty or any other Loan Document; (iii) any failure to perfect a lien, if any, granted by any of the Financing Documents with respect to any Obligationcollateral for the Loan, by operation the release in whole or in part of law any such lien or otherwise; (ii) any modification or amendment or supplement to any document evidencing any Obligation; (iii) any the release, non-perfection substitution or invalidity exchange of any direct or indirect security collateral for any Obligation or any release of any other guarantor of any Obligation; the Loan; (iv) any change in the existencestructure, structure existence or ownership of the DebtorBorrower, or the filing or entry of a final order in any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Debtor Borrower or its assets or releasing any resulting disallowance, release or discharge Obligor from any of all or its obligations under any portion of any Obligation; the Financing Documents; (v) the existence of any claim, set-off or other right which any guarantors Guarantor may have at any time against the DebtorBorrower, any Beneficiary Bank or any other corporation or personObligor, whether in connection herewith arising from the execution of any of the Financing Documents or any unrelated transaction; providedotherwise, however, provided that nothing contained herein shall prevent the assertion of any such a claim by in a separate suit or compulsory counterclaim; suit; (vi) the unenforceability, for any invalidity or unenforceability reason, of any Obligation, or any provision of applicable law or regulation purporting to prohibit the payment by the Debtor obligations of any Obligation; other Obligor under any of the Financing Documents; (vii) any the failure by Beneficiary of Bank (A) to file or enforce a claim against the Debtor any other Obligor (or its estate (in a bankruptcy or other proceeding), (B) to give notice of the existence, creation or incurring incurrence by the Debtor any other Obligor of any new or additional indebtedness or obligation under or with respect to any Obligationthe Financing Documents, (C) to commence any action against the Debtor, (D) to disclose to the Guarantor any facts that the Beneficiary may now or hereafter know with regard to the DebtorObliger, or (ED) to proceed with due diligence in to collect any amount due to it under any of the collection, protection Financing Documents or realization to realize upon any collateral securing any Obligationfor the Loan; or (viii) any other act or omission act, failure to act or delay of any kind by the DebtorBorrower, the Beneficiary, or any other person; Obligor or (ix) any other circumstance whatsoever that Bank which might, but for the provisions of this clauseSection 3, constitute a legal or equitable discharge of any of the Guarantor’s 's obligations hereunder.

Guaranty Unconditional. This is a guaranty of payment and not of collection, and the The obligations of the Guarantor hereunder are Company under this Article XVII shall be irrevocable, unconditional and absolute except as specifically provided herein and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: : (ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any Borrower (other than the Debtor with respect to Company) under this Agreement or any ObligationNote, by operation of law or otherwise; ; (iib) any modification or amendment of or supplement to this Agreement or any document evidencing any Obligation; Note; (iiic) any release, impairment, non-perfection or invalidity of any direct or indirect security for any Obligation obligation of any Borrower (other than the Company) under this Agreement or any release of any other guarantor of any Obligation; Note; (ivd) any change in the corporate existence, structure or ownership of the Debtorany Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Debtor any Borrower or its such Borrower’s assets or any resulting disallowance, release or discharge of all any obligation of any Borrower (other than the Company) contained in this Agreement or any portion of any Obligation; Note; (ve) the existence of any claim, set-off or other right rights which any guarantors the Company may have at any time against any other Borrower, the DebtorAdministrative Agent, any Beneficiary Lender or any other corporation or personPerson, whether in connection herewith or any unrelated transaction; provided, however, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; ; (vif) any invalidity or unenforceability relating to or against any Borrower (other than the Company) for any reason of this Agreement or any ObligationNote, or any provision of applicable law or regulation purporting to prohibit the payment by any Borrower (other than the Debtor of any Obligation; (viiCompany) any failure by Beneficiary (A) to file or enforce a claim against the Debtor or its estate (in a bankruptcy or other proceeding), (B) to give notice of the existence, creation principal of or incurring interest on any Loan or any other amount payable by the Debtor of any new or additional indebtedness or obligation other Borrower under or with respect to any Obligation, this Agreement; or (C) to commence any action against the Debtor, (D) to disclose to the Guarantor any facts that the Beneficiary may now or hereafter know with regard to the Debtor, or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing any Obligation; (viiig) any other act or omission to act or delay of any kind by the Debtorany other Borrower, the BeneficiaryAdministrative Agent, any Lender or any other person; Person or (ix) any other circumstance whatsoever that which might, but for the provisions of this clauseparagraph, constitute a legal or equitable discharge of any of the GuarantorCompany’s obligations as guarantor hereunder.

Guaranty Unconditional. This is a guaranty of payment and not of collection, and the The obligations of the Guarantor hereunder are Parent under this Article VIII shall be unconditional and absolute except as specifically provided herein and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: : (ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Debtor with respect to PLIC under this Agreement or any ObligationNote, by operation of law or otherwise; ; (iib) any modification or amendment of or supplement to this Agreement or any document evidencing any Obligation; Note; (iiic) any release, impairment, non-perfection or invalidity of any direct or indirect security for any Obligation obligation of PLIC under this Agreement or any release of any other guarantor of any Obligation; Note; (ivd) any change in the corporate existence, structure or ownership of the Debtor, PLIC or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Debtor PLIC or its their assets or any resulting disallowance, release or discharge of all any obligation of PLIC contained in this Agreement or any portion of any Obligation; Note; (ve) the existence of any claim, set-off or other right which any guarantors the Parent may have at any time against PLIC, the DebtorAdministrative Agent, any Beneficiary Lender or any other corporation or personPerson, whether in connection herewith or any unrelated transaction; provided, however, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; ; (vif) any invalidity or unenforceability relating to or against PLIC for any reason of this Agreement or any ObligationNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Debtor of any Obligation; (vii) any failure by Beneficiary (A) to file or enforce a claim against the Debtor or its estate (in a bankruptcy or other proceeding), (B) to give notice PLIC of the existence, creation principal of or incurring interest on any Loan or any other amount payable by the Debtor of any new or additional indebtedness or obligation PLIC under or with respect to any Obligation, this Agreement; or (C) to commence any action against the Debtor, (D) to disclose to the Guarantor any facts that the Beneficiary may now or hereafter know with regard to the Debtor, or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing any Obligation; (viiig) any other act or omission to act or delay of any kind by the DebtorPLIC, the BeneficiaryAdministrative Agent, any Lender or any other person; Person or (ix) any other circumstance whatsoever that which might, but for the provisions of this clauseparagraph, constitute a legal or equitable discharge of any PLIC or of the GuarantorParent’s obligations as guarantor hereunder.

Guaranty Unconditional. This is a guaranty of payment and not of collection, and the The obligations of the Guarantor hereunder are MSC under this Article IX shall be continuing, unconditional and absolute except as specifically provided herein and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: : (ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Debtor with respect to any Guaranteed Obligation, by operation of law or otherwise; ; (iib) any modification or amendment of or supplement to any document evidencing any Obligation; Loan Document; (iiic) any modification, amendment, waiver, release, non-perfection nonperfection or invalidity of any direct or indirect security security, or of any Guarantee or other liability of any third party, for any Obligation or any release of any other guarantor of any Guaranteed Obligation; ; (ivd) any change in the corporate existence, structure or ownership of the DebtorBorrower or any other Loan Party, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Debtor Borrower or any other Loan Party or its assets or any resulting disallowance, release or discharge of all or any portion of any Guaranteed Obligation; ; (ve) the existence of any claim, set-off setoff or other right which any guarantors MSC may have at any time against the DebtorBorrower, the Agent, any Beneficiary Bank or any other corporation or personPerson, whether or not arising in connection herewith or any unrelated transactionwith the Loan Documents; provided, however, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; ; (vif) any invalidity or unenforceability relating to or against the Borrower or any other Loan Party for any reason of the whole or any provision of any ObligationLoan Document, or any provision of applicable law or regulation Applicable Law purporting to prohibit the payment or performance by the Debtor of any Obligation; (vii) any failure by Beneficiary (A) to file or enforce a claim against the Debtor or its estate (in a bankruptcy or other proceeding), (B) to give notice Borrower of the existence, creation or incurring by the Debtor of any new or additional indebtedness or obligation under or with respect to any Obligation, Guaranteed Obligations; or (C) to commence any action against the Debtor, (D) to disclose to the Guarantor any facts that the Beneficiary may now or hereafter know with regard to the Debtor, or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing any Obligation; (viiig) any other act or omission to act or delay of any kind by the DebtorBorrower, any other Loan Party, the BeneficiaryAgent, any Bank or any other person; Person or (ix) any other circumstance whatsoever that might, but for the provisions of this clauseSection 9.2, constitute a legal or equitable discharge of any the obligations of the Guarantor’s obligations hereunderMSC under this Article IX.

Guaranty Unconditional. This is a guaranty of payment and not of collection, and the The obligations of the Guarantor Company hereunder are shall be unconditional and absolute except as specifically provided herein and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: : (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Debtor with respect to any ObligationEligible Subsidiary under this Agreement or any Note, by operation of law or otherwise; ; (ii) any modification or amendment of or supplement to this Agreement or any document evidencing any Obligation; Note; (iii) any release, non-perfection or invalidity of any direct or indirect security for any Obligation obligation of any Eligible Subsidiary under this Agreement or any release of any other guarantor of any Obligation; Note; (iv) any change in the corporate existence, structure or ownership of the Debtorany Eligible Subsidiary, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Debtor any Eligible Subsidiary or its assets or any resulting disallowance, release or discharge of all any obligation of any Eligible Subsidiary contained in this Agreement or any portion of any Obligation; Note; (v) the existence of any claim, set-off or other right rights which any guarantors the Company may have at any time against any Eligible Subsidiary, the DebtorAgent, any Beneficiary Bank or any other corporation or personPerson, whether in connection herewith or with any unrelated transaction; providedtransactions, however, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; ; (vi) any invalidity or unenforceability relating to or against any Eligible Subsidiary for any reason of this Agreement or any ObligationNote, or any provision of applicable law or regulation purporting to prohibit the payment by any Eligible Subsidiary of the Debtor principal of or interest on any ObligationNote or any other amount payable by it under this Agreement; or 66 (vii) any failure by Beneficiary (A) to file or enforce a claim against the Debtor or its estate (in a bankruptcy or other proceeding), (B) to give notice of the existence, creation or incurring by the Debtor of any new or additional indebtedness or obligation under or with respect to any Obligation, (C) to commence any action against the Debtor, (D) to disclose to the Guarantor any facts that the Beneficiary may now or hereafter know with regard to the Debtor, or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing any Obligation; (viii) any other act or omission to act or delay of any kind by the Debtorany Eligible Subsidiary, the BeneficiaryAgent, the Issuing Bank, any Bank or any other person; Person or (ix) any other circumstance whatsoever that which might, but for the provisions of this clauseparagraph, constitute a legal or equitable discharge of any of the Guarantor’s Company's obligations hereunder.

Guaranty Unconditional. This is a guaranty of payment and not of collectionSubject to Section 11.3, and the obligations of the Guarantor hereunder are Guarantors under this Article XI shall be continuing, unconditional and absolute except as specifically provided herein and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: : (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Debtor with respect to any Guaranteed Obligation, by operation of law or otherwise; ; (ii) any modification or amendment of or supplement to any document evidencing any Obligation; Loan Document; (iii) any modification, amendment, waiver, release, non-perfection or invalidity of any direct or indirect security security, or of any Guaranty Obligation or other liability of any third party, for any Obligation or any release of any other guarantor of any Guaranteed Obligation; ; (iv) any change in the corporate existence, structure or ownership of the DebtorCompany or any other Guarantor (unless such Guarantor ceases to be a Wholly- Owned Subsidiary after giving effect to such change as described in Section 11.3), or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Debtor Company or any other Guarantor or its assets or any resulting disallowance, release or discharge of all or any portion of any Guaranteed Obligation; ; (v) the existence of any claim, set-off setoff or other right which any guarantors such Guarantor may have at any time against the DebtorCompany, the Agent, any Beneficiary Bank or any other corporation or personPerson, whether or not arising in connection herewith or any unrelated transaction; provided, however, that nothing herein shall prevent with the assertion of any such claim by separate suit or compulsory counterclaim; Loan Documents; (vi) any invalidity or unenforceability relating to or against the Company or any other Guarantor for any reason of the whole or any provision of any ObligationLoan Document, or any provision of applicable law or regulation purporting to prohibit the payment or performance by the Debtor Company of any Obligationthe Guaranteed Obligations; or (vii) any failure by Beneficiary (A) to file or enforce a claim against the Debtor or its estate (in a bankruptcy or other proceeding), (B) to give notice of the existence, creation or incurring by the Debtor of any new or additional indebtedness or obligation under or with respect to any Obligation, (C) to commence any action against the Debtor, (D) to disclose to the Guarantor any facts that the Beneficiary may now or hereafter know with regard to the Debtor, or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing any Obligation; (viii) any other act or omission to act or delay of any kind by the DebtorCompany, any other Guarantor, the BeneficiaryAgent, any Bank or any other person; Person or (ix) any other circumstance whatsoever that might, but for the provisions of this clauseSection 11.2, constitute a legal or equitable discharge of any the obligations of the Guarantor’s obligations hereundersuch Guarantor under this Article XI.

Guaranty Unconditional. This is a guaranty of payment and not of collection, and the The obligations of the each Guarantor hereunder are unconditional and absolute except as specifically provided herein and, without limiting the generality of the foregoing, shall will not be released, discharged or otherwise affected by: : (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Debtor with respect to Company under this Indenture or any ObligationNote, by operation of law or otherwise; ; (ii) any modification or amendment of or supplement to this Indenture or any document evidencing any Obligation; Note; (iii) any release, non-perfection or invalidity of any direct or indirect security for any Obligation or any release of any other guarantor of any Obligation; (iv) any change in the corporate existence, structure or ownership of the DebtorCompany, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Debtor Company or its assets or any resulting disallowance, release or discharge of all any obligation of the Company contained in this Indenture or any portion of any Obligation; Note; (viv) the existence of any claim, set-off set‑off or other right rights which any guarantors the Guarantor may have at any time against the DebtorCompany, any Beneficiary the Trustee or any other corporation or personPerson, whether in connection herewith with the Indenture or any unrelated transactiontransactions; provided, however, provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim; ; (viv) any invalidity or unenforceability relating to or against the Company for any reason of this Indenture or any ObligationNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Debtor of any Obligation; (vii) any failure by Beneficiary (A) to file or enforce a claim against the Debtor or its estate (in a bankruptcy or other proceeding), (B) to give notice Company of the existence, creation principal of or incurring interest on any Note or any other amount payable by the Debtor of any new or additional indebtedness or obligation Company under or with respect to any Obligation, the Indenture; or (C) to commence any action against the Debtor, (D) to disclose to the Guarantor any facts that the Beneficiary may now or hereafter know with regard to the Debtor, or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing any Obligation; (viiivi) any other act or omission to act or delay of any kind by the DebtorCompany, the Beneficiary, Trustee or any other person; Person or (ix) any other circumstance whatsoever that which might, but for the provisions of this clauseparagraph, constitute a legal or equitable discharge of any of the or defense to such Guarantor’s obligations hereunder.

Guaranty Unconditional. This is a guaranty of payment and not of collection, and the The obligations of the Guarantor hereunder are shall be unconditional and absolute except as specifically provided herein and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: : (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Debtor with respect to Borrower under this Agreement or any ObligationNote, by operation of law or otherwise; ; (ii) any modification or amendment of or supplement to this Agreement or any document evidencing any Obligation; Note; (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any Obligation obligation of the Borrower under this Agreement or any release of any other guarantor of any Obligation; Note; (iv) any change in the corporate existence, structure or ownership of the DebtorBorrower or the Guarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Debtor Borrower or its assets or any resulting disallowance, release or discharge of all any obligation of the Borrower contained in this Agreement or any portion of any Obligation; Note; (v) the existence of any claim, set-off or other right rights which any guarantors the Guarantor may have at any time against the DebtorBorrower, the Agent, any Beneficiary Bank or any other corporation or personPerson, whether in connection herewith or with any unrelated transaction; providedtransactions, however, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; ; (vi) any invalidity or unenforceability relating to or against the Borrower for any reason of this Agreement or any ObligationNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Debtor Borrower of the principal of or interest on any ObligationNote or any other amount payable by the Borrower under this Agreement; or (vii) any failure by Beneficiary (A) to file or enforce a claim against the Debtor or its estate (in a bankruptcy or other proceeding), (B) to give notice of the existence, creation or incurring by the Debtor of any new or additional indebtedness or obligation under or with respect to any Obligation, (C) to commence any action against the Debtor, (D) to disclose to the Guarantor any facts that the Beneficiary may now or hereafter know with regard to the Debtor, or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing any Obligation; (viii) any other act or omission to act or delay of any kind by the DebtorBorrower, the BeneficiaryAgent, any Bank or any other person; Person or (ix) any other circumstance whatsoever that which might, but for the provisions of this clauseparagraph, constitute a legal or equitable discharge of any of the Guarantor’s 's obligations hereunder.

Guaranty Unconditional. This is a guaranty of payment and not of collection, and the The obligations of the Guarantor Company hereunder are shall be unconditional and absolute except as specifically provided herein and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: : (ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Debtor with respect to any ObligationEligible Subsidiary under this Agreement or any Note, by operation of law or otherwise; ; (iib) any modification or amendment of or supplement to this Agreement or any document evidencing any Obligation; Note (iiiexcept to the extent affected by an express modification or amendment of or supplement to this Section); (c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any Obligation obligation of any Eligible Subsidiary under this Agreement or any release of any other guarantor of any Obligation; Note; (ivd) any change in the corporate existence, structure or ownership of the Debtorany Eligible Subsidiary, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Debtor any Eligible Subsidiary or its assets or any resulting disallowance, release or discharge of all any obligation of any Eligible Subsidiary contained in this Agreement or any portion of any Obligation; Note; (ve) the existence of any claim, set-off or other right rights which any guarantors the Company may have at any time against any Eligible Subsidiary, the DebtorAgent, any Beneficiary Bank or any other corporation or personPerson, whether in connection herewith or any unrelated transaction; providedtransactions, however, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; ; (vif) any invalidity or unenforceability relating to or against any Eligible Subsidiary for any reason of this Agreement or any ObligationNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Debtor of any Obligation; (vii) any failure by Beneficiary (A) to file or enforce a claim against the Debtor or its estate (in a bankruptcy or other proceeding), (B) to give notice Eligible Subsidiary of the existence, creation principal of or incurring interest on any Note or any other amount payable by the Debtor of any new or additional indebtedness or obligation it under or with respect to any Obligation, this Agreement; or (C) to commence any action against the Debtor, (D) to disclose to the Guarantor any facts that the Beneficiary may now or hereafter know with regard to the Debtor, or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing any Obligation; (viiig) any other act or omission to act or delay of any kind by the Debtorany Eligible Subsidiary, the BeneficiaryAgent, any Bank or any other person; Person or (ix) any other circumstance whatsoever that which might, but for the provisions of this clauseparagraph, constitute a legal or equitable discharge of any of the Guarantor’s Company's obligations hereunder.

Guaranty Unconditional. This is a guaranty of payment and not of collection, and the obligations The obligation of the Guarantor Company hereunder are shall be unconditional and absolute except as specifically provided herein and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: : (i) any extension, renewal, settlement, compromisecom-promise, waiver or release in respect of any obligation of the Debtor with respect to any ObligationEligible Subsidiary under this Agreement or any Note, by operation of law or otherwise; ; (ii) any modification or amendment of or supplement to this Agreement or any document evidencing any Obligation; Note; (iii) any release, non-perfection or invalidity of any direct or indirect security for any Obligation obligation of any Eligible Subsidiary under this Agreement or any release of any other guarantor of any Obligation; Note; (iv) any change in the corporate existence, structure or ownership of the Debtorany Eligible Subsidiary, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Debtor any Eligible Subsidiary or its assets or any resulting disallowance, release or discharge of all any obligation of any Eligible Subsidiary contained in this Agreement or any portion of any Obligation; Note; (v) the existence of any claim, set-off or other right rights which any guarantors the Company may have at any time against any Eligible Subsidiary, the DebtorAgent, any Beneficiary Bank or any other corporation or personPerson, whether in connection herewith or any unrelated transaction; providedtransactions, however, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; ; (vi) any invalidity or unenforceability relating to or against any Eligible Subsidiary for any reason of this Agreement or any ObligationNote, or any provision of applicable law or or-regulation purporting to prohibit the payment by any Eligible Subsidiary of the Debtor principal of or interest on any ObligationNote or any other amount payable by it under this Agreement; or (vii) any failure by Beneficiary (A) to file or enforce a claim against the Debtor or its estate (in a bankruptcy or other proceeding), (B) to give notice of the existence, creation or incurring by the Debtor of any new or additional indebtedness or obligation under or with respect to any Obligation, (C) to commence any action against the Debtor, (D) to disclose to the Guarantor any facts that the Beneficiary may now or hereafter know with regard to the Debtor, or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing any Obligation; (viii) any other act or omission to act or delay of any kind by the Debtorany Eligible Subsidiary, the BeneficiaryAgent, any Bank or any other person; Person or (ix) any other circumstance whatsoever that which might, but for the provisions of this clauseparagraph, constitute a legal or equitable discharge of any of the Guarantor’s Company's obligations hereunder.

Guaranty Unconditional. This is a guaranty of payment and not of collection, and the The obligations of the Guarantor hereunder are GUARANTOR under this Article 22 shall be unconditional and absolute except as specifically provided herein and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: : (ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Debtor with respect to any ObligationLICENSEE OBLIGATION, by operation of law or otherwise; provided, however, that the release by LICENSORS in writing of LICENSEE in respect of any LICENSEE OBLIGATION under this AGREEMENT shall also operate to release GUARANTOR from its obligations hereunder in respect of such LICENSEE OBLIGATION; (iib) any modification or amendment of or supplement to this AGREEMENT or any other document evidencing any Obligationreferred to herein; (iii) any releaseprovided, non-perfection or invalidity however, that the release by LICENSORS in writing of LICENSEE in respect of any direct or indirect security for any Obligation or any LICENSEE OBLIGATION under this AGREEMENT shall also operate to release GUARANTOR from its obligations hereunder in respect of any other guarantor of any Obligation; such LICENSEE OBLIGATION; (ivc) any change in the existence, structure or ownership of the DebtorLICENSEE, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Debtor LICENSEE or its assets or any resulting disallowance, release or discharge of all or any portion of any Obligation; LICENSEE OBLIGATION; (vd) the existence of any claim, set-off or other right rights which any guarantors GUARANTOR may have at any time against the DebtorLICENSEE, any Beneficiary LICENSOR or any other corporation corporation, entity or person, whether in connection herewith or any unrelated transaction; provided, however, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; ; (vie) any invalidity or unenforceability relating to or against LICENSEE for any reason of any Obligationthis AGREEMENT, or any provision of applicable law or regulation purporting to prohibit the payment by the Debtor LICENSEE of any Obligation; (vii) any failure PAYMENT OBLIGATION or the performance by Beneficiary (A) to file or enforce a claim against the Debtor or its estate (in a bankruptcy or other proceeding), (B) to give notice of the existence, creation or incurring by the Debtor LICENSEE of any new or additional indebtedness or obligation of its other LICENSEE OBLIGATIONS under or with respect to any Obligation, this AGREEMENT; or (C) to commence any action against the Debtor, (D) to disclose to the Guarantor any facts that the Beneficiary may now or hereafter know with regard to the Debtor, or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing any Obligation; (viiif) any other act or omission to act or delay of any kind by the DebtorLICENSEE, the Beneficiary, any LICENSOR or any other person; corporation, entity or (ix) person or any other circumstance whatsoever that which might, but for the provisions of this clauseparagraph, constitute a legal or equitable discharge of any of the GuarantorGUARANTOR’s obligations hereunder.

Guaranty Unconditional. This is a guaranty of payment and not of collection, and the The obligations of the Guarantor hereunder are Borrower under this Article XIV shall be irrevocable, unconditional and absolute except as specifically provided herein and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: : (ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Debtor with respect to any Obligation, Borrowing Subsidiary under any Loan Document by operation of law or otherwise; otherwise or the exchange, release or non-perfection of any collateral security therefor; (iib) any modification or amendment of or supplement to any document evidencing any Obligation; Loan Document; (iiic) any compromise, settlement, modification, amendment, waiver, release, non-perfection or invalidity of or to any direct or indirect security for any Obligation security, guarantee or any release other liability of any other guarantor of any Obligation; third party, or Borrowing Subsidiary Obligations; (ivd) any change in the corporate existence, structure structure, or ownership of the Debtorof, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Debtor any Borrowing Subsidiary or its assets or any resulting disallowance, release or discharge of all or any portion of any Obligation; Borrowing Subsidiary Obligations; (ve) the existence of any claim, set-off or other right rights which any guarantors the Borrower may have at any time against any Borrowing Subsidiary, the Debtor, any Beneficiary Bank or any other corporation or personPerson, whether or not arising in connection herewith or any unrelated transaction; providedwith this Agreement, however, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; ; (vif) any invalidity or unenforceability relating to or against any Borrowing Subsidiary for any reason of any ObligationLoan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Debtor of any Obligation; (vii) any failure by Beneficiary (A) to file or enforce a claim against the Debtor or its estate (in a bankruptcy or other proceeding), (B) to give notice Borrowing Subsidiary of the existence, creation principal of or incurring by the Debtor of interest on any new or additional indebtedness or obligation under or with respect to any Obligation, (C) to commence any action against the Debtor, (D) to disclose to the Guarantor any facts that the Beneficiary may now or hereafter know with regard to the Debtor, or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing any Obligation; (viii) any other act or omission to act or delay of any kind by the Debtor, the Beneficiary, Borrowing Subsidiary Note or any other personamount payable by it under this Agreement; or (ix) any other circumstance whatsoever that might, but for the provisions of this clause, constitute a legal or equitable discharge of any of the Guarantor’s obligations hereunder.or

Guaranty Unconditional. This is a guaranty of payment and not of collection, and the The obligations of the Guarantor hereunder are under this Article IX shall be irrevocable, unconditional and absolute except as specifically provided herein and, without limiting the generality of the foregoing, foregoing shall not be released, discharged or otherwise affected by: by the occurrence, one or more times, of any of the following: (ia) any extension, renewal, settlement, compromise, waiver or release in respect of to the Guaranteed Obligations under any obligation of the Debtor with respect to any Obligationagreement or instrument, by operation of law or otherwise; ; (iib) any modification or amendment of or supplement to this Agreement, any document other Loan Document, or any agreement or instrument evidencing any Obligation; or relating to the Guaranteed Obligations; (iiic) any release, non-perfection or invalidity of any direct or indirect security for the Guaranteed Obligations under any Obligation agreement or instrument evidencing or relating to any release of any other guarantor of any Obligation; the Guaranteed Obligations; (ivd) any change in the corporate existence, structure or ownership of any Obligor (other than the Debtor, Borrower) or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Obligor (other than the Debtor Borrower) or its assets or any resulting disallowance, release or discharge of all or any portion obligation of any Obligation; Obligor (vother than the Borrower) 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 right rights which any guarantors the Guarantor may have at any time against any Obligor (other than the DebtorBorrower), the Administrative Agent, any Beneficiary Lender, any Affiliate of any Lender or any other corporation or personPerson, whether in connection herewith or any unrelated transaction; provided, however, that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability of any Obligation, or any provision of applicable law or regulation purporting to prohibit the payment by the Debtor of any Obligation; (vii) any failure by Beneficiary (A) to file or enforce a claim against the Debtor or its estate (in a bankruptcy or other proceeding), (B) to give notice of the existence, creation or incurring by the Debtor of any new or additional indebtedness or obligation under or with respect to any Obligation, (C) to commence any action against the Debtor, (D) to disclose to the Guarantor any facts that the Beneficiary may now or hereafter know with regard to the Debtor, or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing any Obligation; (viii) any other act or omission to act or delay of any kind by the Debtor, the Beneficiary, or any other person; or (ix) any other circumstance whatsoever that might, but for the provisions of this clause, constitute a legal or equitable discharge of any of the Guarantor’s obligations hereunder.transactions;

Guaranty Unconditional. This is a guaranty of payment and not of collection, and the The obligations of the Guarantor hereunder are Subsidiary Guarantors under this Subsidiary Guaranty shall be joint and several, irrevocable, unconditional and absolute except as specifically provided herein and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: by (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Debtor with respect to Obligation under this Agreement or any Obligation, Loan Document by operation of law Law or otherwise; (ii) any modification or amendment of or supplement to this Agreement or any document evidencing any ObligationLoan Document; (iiiii) any modification, amendment, waiver, release, non-perfection or invalidity of any direct or indirect security for any Obligation security, or any release of any guarantee or other guarantor liability of any Obligationthird party, of the Guaranteed Obligations; (iviii) any change in the corporate existence, structure structure, or ownership of the Debtorof, or any insolvencyFinancial Impairment, bankruptcy, reorganization or other similar proceeding affecting the Debtor Borrower, any Subsidiary Guarantor or its assets or any resulting disallowance, release or discharge of all any of the Obligations of the Subsidiary Guarantors contained in this Agreement or any portion of any ObligationLoan Document; (viv) the existence of any claim, set-off or other right rights which any guarantors the Subsidiary Guarantor may have at any time against the DebtorAgent, any Beneficiary Lender or any other corporation or personPerson, whether or not arising in connection herewith with this Agreement or any unrelated transaction; providedLoan Document, however, that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (viv) any invalidity or unenforceability relating to or against the Borrower or its Subsidiary for any reason of this Agreement or any Obligation, Loan Document or any provision of applicable law or regulation Law purporting to prohibit the payment by the Debtor of Borrower under this Agreement or any ObligationLoan Document; or (vii) any failure by Beneficiary (Avi) to file or enforce a claim against the Debtor or its estate (in a bankruptcy or other proceeding)extent permitted by applicable Law, (B) to give notice of the existence, creation or incurring by the Debtor of any new or additional indebtedness or obligation under or with respect to any Obligation, (C) to commence any action against the Debtor, (D) to disclose to the Guarantor any facts that the Beneficiary may now or hereafter know with regard to the Debtor, or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing any Obligation; (viii) any other act or omission to act or delay of any kind by the DebtorSubsidiary Guarantor, the BeneficiaryAgent, any Lender or any other person; Person or (ix) any other circumstance whatsoever that might, but for the provisions of this clauseparagraph, constitute a legal or equitable discharge of any of the Guarantor’s obligations hereunderGuaranteed Obligations.

Guaranty Unconditional. This is a guaranty of payment and not of collection, and the The obligations of the Guarantor hereunder are unconditional under this Guaranty shall be unconditional, absolute and absolute except as specifically provided herein irrevocable and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: : (ia) any extension, renewal, settlement, compromise, waiver or release (including with respect to any Collateral) in respect of any obligation of any other obligor under any of the Debtor with respect to any ObligationCredit Documents, by operation of law or otherwise; ; (iib) any modification or amendment of or supplement to any document evidencing any Obligation; of the Credit Documents; (iiic) any release, non-perfection or invalidity of any direct or indirect security for any Obligation or any release obligation of any other guarantor obligor under any of any Obligation; the Credit Documents; (ivd) any change in the corporate existence, structure or ownership of the Debtorany obligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Debtor any other obligor or its assets or any resulting disallowance, release or discharge of all or any portion obligation of any Obligation; other obligor contained in any of the Credit Documents; (ve) the existence of any claim, set-off or other right rights which any guarantors obligor may have at any time against any other obligor, the DebtorAdministrative Agent, the L/C Administrator, any Beneficiary Fronting Bank, any Lender or any other corporation or person, whether in connection herewith with any of the Credit Documents or any unrelated transaction; providedtransactions, however, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; ; (vif) any invalidity or unenforceability relating to or against any other obligor for any reason of any Obligationof the Credit Documents, or any provision of applicable law or regulation purporting to prohibit the payment by any other obligor of principal, interest or any other amount payable under any of the Debtor Credit Documents; (g) any law, regulation or order of any Obligation; (vii) jurisdiction, or any failure by Beneficiary (A) to file or enforce a claim against the Debtor or its estate (in a bankruptcy or other proceeding)event, (B) to give notice affecting any term of any obligation of the existence, creation or incurring by the Debtor of any new or additional indebtedness or obligation under or Guaranteed Parties’ rights with respect to any Obligation, thereto; or (C) to commence any action against the Debtor, (D) to disclose to the Guarantor any facts that the Beneficiary may now or hereafter know with regard to the Debtor, or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing any Obligation; (viiih) any other act or omission to act or delay of any kind by the Debtorany obligor, the BeneficiaryAdministrative Agent, the L/C Administrator, any Fronting Bank, any Lender or any other person; corporation or (ix) person or any other circumstance whatsoever that (other than the defense of payment or performance) which might, but for the provisions of this clauseparagraph, constitute a legal or equitable discharge of any of or defense to the Guarantor’s obligations hereunderunder this Guaranty.

Guaranty Unconditional. This is a guaranty of payment and not of collection, and the The obligations of the each Guarantor hereunder are unconditional and absolute except as specifically provided herein and, without limiting the generality of the foregoing, shall will not be released, discharged or otherwise affected by: (i1) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Debtor with respect to Issuers under this Indenture or any ObligationNote, by operation of law or otherwise; ; (ii2) any modification or amendment of or supplement to any document evidencing any Obligation; (iii) any release, non-perfection or invalidity of any direct or indirect security for any Obligation this Indenture or any release of any other guarantor of any Obligation; Note; (iv3) any change in the corporate existence, structure or ownership of the DebtorIssuers, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Debtor Issuers or its their assets or any resulting disallowance, release or discharge of all any obligation of the Issuers contained in this Indenture or any portion of any Obligation; Note; (v4) the existence of any claim, set-off or other right rights which any guarantors the Guarantor may have at any time against the DebtorIssuers, any Beneficiary the Trustee or any other corporation or personPerson, whether in connection herewith with this Indenture or any unrelated transaction; providedtransactions, however, provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim; ; (vi5) any invalidity or unenforceability relating to or against the Issuers for any reason of this Indenture or any ObligationNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Debtor of any Obligation; (vii) any failure by Beneficiary (A) to file or enforce a claim against the Debtor or its estate (in a bankruptcy or other proceeding), (B) to give notice Issuers of the existence, creation principal of or incurring interest on any Note or any other amount payable by the Debtor of any new or additional indebtedness or obligation Issuers under or with respect to any Obligation, this Indenture; or (C) to commence any action against the Debtor, (D) to disclose to the Guarantor any facts that the Beneficiary may now or hereafter know with regard to the Debtor, or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing any Obligation; (viii6) any other act or omission to act or delay of any kind by the DebtorIssuers, the Beneficiary, Trustee or any other person; Person or (ix) any other circumstance whatsoever that which might, but for the provisions of this clauseSection 10.02, constitute a legal or equitable discharge of any of the or defense to such Guarantor’s obligations hereunder.

Guaranty Unconditional. This is a guaranty of payment and not of collection, and the The obligations of the each Guarantor hereunder are under this Article 5 shall be continuing, unconditional and absolute except as specifically provided herein and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: : (ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation Obligation of the Debtor with respect to Borrower under this Agreement or any Obligationother Loan Document, by operation of law or otherwise; ; (iib) any modification or amendment or supplement to this Agreement or any document evidencing any Obligation; other Loan Document; (iiic) any modification, amendment, waiver, release, non-perfection or invalidity of any direct or indirect security security, or of any guaranty or other liability of any third party, for any Obligation of the Borrower under this Agreement or any release of any other guarantor of any Obligation; Loan Document; (ivd) any change in the existence, structure or ownership of the DebtorBorrower or any Guarantor, or any insolvency, bankruptcy, reorganization or other similar case or proceeding affecting the Debtor Borrower or its assets any Guarantor or any of their respective assets, or any resulting disallowance, release or discharge of all any Obligation of the Borrower under this Agreement or any portion of any Obligation; other Loan Document; (ve) the existence of any claim, set-off or other right which that any guarantors may have Guarantor at any time may have against the DebtorBorrower, the Administrative Agent, the Issuing Bank, any Beneficiary Lender or any other corporation or personPerson, regardless of whether arising in connection herewith with this Agreement or any unrelated transaction; provided, however, that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; other Loan Document; (vif) any invalidity or unenforceability relating to or against the Borrower for any reason of the whole or any Obligationprovision of this Agreement or any other Loan Document, or any provision of applicable law or regulation Applicable Bankruptcy Law purporting to prohibit the payment by the Debtor of any Obligation; (vii) any failure by Beneficiary (A) to file or enforce a claim against the Debtor or its estate (in a bankruptcy or other proceeding), (B) to give notice of the existence, creation or incurring by the Debtor of any new or additional indebtedness or obligation under or with respect to any Obligation, (C) to commence any action against the Debtor, (D) to disclose to the Guarantor any facts that the Beneficiary may now or hereafter know with regard to the Debtor, or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing any Obligation; (viii) any other act or omission to act or delay of any kind by the Debtor, the Beneficiary, or any other person; or (ix) any other circumstance whatsoever that might, but for the provisions of this clause, constitute a legal or equitable discharge of any of the Guarantor’s obligations hereunder.to

Guaranty Unconditional. This is a guaranty of payment and not of collection, and the The obligations of the each Guarantor hereunder are unconditional and absolute except as specifically provided herein and, without limiting the generality of the foregoing, shall will not be released, discharged or otherwise affected by: : (i1) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Debtor with respect to Company under this Indenture, any ObligationSecurity Document or any Note, by operation of law or otherwise; ; (ii2) any modification or amendment of or supplement to this Indenture, any document evidencing any Obligation; (iii) any release, non-perfection or invalidity of any direct or indirect security for any Obligation Security Document or any release of any other guarantor of any Obligation; Note; (iv3) any change in the corporate existence, structure or ownership of the DebtorCompany, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Debtor Company or its assets or any resulting disallowance, release or discharge of all any obligation of the Company contained in this Indenture, any Security Document or any portion of any Obligation; Note; (v4) the existence of any claim, set-off or other right rights which any guarantors the Guarantor may have at any time against the DebtorCompany, any Beneficiary the Trustee or any other corporation or personPerson, whether in connection herewith with this Indenture or any unrelated transaction; providedtransactions, however, provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim; ; (vi5) any invalidity or unenforceability relating to or against the Company for any reason of this Indenture, any ObligationSecurity Document or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Debtor of any Obligation; (vii) any failure by Beneficiary (A) to file or enforce a claim against the Debtor or its estate (in a bankruptcy or other proceeding), (B) to give notice Company of the existence, creation principal of or incurring interest on any Note or any other amount payable by the Debtor of any new or additional indebtedness or obligation Company under or with respect to any Obligation, this Indenture; or (C) to commence any action against the Debtor, (D) to disclose to the Guarantor any facts that the Beneficiary may now or hereafter know with regard to the Debtor, or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing any Obligation; (viii6) any other act or omission to act or delay of any kind by the DebtorCompany, the Beneficiary, Trustee or any other person; Person or (ix) any other circumstance whatsoever that which might, but for the provisions of this clauseparagraph, constitute a legal or equitable discharge of any of the or defense to such Guarantor’s obligations hereunderhereunder other than indefeasible payment in full of the obligations.

Guaranty Unconditional. This is a guaranty of payment and not of collectionTo the extent permitted by applicable law, and the obligations of the Parent Guarantor hereunder under this Section I(e) are unconditional and absolute except as specifically provided herein and, without limiting the generality of the foregoing, shall will not be released, discharged or otherwise affected by: : (i1) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Debtor with respect to Company under the Indenture or any ObligationNote, by operation of law or otherwise; ; (ii2) any modification or amendment of or supplement to any document evidencing any Obligation; (iii) any release, non-perfection or invalidity of any direct or indirect security for any Obligation the Indenture or any release of any other guarantor of any Obligation; Note; (iv3) any change in the corporate existence, structure or ownership of the DebtorCompany, or any insolvency, bankruptcy, reorganization reorganization, plan of arrangement or other similar proceeding affecting the Debtor Company or its assets or any resulting disallowance, release or discharge of all any obligation of the Company contained in the Indenture or any portion of any Obligation; Note; (v4) the existence of any claim, set-off or other right rights which any guarantors of the Parent Guarantor may have at any time against the DebtorCompany, any Beneficiary the Trustee or any other corporation or person, whether in connection herewith with the Indenture or any unrelated transaction; transactions, provided, however, that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim; ; (vi5) any invalidity or unenforceability relating to or against the Company for any reason of the Indenture or any ObligationNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Debtor of any Obligation; (vii) any failure by Beneficiary (A) to file or enforce a claim against the Debtor or its estate (in a bankruptcy or other proceeding), (B) to give notice Company of the existence, creation principal of or incurring interest on any Note or any other amount payable by the Debtor of any new or additional indebtedness or obligation Company under or with respect to any Obligation, the Indenture; (C) to commence any action against the Debtor, (D) to disclose to the Guarantor any facts that the Beneficiary may now or hereafter know with regard to the Debtor, or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing any Obligation; (viii6) any other act or omission to act or delay of any kind by the DebtorCompany, the Beneficiary, Trustee or any other person; person or (ix) any other circumstance whatsoever that which might, but for the provisions of this clauseparagraph, constitute a legal or equitable discharge of or defense to any of the Parent Guarantor’s obligations hereunderunder this Section I(e); or (7) any defenses (other than full and unconditional payment) or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Section I(e) or the Indenture.

Guaranty Unconditional. This is a guaranty of payment and not of collection, and the The obligations of the each Guarantor hereunder are unconditional and absolute except as specifically provided herein and, without limiting the generality of the foregoing, shall will not be released, discharged or otherwise affected by: (i1) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Debtor with respect to Issuers under this Indenture or any ObligationNote, by operation of law or otherwise; ; (ii2) any modification or amendment of or supplement to any document evidencing any Obligation; (iii) any release, non-perfection or invalidity of any direct or indirect security for any Obligation this Indenture or any release of any other guarantor of any Obligation; Note; (iv3) any change in the corporate existence, structure or ownership of the DebtorIssuers, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Debtor Issuers or its their assets or any resulting disallowance, release or discharge of all any obligation of the Issuers contained in this Indenture or any portion of any Obligation; Note; (v4) the existence of any claim, set-off or other right rights which any guarantors the Guarantor may have at any time against the DebtorIssuers, any Beneficiary the Trustee, the Securities Administrator or any other corporation or personPerson, whether in connection herewith with this Indenture or any unrelated transaction; providedtransactions, however, provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim; ; (vi5) any invalidity or unenforceability relating to or against the Issuers for any reason of this Indenture or any ObligationNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Debtor of any Obligation; (vii) any failure by Beneficiary (A) to file or enforce a claim against the Debtor or its estate (in a bankruptcy or other proceeding), (B) to give notice Issuers of the existence, creation principal of or incurring interest on any Note or any other amount payable by the Debtor of any new or additional indebtedness or obligation Issuers under or with respect to any Obligation, this Indenture; or (C) to commence any action against the Debtor, (D) to disclose to the Guarantor any facts that the Beneficiary may now or hereafter know with regard to the Debtor, or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing any Obligation; (viii6) any other act or omission to act or delay of any kind by the DebtorIssuers, the Beneficiary, Trustee or any other person; Person or (ix) any other circumstance whatsoever that which might, but for the provisions of this clauseparagraph, constitute a legal or equitable discharge of any of the or defense to such Guarantor’s obligations hereunder.

Guaranty Unconditional. This is a guaranty of payment and not of collection, and the The obligations of the each Guarantor hereunder are unconditional and absolute except as specifically provided herein and, without limiting the generality of the foregoing, shall will not be released, discharged or otherwise affected by: : (ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Debtor with respect to Issuer under the Indenture or any ObligationNote, by operation of law or otherwise; ; (iib) any modification or amendment of or supplement to any document evidencing any Obligation; (iii) any release, non-perfection or invalidity of any direct or indirect security for any Obligation the Indenture or any release of any other guarantor of any Obligation; Note; (ivc) any change in the corporate existence, structure or ownership of the DebtorIssuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Debtor Issuer or its assets or any resulting disallowance, release or discharge of all any obligation of the Issuer contained in the Indenture or any portion of any Obligation; Note; (vd) the existence of any claim, set-off or other right rights which any guarantors the Guarantor may have at any time against the DebtorIssuer, any Beneficiary the Trustee or any other corporation or personPerson, whether in connection herewith with the Indenture or any unrelated transaction; providedtransactions, however, provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim; ; (vie) any invalidity or unenforceability relating to or against the Issuer for any reason of the Indenture or any ObligationNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Debtor of any Obligation; (vii) any failure by Beneficiary (A) to file or enforce a claim against the Debtor or its estate (in a bankruptcy or other proceeding), (B) to give notice Issuer of the existence, creation principal of or incurring interest on any Note or any other amount payable by the Debtor of any new or additional indebtedness or obligation Issuer under or with respect to any Obligation, the Indenture; or (C) to commence any action against the Debtor, (D) to disclose to the Guarantor any facts that the Beneficiary may now or hereafter know with regard to the Debtor, or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing any Obligation; (viiif) any other act or omission to act or delay of any kind by the DebtorIssuer, the Beneficiary, Trustee or any other person; Person or (ix) any other circumstance whatsoever that which might, but for the provisions of this clauseSection, constitute a legal or equitable discharge of any of the or defense to such Guarantor’s obligations hereunder.