Common use of Guaranty Unconditional Clause in Contracts

Guaranty Unconditional. The obligations of the Company hereunder shall be unconditional, irrevocable and absolute 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 Borrower 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 Note; (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under this Agreement or any Note; (iv) any change in the corporate existence, structure or ownership of the Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or its assets or any resulting release or discharge of any obligation of the Borrower contained in this Agreement or any Note; (v) the existence of any claim, set-off or other rights which the Company may have at any time against the Borrower, the Agent, any Bank or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability relating to or against the Borrower for any reason of this Agreement or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower of the principal of or interest on any Note or any other amount payable by it under this Agreement; or (vii) any other act or omission to act or delay of any kind by the Borrower, the Agent, any Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Company's obligations hereunder.

Guaranty Unconditional. The obligations of the Company Guarantor hereunder shall be unconditional, irrevocable are unconditional and absolute and, without limiting the generality of the foregoing, shall will not be released, discharged or otherwise affected by: (i) 12.2.1 any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower Company under this Agreement the Indenture or any NoteSecurity, by operation of law or otherwise; (ii) 12.2.2 any modification or amendment of or supplement to this Agreement the Indenture or any NoteSecurity; (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under this Agreement or any Note; (iv) 12.2.3 any change in the corporate existence, structure or ownership of the BorrowerCompany, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Company or its assets or any resulting release or discharge of any obligation of the Borrower Company contained in this Agreement the Indenture or any NoteSecurity; (v) 12.2.4 the existence of any claim, set-off or other rights which the Company Guarantor may have at any time against the BorrowerCompany, the Agent, any Bank Trustee or any other Person, whether in connection herewith with the Indenture or any unrelated transactions, provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim; (vi) 12.2.5 any invalidity or unenforceability relating to or against the Borrower Company for any reason of this Agreement the Indenture or any NoteSecurity, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower Company of the principal of or interest on any Note Security or any other amount payable by it the Company under this Agreementthe Indenture; or (vii) 12.2.6 any other act or omission to act or delay of any kind by the BorrowerCompany, the Agent, any Bank Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Company's or defense to such Guarantor’s obligations hereunder.

Guaranty Unconditional. The obligations of the Company each Guarantor hereunder shall be unconditional, irrevocable are unconditional and absolute 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 Borrower Company under this Agreement Indenture or any Note, by operation of law or otherwise; (ii) any modification or amendment of or supplement to this Agreement Indenture or any Note; (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under this Agreement or any Note; (iv) any change in the corporate existence, structure or ownership of the BorrowerCompany, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Company or its assets or any resulting release or discharge of any obligation of the Borrower Company contained in this Agreement Indenture or any Note; (viv) the existence of any claim, set-off or other rights which the Company Guarantor may have at any time against the BorrowerCompany, the Agent, any Bank Trustee or any other Person, whether in connection herewith with the Indenture or any unrelated transactions, ; 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 Borrower Company for any reason of this Agreement Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower Company of the principal of or interest on any Note or any other amount payable by it the Company under this Agreementthe Indenture; or (viivi) any other act or omission to act or delay of any kind by the BorrowerCompany, the Agent, any Bank Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Company's or defense to such Guarantor’s obligations hereunder.

Guaranty Unconditional. The obligations of the Company each Guarantor hereunder shall be unconditional, irrevocable are unconditional and absolute 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 Borrower Company under this Agreement the Indenture or any Note, by operation of law or otherwise; (ii2) any modification or amendment of or supplement to this Agreement the Indenture or any Note; (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under this Agreement or any Note; (iv3) any change in the corporate existence, structure or ownership of the BorrowerCompany, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Company or its assets or any resulting release or discharge of any obligation of the Borrower Company contained in this Agreement the Indenture or any Note; (v4) the existence of any claim, set-off or other rights which the Company Guarantor may have at any time against the BorrowerCompany, the Agent, any Bank Trustee or any other Person, whether in connection herewith with the Indenture or any unrelated transactions, 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 Borrower Company for any reason of this Agreement the Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower Company of the principal of or interest on any Note or any other amount payable by it the Company under this Agreementthe Indenture; or (vii6) any other act or omission to act or delay of any kind by the BorrowerCompany, the Agent, any Bank Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Company's or defense to such Guarantor’s obligations hereunder.

Guaranty Unconditional. The obligations of the Company each Guarantor hereunder shall be unconditional, irrevocable are unconditional and absolute and, without limiting the generality of the foregoing, shall will not be released, discharged or otherwise affected (except in accordance with Section 10.09) by: (i1) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower Company under this Agreement the Indenture or any Note, by operation of law or otherwise; (ii2) any modification or amendment of or supplement to this Agreement the Indenture or any Note; (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under this Agreement or any Note; (iv3) any change in the corporate existence, structure or ownership of the BorrowerCompany, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Company or its assets or any resulting release or discharge of any obligation of the Borrower Company contained in this Agreement the Indenture or any Note; (v4) the existence of any claim, set-off or other rights which the Company Guarantor may have at any time against the BorrowerCompany, the Agent, any Bank Trustee or any other Person, whether in connection herewith with the Indenture or any unrelated transactions, 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 Borrower Company for any reason of this Agreement the Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower Company of the principal of or interest on any Note or any other amount payable by it the Company under this Agreementthe Indenture; or (vii6) any other act or omission to act or delay of any kind by the BorrowerCompany, the Agent, any Bank Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Company's or defense to such Guarantor’s obligations hereunder.

Guaranty Unconditional. The obligations of the Company each Guarantor hereunder shall be unconditional, irrevocable are unconditional and absolute 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 Borrower Company under this Agreement Indenture or any Note, by operation of law or otherwise; (iib) any modification or amendment of or supplement to this Agreement Indenture or any Note; (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under this Agreement or any Note; (ivc) any change in the corporate existence, structure or ownership of the BorrowerCompany, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Company or its assets or any resulting release or discharge of any obligation of the Borrower Company contained in this Agreement Indenture or any Note; (vd) the existence of any claim, set-off or other rights which the Company Guarantor may have at any time against the BorrowerCompany, the Agent, any Bank Trustee or any other Person, whether in connection herewith with this Indenture or any unrelated transactions, 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 Borrower Company for any reason of this Agreement Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower Company of the principal of or interest on any Note or any other amount payable by it the Company under this AgreementIndenture; or (viif) any other act or omission to act or delay of any kind by the BorrowerCompany, the Agent, any Bank Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Company's or defense to such Guarantor’s obligations hereunder.

Guaranty Unconditional. The obligations of the Company each Guarantor hereunder shall be unconditional, irrevocable are unconditional and absolute 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 Borrower Company under this Agreement the Indenture or any Note, by operation of law or otherwise; (ii2) any modification or amendment of or supplement to this Agreement the Indenture or any Note; (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under this Agreement or any Note; (iv3) any change in the corporate existence, structure or ownership of the BorrowerCompany, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Company or its assets or any resulting release or discharge of any obligation of the Borrower Company contained in this Agreement the Indenture or any Note; (v4) the existence of any claim, set-off or other rights which the Company Guarantor may have at any time against the BorrowerCompany, the Agent, any Bank Trustee or any other Person, whether in connection herewith with the Indenture or any unrelated transactions, 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 Borrower Company for any reason of this Agreement the Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower Company of the principal of or interest on any Note or any other amount payable by it the Company under this Agreementthe Indenture; or (vii6) any other act or omission to act or delay of any kind by the BorrowerCompany, the Agent, any Bank Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Companyor defense to such Guarantor's obligations hereunder.

Guaranty Unconditional. The obligations of the Company each Guarantor hereunder shall be unconditional, irrevocable are unconditional and absolute 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 Borrower Company under this Agreement the Indenture or any Note, by operation of law or otherwise; (ii2) any modification or amendment of or supplement to this Agreement the Indenture or any Note; (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under this Agreement or any Note; (iv3) any change in the corporate existence, structure or ownership of the BorrowerCompany, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Company or its assets or any resulting release or discharge of any obligation of the Borrower Company contained in this Agreement the Indenture or any Note; (v4) the existence of any claim, set-off or other rights which the Company Guarantor may have at any time against the BorrowerCompany, the Agent, any Bank Trustee or any other Person, whether in connection herewith with the Indenture or any unrelated transactions, 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 Borrower Company for any reason of this Agreement the Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower Company of the principal of or interest on any Note or any other amount payable by it the Company under this Agreementthe Indenture; or (vii6) any other act or omission to act or delay of any kind by the BorrowerCompany, the Agent, any Bank Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraphSection, constitute a legal or equitable discharge of the Company's or defense to such Guarantor’s obligations hereunder.

Guaranty Unconditional. The obligations of the Company each Guarantor hereunder shall be unconditional, irrevocable are unconditional and absolute 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 Borrower Company under this Agreement Indenture or any Note, by operation of law or otherwise; (ii2) any modification or amendment of or supplement to this Agreement Indenture or any Note; (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under this Agreement or any Note; (iv3) any change in the corporate existence, structure or ownership of the BorrowerCompany, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Company or its assets or any resulting release or discharge of any obligation of the Borrower Company contained in this Agreement Indenture or any Note; (v4) the existence of any claim, set-off or other rights which the Company Guarantor may have at any time against the BorrowerCompany, the Agent, any Bank Trustee or any other Person, whether in connection herewith with this Indenture or any unrelated transactions, ; 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 Borrower Company for any reason of this Agreement Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower Company of the principal of or interest on any Note or any other amount payable by it the Company under this AgreementIndenture; or (vii6) any other act or omission to act or delay of any kind by the BorrowerCompany, the Agent, any Bank Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraphSection 10.02, constitute a legal or equitable discharge of the Company's or defense to such Guarantor’s obligations hereunder.

Guaranty Unconditional. The obligations of the Company each Guarantor hereunder shall be unconditional, irrevocable are unconditional and absolute 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 Borrower Company under this Agreement Indenture or any Note, by operation of law or otherwise; (ii2) any modification or amendment of or supplement to this Agreement Indenture or any Note; (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under this Agreement or any Note; (iv3) any change in the corporate existence, structure or ownership of the BorrowerCompany, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Company or its assets or any resulting release or discharge of any obligation of the Borrower Company contained in this Agreement Indenture or any Note; (v4) the existence of any claim, set-off or other rights which the Company Guarantor may have at any time against the BorrowerCompany, the Agent, any Bank Trustee or any other Person, whether in connection herewith with this Indenture or any unrelated transactions, 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 Borrower Company for any reason of this Agreement Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower Company of the principal of or interest on any Note or any other amount payable by it the Company under this AgreementIndenture; or (vii6) any other act or omission to act or delay of any kind by the BorrowerCompany, the Agent, any Bank Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Company's or defense to such Guarantor’s obligations hereunder.

Guaranty Unconditional. The obligations of the Company each Guarantor hereunder shall be unconditional, irrevocable are unconditional and absolute 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 Borrower Company under this Agreement the Indenture or any Note, by operation of law or otherwise; (iib) any modification or amendment of or supplement to this Agreement the Indenture or any Note; (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under this Agreement or any Note; (ivc) any change in the corporate existence, structure or ownership of the BorrowerCompany, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Company or its assets or any resulting release or discharge of any obligation of the Borrower Company contained in this Agreement the Indenture or any Note; (vd) the existence of any claim, set-off or other rights which the Company Guarantor may have at any time against the BorrowerCompany, the Agent, any Bank Trustee or any other Person, whether in connection herewith with the Indenture or any unrelated transactions, 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 Borrower Company for any reason of this Agreement the Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower Company of the principal of or interest on any Note or any other amount payable by it the Company under this Agreementthe Indenture; or (viif) any other act or omission to act or delay of any kind by the BorrowerCompany, the Agent, any Bank Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraphSection, constitute a legal or equitable discharge of the Company's or defense to such Guarantor’s obligations hereunder.

Guaranty Unconditional. The obligations of the Company each Guarantor hereunder shall be unconditional, irrevocable are unconditional and absolute 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 Borrower Company under this Agreement Indenture or any Note, by operation of law or otherwise; (ii2) any modification or amendment of or supplement to this Agreement Indenture or any Note; (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under this Agreement or any Note; (iv3) any change in the corporate existence, structure or ownership of the BorrowerCompany, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Company or its assets or any resulting release or discharge of any obligation of the Borrower Company contained in this Agreement Indenture or any Note; (v4) the existence of any claim, set-off or other rights which the Company Guarantor may have at any time against the BorrowerCompany, the Agent, any Bank Trustee or any other Person, whether in connection herewith with this Indenture or any unrelated transactions, 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 Borrower Company for any reason of this Agreement Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower Company of the principal of or interest on any Note or any other amount payable by it the Company under this AgreementIndenture; or (vii6) any other act or omission to act or delay of any kind by the BorrowerCompany, the Agent, any Bank Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Company's or defense to such Guarantor’s obligations hereunder, other than payment in full of the principal of, premium, if any, and interest on the Notes and all other amounts payable by the Company under this Indenture.

Guaranty Unconditional. The Subject to Section 9.05, the joint and several obligations of the Company each Guarantor hereunder shall be unconditional, irrevocable unconditional and absolute and, without limiting the generality of the foregoing, each Guarantor 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 any other Borrower under this Agreement or any NoteFinancing Document, by operation of law or otherwise; (ii) any modification or amendment of or supplement to this Agreement or any NoteFinancing Document; (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the any other Borrower under this Agreement or any NoteFinancing Document; (iv) any change in the corporate existence, structure or ownership of the Borrower, any other Borrower or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the any other Borrower or its assets or any resulting release or discharge of any obligation of the any other Borrower contained in this Agreement or any NoteFinancing Document; (v) the existence of any claim, defense, set-off or other rights which the Company such Guarantor may have at any time against the any other Borrower, the any Agent, any Bank or any other Person, whether in connection herewith or any unrelated transactions, ; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability relating to or against the Borrower for any reason of this Agreement or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower of the principal of or interest on any Note or any other amount payable by it under this Agreement; or (viivi) any other act or omission to act or delay of any kind by the any other Borrower, the any Agent, any Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Companysuch Guarantor's obligations hereunder.

Guaranty Unconditional. The obligations of the Company hereunder Parent under this Article XII shall be unconditionalcontinuing, irrevocable unconditional and absolute 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 Borrower under this Agreement or any NoteGuaranteed Obligation, by operation of law or otherwise; (iib) any modification or amendment of or supplement to this Agreement or any NoteLoan Document; (iiic) any modification, amendment, waiver, release, impairment, 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 Note;Guaranteed Obligation; -120- 131 (ivd) any change in the corporate existence, structure or ownership of the BorrowerCompany or any Subsidiary, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Company or any Subsidiary or its assets or any resulting release or discharge of any obligation of the Borrower contained in this Agreement or any NoteGuaranteed Obligation; (ve) the existence of any claim, set-off setoff or other rights right which the Company Parent may have at any time against the BorrowerCompany, the Administrative Agent, any Bank Lender or any other Person, whether or not arising in connection herewith or any unrelated transactions, provided that nothing herein shall prevent with the assertion of any such claim by separate suit or compulsory counterclaimLoan Documents; (vif) any invalidity or unenforceability relating to or against the Borrower Company or any Subsidiary for any reason of this Agreement the whole or any Noteprovision of any Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment or performance by the Borrower Company of the principal of or interest on any Note or any other amount payable by it under this AgreementGuaranteed Obligations; or (viig) any other act or omission of any kind to act or delay of any kind by the BorrowerCompany, any Subsidiary, the Administrative Agent, any Bank Lender or any other Person or any other circumstance whatsoever which that might, but for the provisions of this paragraphSection 12.2, constitute a legal or equitable discharge of the Company's obligations hereunderof Parent under this Article XII.

Guaranty Unconditional. The obligations of the Company each Guarantor hereunder shall be unconditional, irrevocable are unconditional and absolute 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 Borrower Company under this Agreement the Indenture or any Note, by operation of law or otherwise; (ii2) any modification or amendment of or supplement to this Agreement the Indenture or any Note; (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under this Agreement or any Note; (iv3) any change in the corporate existence, structure or ownership of the BorrowerCompany, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Company or its assets or any resulting release or discharge of any obligation of the Borrower Company contained in this Agreement the Indenture or any Note; (v4) the existence of any claim, set-off set‑off or other rights which the Company Guarantor may have at any time against the BorrowerCompany, the Agent, any Bank Trustee or any other Person, whether in connection herewith with the Indenture or any unrelated transactions, 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 Borrower Company for any reason of this Agreement the Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower Company of the principal of or interest on any Note or any other amount payable by it the Company under this Agreementthe Indenture; or (vii6) any other act or omission to act or delay of any kind by the BorrowerCompany, the Agent, any Bank Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraphSection, constitute a legal or equitable discharge of the Company's or defense to such Guarantor’s obligations hereunder.

Guaranty Unconditional. The obligations of the Company each Guarantor hereunder shall be unconditional, irrevocable are unconditional and absolute 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 Borrower Company under this Agreement the Indenture or any Note, by operation of law or otherwise; (ii2) any modification or amendment of or supplement to this Agreement the Indenture or any Note; (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under this Agreement or any Note; (iv3) any change in the corporate existence, structure or ownership of the BorrowerCompany, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Company or its assets or any resulting release or discharge of any obligation of the Borrower Company contained in this Agreement the Indenture or any Note; (v4) the existence of any claim, set-off set‑off or other rights which the Company Guarantor may have at any time against the BorrowerCompany, the Agent, any Bank Trustee or any other Person, whether in connection herewith with the Indenture or any unrelated transactions, 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 Borrower Company for any reason of this Agreement the Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower Company of the principal of or interest on any Note or any other amount payable by it the Company under this Agreementthe Indenture; or (vii6) any other act or omission to act or delay of any kind by the BorrowerCompany, the Agent, any Bank Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Companyor defense to such Guarantor's obligations hereunder.

Guaranty Unconditional. The obligations of the Company each Guarantor hereunder shall be unconditional, irrevocable are unconditional and absolute and, without limiting the generality of the foregoing, shall to the fullest extent permitted by applicable law, 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 Borrower Company under this Agreement the Indenture or any Note, by operation of law or otherwise; (ii2) any modification or amendment of or supplement to this Agreement the Indenture or any Note; (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under this Agreement or any Note; (iv3) any change in the corporate existence, structure or ownership of the BorrowerCompany, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Company or its assets or any resulting release or discharge of any obligation of the Borrower Company contained in this Agreement the Indenture or any Note; (v4) the existence of any claim, set-off or other rights which the Company Guarantor may have at any time against the BorrowerCompany, the Agent, any Bank Trustee or any other Person, whether in connection herewith with the Indenture or any unrelated transactions, 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 Borrower Company for any reason of this Agreement the Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower Company of the principal of or interest on any Note or any other amount payable by it the Company under this Agreementthe Indenture; or (vii6) any other act or omission to act or delay of any kind by the BorrowerCompany, the Agent, any Bank Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Company's or defense to such Guarantor’s obligations hereunder.

Guaranty Unconditional. The obligations of the Company hereunder Borrower under this Article IX shall be unconditionalirrevocable, irrevocable unconditional and absolute and, without limiting the generality of the foregoing, foregoing shall not be released, discharged or otherwise affected byby the occurrence, one or more times, of any of the following: (ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of to the Borrower Guaranteed Obligations under this Agreement any agreement or any Noteinstrument, by operation of law or otherwise; (iib) any modification or amendment of or supplement to this Agreement Agreement, any Note, any other Loan Document, or any Noteagreement or instrument evidencing or relating to the Borrower Guaranteed Obligations; (iiic) any release, impairment, non-perfection or invalidity of any direct or indirect security for the Borrower Guaranteed Obligations under any obligation agreement or instrument evidencing or relating to any of the Borrower under this Agreement or any NoteGuaranteed Obligations; (ivd) any change in the corporate existence, structure or ownership of the Borrower, any Loan Party or other Subsidiary or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower any Loan Party or other Subsidiary or its assets or any resulting release or discharge of any obligation of any Loan Party or other Subsidiary contained in any agreement or instrument evidencing or relating to any of the Borrower contained in this Agreement or any Note;Guaranteed Obligations; NAI-1534445371v11534445371v6 (ve) the existence of any claim, set-off or other rights which the Company Borrower may have at any time against the Borrowerany other Loan Party, the Administrative Agent, any Bank Lender, any Affiliate of any Lender or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability relating to or against the Borrower for any reason of this Agreement or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower of the principal of or interest on any Note or any other amount payable by it under this Agreement; or (vii) any other act or omission to act or delay of any kind by the Borrower, the Agent, any Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Company's obligations hereunder.

Guaranty Unconditional. The Subject to the provisions of Section 12.09, the obligations of the Company each Guarantor hereunder shall be unconditional, irrevocable are unconditional and absolute 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 Borrower Company under this Agreement Indenture or any Note, by operation of law or otherwise; (ii2) any modification or amendment of or supplement to this Agreement Indenture or any Note; (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under this Agreement or any Note; (iv3) any change in the corporate existence, structure or ownership of the BorrowerCompany, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Company or its assets or any resulting release or discharge of any obligation of the Borrower Company contained in this Agreement Indenture or any Note; (v4) the existence of any claim, set-off or other rights which the Company Guarantor may have at any time against the BorrowerCompany, the Agent, any Bank Trustee or any other Person, whether in connection herewith with this Indenture or any unrelated transactions, 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 Borrower Company for any reason of this Agreement Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower Company of the principal of or interest on any Note or any other amount payable by it the Company under this AgreementIndenture; or (vii6) any other act or omission to act or delay of any kind by the BorrowerCompany, the Agent, any Bank Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Companyor defense to such Guarantor's obligations hereunder.

Guaranty Unconditional. The obligations of the Company Guarantor hereunder shall be unconditional, irrevocable are unconditional and absolute 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 Borrower Company under this Agreement the Indenture or any NoteSecurity, by operation of law or otherwise; (ii2) any modification or amendment of or supplement to this Agreement the Indenture or any NoteSecurity; (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under this Agreement or any Note; (iv3) any change in the corporate existence, structure or ownership of the BorrowerCompany, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Company or its assets or any resulting release or discharge of any obligation of the Borrower Company contained in this Agreement the Indenture or any NoteSecurity; (v4) the existence of any claim, set-off or other rights which the Company Guarantor may have at any time against the BorrowerCompany, the Agent, any Bank Trustee or any other Person, whether in connection herewith with the Indenture or any unrelated transactions, 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 Borrower Company for any reason of this Agreement the Indenture or any NoteSecurity, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower Company of the principal of or interest on any Note Security or any other amount payable by it the Company under this Agreementthe Indenture; or (vii6) any other act or omission to act or delay of any kind by the BorrowerCompany, the Agent, any Bank Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to the Company's Guarantor’s obligations hereunder.

Guaranty Unconditional. The obligations of the Company each Guarantor hereunder shall be unconditional, irrevocable are unconditional and absolute 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 Borrower Company under this Agreement the Indenture or any Note, by operation of law or otherwise; (ii2) any modification or amendment of or supplement to this Agreement the Indenture or any Note; (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under this Agreement or any Note; (iv3) any change in the corporate existence, structure or ownership of the BorrowerCompany, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Company or its assets or any resulting release or discharge of any obligation of the Borrower Company contained in this Agreement the Indenture or any Note; (v4) the existence of any claim, set-off or other rights which the Company Guarantor may have at any time against the BorrowerCompany, the Agent, any Bank Trustee or any other Person, whether in connection herewith with the Indenture or any unrelated transactions, 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 Borrower Company for any reason of this Agreement the Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower Company of the principal of or interest on any Note or any other amount payable by it the Company under this Agreementthe Indenture; or (vii6) any other act or omission to act or delay of any kind by the BorrowerCompany, the Agent, any Bank Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Company's or defense to such Guarantor’s obligations hereunder.

Guaranty Unconditional. The obligations of the Company each Guarantor hereunder shall be unconditional, irrevocable are unconditional and absolute 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 Borrower Company under this Agreement the Indenture or any Note, by operation of law or otherwise; (iib) any modification or amendment of or supplement to this Agreement the Indenture or any Note; (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under this Agreement or any Note; (ivc) any change in the corporate existence, structure or ownership of the BorrowerCompany, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Company or its assets or any resulting release or discharge of any obligation of the Borrower Company contained in this Agreement the Indenture or any Note; (vd) the existence of any claim, set-off or other rights which the Company Guarantor may have at any time against the BorrowerCompany, the Agent, any Bank Trustee or any other Person, whether in connection herewith with the Indenture or any unrelated transactions, 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 Borrower Company for any reason of this Agreement the Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower Company of the principal of or interest on any Note or any other amount payable by it the Company under this Agreementthe Indenture; or (viif) any other act or omission to act or delay of any kind by the BorrowerCompany, the Agent, any Bank Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Companyor defense to such Guarantor's obligations hereunder.

Guaranty Unconditional. The obligations of the Company each Guarantor hereunder shall be unconditional, irrevocable are unconditional and absolute 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 Borrower Issuer under this Agreement the Indenture or any Note, by operation of law or otherwise; (ii2) any modification or amendment of or supplement to this Agreement the Indenture or any Note; (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under this Agreement or any Note; (iv3) any change in the corporate existence, structure or ownership of the BorrowerIssuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Issuer or its assets or any resulting release or discharge of any obligation of the Borrower Issuer contained in this Agreement the Indenture or any Note; (v4) the existence of any claim, set-off or other rights which the Company Guarantor may have at any time against the BorrowerIssuer, the Agent, any Bank Trustee or any other Person, whether in connection herewith with the Indenture or any unrelated transactions, 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 Borrower Issuer for any reason of this Agreement the Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower Issuer of the principal of or interest on any Note or any other amount payable by it the Issuer under this Agreementthe Indenture; or (vii6) any other act or omission to act or delay of any kind by the BorrowerIssuer, the Agent, any Bank Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraphSection, constitute a legal or equitable discharge of the Company's or defense to such Guarantor’s obligations hereunder.

Guaranty Unconditional. The obligations of the Company each Guarantor hereunder shall be unconditional, irrevocable are unconditional and absolute and, without limiting the generality of the foregoing, shall to the fullest extent permitted by applicable law, 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 Borrower Company under this Agreement Indenture or any Note, by operation of law or otherwise; (ii2) any modification or amendment of or supplement to this Agreement Indenture or any Note; (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under this Agreement or any Note; (iv3) any change in the corporate existence, structure or ownership of the BorrowerCompany, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Company or its assets or any resulting release or discharge of any obligation of the Borrower Company contained in this Agreement Indenture or any Note; (v4) the existence of any claim, set-off or other rights which the Company Guarantor may have at any time against the BorrowerCompany, the Agent, any Bank Trustee or any other Person, whether in connection herewith with this Indenture or any unrelated transactions, 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 Borrower Company for any reason of this Agreement Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower Company of the principal of or interest on any Note or any other amount payable by it the Company under this AgreementIndenture; or (vii6) any other act or omission to act or delay of any kind by the BorrowerCompany, the Agent, any Bank Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Company's or defense to such Guarantor’s obligations hereunder.

Guaranty Unconditional. The obligations of the Company Guarantor hereunder shall be unconditional, irrevocable are unconditional and absolute and, without limiting the generality of the foregoing, shall will not be released, discharged or otherwise affected by: (i) 11.2.1 any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower Company under this Agreement the Indenture or any NoteSecurity, by operation of law or otherwise; (ii) 11.2.2 any modification or amendment of or supplement to this Agreement the Indenture or any NoteSecurity; (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under this Agreement or any Note; (iv) 11.2.3 any change in the corporate existence, structure or ownership of the BorrowerCompany, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Company or its assets or any resulting release or discharge of any obligation of the Borrower Company contained in this Agreement the Indenture or any NoteSecurity; (v) 11.2.4 the existence of any claim, set-off or other rights which the Company Guarantor may have at any time against the BorrowerCompany, the Agent, any Bank Trustee or any other Person, whether in connection herewith with the Indenture or any unrelated transactions, provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim; (vi) 11.2.5 any invalidity or unenforceability relating to or against the Borrower Company for any reason of this Agreement the Indenture or any NoteSecurity, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower Company of the principal of or interest on any Note Security or any other amount payable by it the Company under this Agreementthe Indenture; or (vii) 11.2.6 any other act or omission to act or delay of any kind by the BorrowerCompany, the Agent, any Bank Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Company's or defense to such Guarantor’s obligations hereunder.

Guaranty Unconditional. The obligations of the Company hereunder shall be unconditional, irrevocable irrevocable, direct and absolute 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 any Designated Borrower 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 Note; (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under this Agreement or any Note; (ivb) any change in the corporate existence, structure or ownership of the any Designated Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the any Designated Borrower or its assets or any resulting release or discharge of any obligation of the any Designated Borrower contained in this Agreement or any Note; ; (vc) the existence of any claim, set-off or other rights which the Company may have at any time against the any Designated Borrower, the Administrative Agent, any Bank Lender or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; ; or (vi) any invalidity or unenforceability relating to or against the Borrower for any reason of this Agreement or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower of the principal of or interest on any Note or any other amount payable by it under this Agreement; or (viid) any other act or omission to act or delay of any kind by the Borrower, the Administrative Agent, any Bank Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to the Company's ’s obligations hereunder.

Guaranty Unconditional. The obligations of the Company each Guarantor hereunder shall be unconditional, irrevocable are unconditional and absolute 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 Borrower Company under this Agreement Indenture or any Note, by operation of law or otherwise; (ii2) any modification or amendment of or supplement to this Agreement Indenture or any Note; (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under this Agreement or any Note; (iv3) any change in the corporate existence, structure or ownership of the BorrowerCompany, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Company or its assets or any resulting release or discharge of any obligation of the Borrower Company contained in this Agreement Indenture or any Note; (v4) the existence of any claim, set-off or other rights which the Company Guarantor may have at any time against the BorrowerCompany, the Agent, any Bank Trustee or any other Person, whether in connection herewith with this Indenture or any unrelated transactions, 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 Borrower Company for any reason of this Agreement Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower Company of the principal of or interest on any Note or any other amount payable by it the Company under this AgreementIndenture; or (vii6) any other act or omission to act or delay of any kind by the BorrowerCompany, the Agent, any Bank Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Company's or defense to such Guarantor’s obligations hereunder.

Guaranty Unconditional. The obligations of the Company each Guarantor hereunder shall be unconditional, irrevocable are unconditional and absolute 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 Borrower Company under this Agreement the Indenture or any Note, by operation of law or otherwise; (ii2) any modification or amendment of or supplement to this Agreement the Indenture or any Note; (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under this Agreement or any Note; (iv3) any change in the corporate existence, structure or ownership of the BorrowerCompany, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Company or its assets or any resulting release or discharge of any obligation of the Borrower Company contained in this Agreement the Indenture or any Note; (v4) the existence of any claim, set-off set‑off or other rights which the Company Guarantor may have at any time against the BorrowerCompany, the Agent, any Bank Trustee or any other Person, whether in connection herewith with the Indenture or any unrelated transactions, 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 Borrower Company for any reason of this Agreement the Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower Company of the principal of or interest on any Note or any other amount payable by it the Company under this Agreementthe Indenture; or (vii6) any other act or omission to act or delay of any kind by the BorrowerCompany, the Agent, any Bank Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Company's or defense to such Guarantor’s obligations hereunder.

Guaranty Unconditional. The obligations of the Company each Guarantor hereunder shall be unconditional, irrevocable are unconditional and absolute 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 Borrower Company under this Agreement the Indenture, any Security Document or any Note, by operation of law or otherwise; (ii2) any modification or amendment of or supplement to this Agreement the Indenture, any Security Document or any Note; (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under this Agreement or any Note; (iv3) any change in the corporate existence, structure or ownership of the BorrowerCompany, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Company or its assets or any resulting release or discharge of any obligation of the Borrower Company contained in this Agreement the Indenture, any Security Document or any Note; (v4) the existence of any claim, set-off or other rights which the Company Guarantor may have at any time against the BorrowerCompany, the Agent, any Bank Trustee or any other Person, whether in connection herewith with the Indenture or any unrelated transactions, 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 Borrower Company for any reason of this Agreement the Indenture, any Security Document or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower Company of the principal of or interest on any Note or any other amount payable by it the Company under this Agreementthe Indenture; or (vii6) any other act or omission to act or delay of any kind by the BorrowerCompany, the Agent, any Bank Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Company's or defense to such Guarantor’s obligations hereunder.

Guaranty Unconditional. The obligations of the Company each Guarantor hereunder shall be unconditional, irrevocable are unconditional and absolute 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 Borrower Company under this Agreement Indenture or any Note, by operation of law or otherwise; (ii2) any modification or amendment of or supplement to this Agreement Indenture or any Note; (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under this Agreement or any Note; (iv3) any change in the corporate existence, structure or ownership of the BorrowerCompany, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Company or its assets or any resulting release or discharge of any obligation of the Borrower Company contained in this Agreement Indenture or any Note; (v4) the existence of any claim, set-off or other rights which the Company Guarantor may have at any time against the BorrowerCompany, the AgentTrustee, any Bank or any other Person, whether in connection herewith with this Indenture or any unrelated transactions, 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 Borrower Company for any reason of this Agreement Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower Company of the principal of or interest on any Note or any other amount payable by it the Company under this AgreementIndenture; or (vii6) any other act or omission to act or delay of any kind by the BorrowerCompany, the Agent, any Bank Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Company's or defense to such Guarantor’s obligations hereunder.

Guaranty Unconditional. The obligations of the Company each Guarantor hereunder shall be unconditional, irrevocable are unconditional and absolute 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 Borrower Company under this Agreement the Indenture, or any Note, by operation of law or otherwise; (ii2) any modification or amendment of or supplement to this Agreement the Indenture, or any Note; (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under this Agreement or any Note; (iv3) any change in the corporate existence, structure or ownership of the BorrowerCompany, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Company or its assets or any resulting release or discharge of any obligation of the Borrower Company contained in this Agreement the Indenture, or any Note; (v4) the existence of any claim, set-off or other rights which the Company Guarantor may have at any time against the BorrowerCompany, the Agent, any Bank Trustee or any other Person, whether in connection herewith with the Indenture or any unrelated transactions, 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 Borrower Company for any reason of this Agreement the Indenture, or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower Company of the principal of or interest on any Note or any other amount payable by it the Company under this Agreementthe Indenture; or (vii6) any other act or omission to act or delay of any kind by the BorrowerCompany, the Agent, any Bank Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Company's or defense to such Guarantor’s obligations hereunder.

Guaranty Unconditional. The obligations of the Company Guarantor hereunder shall be unconditional, irrevocable are unconditional and absolute and, without limiting the generality of the foregoing, shall will not be released, discharged or otherwise affected by: (i) 12.2.1 any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower Company under this Agreement the Indenture or any NoteSecurity, by operation of law or otherwise; (ii) 12.2.2 any modification or amendment of or supplement to this Agreement the Indenture or any NoteSecurity; (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under this Agreement or any Note; (iv) 12.2.3 any change in the corporate existence, structure or ownership of the BorrowerCompany, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Company or its assets or any resulting release or discharge of any obligation of the Borrower Company contained in this Agreement the Indenture or any NoteSecurity; (v) 12.2.4 the existence of any claim, set-off or other rights which the Company Guarantor may have at any time against the BorrowerCompany, the Agent, any Bank Trustee or any other Person, whether in connection herewith with the Indenture or any unrelated transactions, provided PROVIDED that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim; (vi) 12.2.5 any invalidity or unenforceability relating to or against the Borrower Company for any reason of this Agreement the Indenture or any NoteSecurity, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower Company of the principal of or interest on any Note Security or any other amount payable by it the Company under this Agreementthe Indenture; or (vii) 12.2.6 any other act or omission to act or delay of any kind by the BorrowerCompany, the Agent, any Bank Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Companyor defense to such Guarantor's obligations hereunder.

Guaranty Unconditional. The obligations of the Company each Guarantor hereunder shall be unconditional, irrevocable are unconditional and absolute 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 Borrower Issuer under this Agreement the Indenture or any Note, by operation of law or otherwise; (ii2) any modification or amendment of or supplement to this Agreement the Indenture or any Note; (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under this Agreement or any Note; (iv3) any change in the corporate existence, structure or ownership of the BorrowerIssuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Issuer or its assets or any resulting release or discharge of any obligation of the Borrower Issuer contained in this Agreement the Indenture or any Note; (v4) the existence of any claim, set-off or other rights which the Company Guarantor may have at any time against the BorrowerIssuer, the Agent, any Bank Trustee or any other Person, whether in connection herewith with the Indenture or any unrelated transactions, 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 Borrower Issuer for any reason of this Agreement the Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower Issuer of the principal of or interest on any Note or any other amount payable by it the Issuer under this Agreementthe Indenture; or (vii6) any other act or omission to act or delay of any kind by the BorrowerIssuer, the Agent, any Bank Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Company's or defense to such Guarantor’s obligations hereunder.