Common use of Guaranty Unconditional Clause in Contracts

Guaranty Unconditional. Each Guarantor acknowledges and agrees that no change in the nature or terms of the Obligations, the Indenture or the Guaranteed Securities, or other agreements, instruments or contracts evidencing, related to or attendant with the Obligations (including any novation), nor any determination of lack of enforceability thereof, shall discharge all or any part of the liabilities and obligations of such Guarantor pursuant to the Guaranty; it being the purpose and intent of the Guarantors, the Company, the Trustee and the Holders that the covenants, agreements and all liabilities and obligations of the Guarantors hereunder are absolute, unconditional and irrevocable under any and all circumstances. Without limiting the generality of the foregoing, each Guarantor agrees that until each and every one of the covenants and agreements of this Supplemental Indenture is fully performed, such Guarantor’s undertakings hereunder shall not be released, in whole or in part, by any action or thing which might, but for this Section 3.5, be deemed a legal or equitable discharge of a surety or guarantor, or by reason of any waiver or omission of the Company, the Trustee and the Holders, or any of them, or their failure to proceed promptly or otherwise, or by reason of any action taken or omitted by the Company, the Trustee and the Holders, or any of them, whether or not such action or failure to act varies or increases the risk of, or affects the rights or remedies of, such Guarantor or by reason of any further dealings among the Company, the Trustee and the Holders, or any of them, or any other guarantor or surety, and each Guarantor hereby expressly waives and surrenders any defense to its liability hereunder, or any right of counterclaim or offset of any nature or description which it may have or which may exist based upon, and shall be deemed to have consented to, any of the foregoing acts, omissions, things, agreements or waivers.

Guaranty Unconditional. Each The Guarantor acknowledges and agrees that no change in the nature or terms of the Obligations, the Indenture Obligations or any of the Guaranteed SecuritiesAgreements, or other agreements, instruments or contracts evidencing, related to or attendant with the Obligations (including any novation), nor any determination of lack of enforceability thereof, shall discharge all or any part of the liabilities and obligations of such the Guarantor pursuant to the this Guaranty; it being the purpose and intent of the GuarantorsGuarantor, the Company, the Trustee Banks and the Holders Administrative Agent that the covenants, agreements and all liabilities and obligations of the Guarantors Guarantor hereunder are absolute, unconditional and irrevocable under any and all circumstances. Without limiting the generality of the foregoing, each the Guarantor agrees that until each and every one of the covenants and agreements of this Supplemental Indenture Guaranty is fully performed, such the Guarantor’s 's undertakings hereunder shall not be released, in whole or in part, by any action or thing which might, but for this Section 3.5paragraph of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, or by reason of any waiver or waiver, omission of the Company, the Trustee Banks and the HoldersAdministrative Agent, or any of them, or their failure to proceed promptly or otherwise, or by reason of any action taken or omitted by the Company, the Trustee Banks and the HoldersAdministrative Agent, or any of them, whether or not such action or failure to act varies or increases the risk of, or affects the rights or remedies of, such the Guarantor or by reason of any further dealings among between the CompanyBorrower, the Trustee Banks and the HoldersAdministrative Agent, or any of them, or any other guarantor or surety, and each Guarantor the Guarantor, to the extent permitted by Applicable Law, hereby expressly waives and surrenders any defense to its liability hereunder, or any right of counterclaim or offset of any nature or description which it may have or which may exist based upon, and shall be deemed to have consented to, any of the foregoing acts, omissions, things, agreements or waivers.

Guaranty Unconditional. Each Guarantor acknowledges and agrees that no change in the nature or terms of the Obligations, the Indenture or the Guaranteed Securities, or other agreements, instruments or contracts evidencing, related to or attendant with the Obligations (including any novation), nor any determination of lack of enforceability thereof, shall discharge all or any part of the liabilities and obligations of such Guarantor pursuant to the Guaranty; it being the purpose and intent of the Guarantors, the Company, the Trustee and the Holders that the covenants, agreements and all liabilities and obligations of the Guarantors hereunder are absolute, unconditional and irrevocable under any and all circumstances. Without limiting the generality of the foregoing, each Guarantor agrees that until each and every one of the covenants and agreements of this Supplemental Indenture is fully performed, such Guarantor’s 's undertakings hereunder shall not be released, in whole or in part, by any action or thing which might, but for this Section 3.52.5, be deemed a legal or equitable discharge of a surety or guarantor, or by reason of any waiver or omission of the Company, the Trustee and the Holders, or any of them, or their failure to proceed promptly or otherwise, or by reason of any action taken or omitted by the Company, the Trustee and the Holders, or any of them, whether or not such action or failure to act varies or increases the risk of, or affects the rights or remedies of, such Guarantor or by reason of any further dealings among the Company, the Trustee and the Holders, or any of them, or any other guarantor or surety, and each Guarantor hereby expressly waives and surrenders any defense to its liability hereunder, or any right of counterclaim or offset of any nature or description which it may have or which may exist based upon, and shall be deemed to have consented to, any of the foregoing acts, omissions, things, agreements or waivers.

Guaranty Unconditional. Each The Guarantor acknowledges and agrees that no change in the nature or terms of the Obligations, the Indenture Obligations or any of the Guaranteed SecuritiesAgreements, or other agreements, instruments or contracts evidencing, related to or attendant with the Obligations (including any novation), nor any determination of lack of enforceability thereof, shall discharge all or any part of the liabilities and obligations of such the Guarantor pursuant to the this Guaranty; it being the purpose and intent of the GuarantorsGuarantor, the Company, the Trustee Lenders and the Holders Administrative Agent that the covenants, agreements and all liabilities and obligations of the Guarantors Guarantor hereunder are absolute, unconditional and irrevocable under any and all circumstances. Without limiting the generality of the foregoing, each the Guarantor agrees that until each and every one of the covenants and agreements of this Supplemental Indenture Guaranty is fully performed, such the Guarantor’s 's undertakings hereunder shall not be released, in whole or in part, by any action or thing which might, but for this Section 3.5paragraph of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, or by reason of any waiver or waiver, omission of the Company, the Trustee Lenders and the HoldersAdministrative Agent, or any of them, or their failure to proceed promptly or otherwise, or by reason of any action taken or omitted by the Company, the Trustee Lenders and the HoldersAdministrative Agent, or any of them, whether or not such action or failure to act varies or increases the risk of, or affects the rights or remedies of, such the Guarantor or by reason of any further dealings among between the CompanyBorrower, the Trustee Lenders and the HoldersAdministrative Agent, or any of them, or any other guarantor or surety, and each Guarantor the Guarantor, to the extent permitted by Applicable Law, hereby expressly waives and surrenders any defense to its liability hereunder, or any right of counterclaim or offset of any nature or description which it may have or which may exist based upon, and shall be deemed to have consented to, any of the foregoing acts, omissions, things, agreements or waivers.

Guaranty Unconditional. Each The Guarantor acknowledges and agrees that no change in the nature or terms of the Obligations, the Indenture or the Guaranteed Securities, or other agreements, instruments or contracts evidencing, related to or attendant with the Obligations (including any novation), nor any determination of lack of enforceability thereof, shall discharge all or any part of the liabilities and obligations of such the Guarantor pursuant to the Guaranty; it being the purpose and intent of the GuarantorsGuarantor, the Company, the Trustee and the Holders that the covenants, agreements and all liabilities and obligations of the Guarantors Guarantor hereunder are absolute, unconditional and irrevocable under any and all circumstances. Without limiting the generality of the foregoing, each the Guarantor agrees that until each and every one of the covenants and agreements of this Supplemental Indenture is fully performed, such the Guarantor’s 's undertakings hereunder shall not be released, in whole or in part, by any action or thing which might, but for this Section 3.52.5, be deemed a legal or equitable discharge of a surety or guarantor, or by reason of any waiver or waiver, omission of the Company, the Trustee and the Holders, or any of them, or their failure to proceed promptly or otherwise, or by reason of any action taken or omitted by the Company, the Trustee and the Holders, or any of them, whether or not such action or failure to act varies or increases the risk of, or affects the rights or remedies of, such the Guarantor or by reason of any further dealings among the Company, the Trustee and the Holders, or any of them, or any other guarantor or surety, and each the Guarantor hereby expressly waives and surrenders any defense to its liability hereunder, or any right of counterclaim or offset of any nature or description which it may have or which may exist based upon, and shall be deemed to have consented to, any of the foregoing acts, omissions, things, agreements or waivers.

Guaranty Unconditional. Each Guarantor acknowledges and agrees that no change in the nature or terms of the Obligations, the Indenture or the Guaranteed Securities, or other agreements, instruments or contracts evidencing, related to or attendant with the Obligations (including any novation), nor any determination of lack of enforceability thereof, shall discharge all or any part of the liabilities and obligations of such Guarantor pursuant to the Guaranty; it being the purpose and intent of the Guarantors, the Company, the Trustee and the Holders that the covenants, agreements and all liabilities and obligations of the Guarantors hereunder are absolute, unconditional and irrevocable under any and all circumstances. Without limiting the generality of the foregoing, each Guarantor agrees that until each and every one of the covenants and agreements of this Supplemental Indenture is fully performed, such Guarantor’s undertakings hereunder shall not be released, in whole or in part, by any action or thing which might, but for this Section 3.52.5, be deemed a legal or equitable discharge of a surety or guarantor, or by reason of any waiver or omission of the Company, the Trustee and the Holders, or any of them, or their failure to proceed promptly or otherwise, or by reason of any action taken or omitted by the Company, the Trustee and the Holders, or any of them, whether or not such action or failure to act varies or increases the risk of, or affects the rights or remedies of, such Guarantor or by reason of any further dealings among the Company, the Trustee and the Holders, or any of them, or any other guarantor or surety, and each Guarantor hereby expressly waives and surrenders any defense to its liability hereunder, or any right of counterclaim or offset of any nature or description which it may have or which may exist based upon, and shall be deemed to have consented to, any of the foregoing acts, omissions, things, agreements or waivers.

Guaranty Unconditional. Each Guarantor acknowledges and agrees that no change in the nature or terms of the Obligations, Obligations or any of the Indenture or the Guaranteed Securities, or other agreements, instruments or contracts evidencing, related to or attendant with the Obligations (including any novation), nor any determination of lack of enforceability thereof, shall discharge all or any part of the liabilities and obligations of such Guarantor pursuant to the this Guaranty; it being the purpose and intent of the Guarantors, the Company, the Trustee and the Holders that the covenants, agreements and all liabilities and obligations of the Guarantors hereunder are absolute, unconditional and irrevocable under any and all circumstances. Without limiting the generality of the foregoing, each Guarantor agrees that until each and every one of the covenants and agreements of this Supplemental Indenture Guaranty is fully performed, such Guarantor’s 's undertakings hereunder shall not be released, in whole or in part, by any action or thing which might, but for this Section 3.5paragraph of this Guaranty, be deemed a legal or equitable discharge of a Guarantor or surety or guarantor, or by reason of any waiver or waiver, omission of the Company, the Trustee and or the Holders, or any of them, or their failure to proceed promptly or otherwise, or by reason of any action taken or omitted by the Company, the Trustee and or the Holders, or any of them, whether or not such action or failure to act varies or increases the risk of, or affects the rights or remedies of, such Guarantor or by reason of any further dealings among between the Company, the Trustee Trustee, and the Holders, or any of them, or any other Guarantor or guarantor or surety, and each Guarantor hereby expressly waives and surrenders any defense to its liability hereunder, or any right of counterclaim or offset of any nature or description which it may have or which may exist based upon, and shall be deemed to have consented to, any of the foregoing acts, omissions, things, agreements or waivers.

Guaranty Unconditional. Each Guarantor acknowledges and agrees that no change in the nature or terms of the Obligations, the Indenture or the Guaranteed Securities, or other agreements, instruments or contracts evidencing, related to or attendant with the Obligations (including any novation), nor any determination of lack of enforceability thereof, shall discharge all or any part of the liabilities and obligations of such Guarantor pursuant to the Guaranty; it being the purpose and intent of the Guarantors, the Company, the Trustee and the Holders that the covenants, agreements and all liabilities and obligations of the Guarantors hereunder are absolute, unconditional and irrevocable under any and all circumstances. Without limiting the generality of the foregoing, each Guarantor agrees that until each and every one of the covenants and agreements of this Supplemental Indenture is fully performed, such Guarantor’s 's undertakings hereunder shall not be released, in whole or in part, by any action or thing which might, but for this Section 3.53.6, be deemed a legal or equitable discharge of a surety or guarantor, or by reason of any waiver or omission of the Company, the Trustee and the Holders, or any of them, or their failure to proceed promptly or otherwise, or by reason of any action taken or omitted by the Company, the Trustee and the Holders, or any of them, whether or not such action or failure to act varies or increases the risk of, or affects the rights or remedies of, such Guarantor or by reason of any further dealings among the Company, the Trustee and the Holders, or any of them, or any other guarantor or surety, and each Guarantor hereby expressly waives and surrenders any defense to its liability hereunder, or any right of counterclaim or offset of any nature or description which it may have or which may exist based upon, and shall be deemed to have consented to, any of the foregoing acts, omissions, things, agreements or waivers.

Guaranty Unconditional. Each Guarantor acknowledges This is a guaranty of payment and agrees that no change in the nature or terms not of the Obligationscollection, the Indenture or the Guaranteed Securities, or other agreements, instruments or contracts evidencing, related to or attendant with the Obligations (including any novation), nor any determination of lack of enforceability thereof, shall discharge all or any part of the liabilities and obligations of such Guarantor pursuant to the Guaranty; it being the purpose and intent of the Guarantors, the Company, the Trustee and the Holders that the covenants, agreements and all liabilities and obligations of the Guarantors Guarantor hereunder are absolute, unconditional and irrevocable under any and all circumstances. Without absolute except as specifically provided herein and, without limiting the generality of the foregoing, each Guarantor agrees that until each and every one of the covenants and agreements of this Supplemental Indenture is fully performed, such Guarantor’s undertakings hereunder shall not be released, discharged or otherwise affected by: (i) any extension, renewal, settlement, compromise, waiver or release in whole or in partrespect 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 thing which 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 Section 3.5clause, be deemed constitute a legal or equitable discharge of a surety or guarantor, or by reason of any waiver or omission of the Company, the Trustee and the Holders, or any of them, or their failure to proceed promptly or otherwise, or by reason of any action taken or omitted by the Company, the Trustee and the Holders, or any of them, whether or not such action or failure to act varies or increases the risk of, or affects the rights or remedies of, such Guarantor or by reason of any further dealings among the Company, the Trustee and the Holders, or any of them, or any other guarantor or surety, and each Guarantor hereby expressly waives and surrenders any defense to its liability hereunder, or any right of counterclaim or offset of any nature or description which it may have or which may exist based upon, and shall be deemed to have consented to, any of the foregoing acts, omissions, things, agreements or waiversGuarantor’s obligations hereunder.

Guaranty Unconditional. Each The Guarantor acknowledges and agrees that no change in the nature or terms of the Obligations, Guarantied Obligations or any of the Indenture or the Guaranteed SecuritiesLoan Documents, or other agreements, instruments or contracts evidencing, related to or attendant with the Guarantied Obligations (including any novation), nor any determination of lack of enforceability thereof, shall discharge all or any part of the liabilities and obligations of such the Guarantor pursuant to the this Guaranty; it being the purpose and intent of the Guarantors, the Company, the Trustee Guarantor and the Holders Guarantied Parties that the covenants, agreements and all liabilities and obligations of the Guarantors Guarantor hereunder are absolute, unconditional and irrevocable under any and all circumstances. Without limiting the generality of the foregoing, each the Guarantor agrees that until each and every one of the covenants and agreements of this Supplemental Indenture Guaranty is fully performed, such the Guarantor’s undertakings hereunder shall not be released, in whole or in part, by any action or thing which might, but for this Section 3.5of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, or by reason of any waiver or waiver, omission of the Company, the Trustee and the HoldersGuarantied Parties, or any of them, or their failure to proceed promptly or otherwise, or by reason of any action taken or omitted by the Company, the Trustee and the HoldersGuarantied Parties, or any of them, whether or not such action or failure to act varies or increases the risk of, or affects the rights or remedies of, such the Guarantor or by reason of any further dealings among the Company, the Trustee Borrowers and the HoldersGuarantied Parties, or any of them, or any other guarantor or surety, and each Guarantor the Guarantor, to the extent permitted by Applicable Law, hereby expressly waives and surrenders any defense to its liability hereunder, or any right of counterclaim or offset of any nature or description which it may have or which may exist based upon, and shall be deemed to have consented to, any of the foregoing acts, omissions, things, agreements or waivers.

Guaranty Unconditional. Each The Guarantor acknowledges and agrees that no change in the nature or terms of the Obligations, Guarantied Obligations or any of the Indenture or the Guaranteed SecuritiesLoan Documents, or other agreements, instruments or contracts evidencing, related to or attendant with the Guarantied Obligations (including any novation), nor any determination of lack of enforceability thereof, shall discharge all or any part of the liabilities and obligations of such the Guarantor pursuant to the this Guaranty; it being the purpose and intent of the Guarantors, the Company, the Trustee Guarantor and the Holders Guarantied Parties that the covenants, agreements and all liabilities and obligations of the Guarantors Guarantor hereunder are absolute, unconditional and irrevocable under any and all circumstances. Without limiting the generality of the foregoing, each the Guarantor agrees that until each and every one of the covenants and agreements of this Supplemental Indenture Guaranty is fully performed, such the Guarantor’s undertakings hereunder shall not be released, in whole or in part, by any action or thing which might, but for this Section 3.5paragraph of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, or by reason of any waiver or waiver, omission of the Company, the Trustee and the HoldersGuarantied Parties, or any of them, or their failure to proceed promptly or otherwise, or by reason of any action taken or omitted by the Company, the Trustee and the HoldersGuarantied Parties, or any of them, whether or not such action or failure to act varies or increases the risk of, or affects the rights or remedies of, such the Guarantor or by reason of any further dealings among the Companybetween any Borrower, the Trustee and the HoldersGuarantied Parties, or any of them, or any other guarantor or surety, and each Guarantor the Guarantor, to the extent permitted by Applicable Law, hereby expressly waives and surrenders any defense to its liability hereunder, or any right of counterclaim or offset of any nature or description which it may have or which may exist based upon, and shall be deemed to have consented to, any of the foregoing acts, omissions, things, agreements or waivers.

Guaranty Unconditional. Each The Guarantor acknowledges and agrees that no change in the nature or terms of the Obligations, the Indenture Guaranteed Obligations or any of the Guaranteed SecuritiesAgreements, or other agreements, instruments or contracts evidencing, related to or attendant with the Guaranteed Obligations (including any novation), nor any determination of lack of enforceability thereof, shall discharge all or any part of the liabilities and obligations of such the Guarantor pursuant to the this Parent Guaranty; it being the purpose and intent of the GuarantorsGuarantor, the CompanyAdministrative Agent, the Trustee Issuing Bank and the Holders Lenders that the covenants, agreements and all liabilities and obligations of the Guarantors Guarantor hereunder are absolute, unconditional and irrevocable under any and all circumstances. Without limiting the generality of the foregoing, each the Guarantor agrees that until each and every one of the covenants and agreements of this Supplemental Indenture Parent Guaranty is fully performed, such the Guarantor’s undertakings hereunder shall not be released, in whole or in part, by any action or thing which might, but for this Section 3.5paragraph of this Parent Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, or by reason of any waiver or waiver, omission of the CompanyAdministrative Agent, the Trustee Issuing Bank and the HoldersLenders, or any of them, or their failure to proceed promptly or otherwise, or by reason of any action taken or omitted by the CompanyAdministrative Agent, the Trustee Issuing Bank and the HoldersLenders, or any of them, whether or not such action or failure to act varies or increases the risk of, or affects the rights or remedies of, such the Guarantor or by reason of any further dealings among between the CompanyBorrower on the one hand and the Administrative Agent, the Trustee Issuing Bank and the HoldersLenders, or any of them, on the other hand or any other guarantor or surety, and each the Guarantor hereby expressly waives and surrenders any defense to its liability hereunder, or any right of counterclaim or offset of any nature or description which it may have or which may exist hereunder based upon, and shall be deemed to have consented to, any of the foregoing acts, omissions, things, agreements or waivers.

Guaranty Unconditional. Each Guarantor acknowledges and agrees that no change in the nature or terms of the Obligations, the Indenture or the Guaranteed Securities, or other agreements, instruments or contracts evidencing, related to or attendant with the Obligations (including any novation), nor any determination of lack of enforceability thereof, shall discharge all or any part of the liabilities and obligations of such Guarantor pursuant to the Guaranty; it being the purpose and intent of the Guarantors, the Company, the Trustee and the Holders that the covenants, agreements and all liabilities and obligations of the Guarantors hereunder are absolute, unconditional and irrevocable under any and all circumstances. Without limiting the generality of the foregoing, each Guarantor agrees that until each and every one of the covenants and agreements of this Supplemental Indenture is fully performed, such Guarantor’s 's undertakings hereunder shall not be released, in whole or in part, by any action or thing which might, but for this Section 3.52.6, be deemed a legal or equitable discharge of a surety or guarantor, or by reason of any waiver or omission of the Company, the Trustee and the Holders, or any of them, or their failure to proceed promptly or otherwise, or by reason of any action taken or omitted by the Company, the Trustee and the Holders, or any of them, whether or not such action or failure to act varies or increases the risk of, or affects the rights or remedies of, such Guarantor or by reason of any further dealings among the Company, the Trustee and the Holders, or any of them, or any other guarantor or surety, and each Guarantor hereby expressly waives and surrenders any defense to its liability hereunder, or any right of counterclaim or offset of any nature or description which it may have or which may exist based upon, and shall be deemed to have consented to, any of the foregoing acts, omissions, things, agreements or waivers.

Guaranty Unconditional. Each Guarantor acknowledges and agrees that no change in the nature or terms of the Obligations, the Indenture or the Guaranteed Securities, or other agreements, instruments or contracts evidencing, related to or attendant with the Obligations (including any novation), nor any determination of lack of enforceability thereof, shall discharge all or any part of the liabilities and obligations of such Guarantor pursuant to the Guaranty; it being the purpose and intent of the Guarantors, the Company, the Trustee and the Holders that the covenants, agreements and all liabilities and obligations of the Guarantors hereunder are absolute, unconditional and irrevocable under any and all circumstances. Without limiting the generality of the foregoing, each Guarantor agrees that until each and every one of the covenants and agreements of this Supplemental Indenture is fully performed, such Guarantor’s 's undertakings hereunder shall not be released, in whole or in part, by any action or thing which might, but for this Section 3.5, be deemed a legal or equitable discharge of a surety or guarantor, or by reason of any waiver or omission of the Company, the Trustee and the Holders, or any of them, or their failure to proceed promptly or otherwise, or by reason of any action taken or omitted by the Company, the Trustee and the Holders, or any of them, whether or not such action or failure to act varies or increases the risk of, or affects the rights or remedies of, such Guarantor or by reason of any further dealings among the Company, the Trustee and the Holders, or any of them, or any other guarantor or surety, and each Guarantor hereby expressly waives and surrenders any defense to its liability hereunder, or any right of counterclaim or offset of any nature or description which it may have or which may exist based upon, and shall be deemed to have consented to, any of the foregoing acts, omissions, things, agreements or waivers.

Guaranty Unconditional. Each The Guarantor acknowledges and agrees that no change in the nature or terms of the Obligations, the Indenture or any of the Guaranteed Securities, Agreements or other agreements, instruments or contracts evidencing, related to or attendant with the Obligations (including including, without limitation any novation), nor any determination of lack of enforceability thereof, shall discharge all or any part of the liabilities and obligations of such the Guarantor pursuant to the this Guaranty; it being the purpose and intent of the Guarantors, the Company, the Trustee Guarantor and the Holders Secured Parties, and each of them, that the covenants, covenants and agreements and all liabilities and obligations of the Guarantors Guarantor hereunder are absolute, unconditional and irrevocable under any and all circumstances. Without limiting the generality of the foregoing, each the Guarantor agrees that until each and every one of the covenants and agreements of this Supplemental Indenture Guaranty is fully and indefeasibly performed, such the Guarantor’s 's undertakings hereunder shall not be released, in whole or in part, by reason of (a) any action or thing which might, but for this Section 3.57, be deemed a legal or equitable discharge of a surety or guarantor, or by reason of (b) any waiver or omission of the Company, the Trustee and the HoldersSecured Parties, or any of them, (c) the failure of the Secured Parties, or their failure any of them, to proceed promptly or otherwise, or by reason of (d) any action taken or omitted by the Company, the Trustee and the HoldersSecured Parties, or any of them, whether or not such action or failure to act varies or increases the risk of, or affects the rights or remedies of, such the Guarantor or by reason of any (e) further dealings among between the Company, the Trustee and the Holders, or any of them, Borrower or any other guarantor or surety, on the one hand, and each the Secured Parties, or any of them, on the other hand. The Guarantor hereby expressly waives and surrenders any defense to its liability hereunder, or hereunder and any right of counterclaim or offset of any nature or description which it may have or which may exist based upon, and shall be deemed to have consented to, any of the foregoing acts, omissions, things, agreements or waivers.

Guaranty Unconditional. Each Guarantor acknowledges and agrees that no change in the nature or terms of the Obligations, Guaranteed Obligations or any of the Indenture or the Guaranteed Securities, or other agreements, instruments instruments, or contracts evidencing, related to or attendant with the Obligations Guaranteed Obligations, including, without limitation, all Loan Documents (including any novation), nor any determination of lack of enforceability thereof, shall discharge all or any part of the liabilities and obligations of such Guarantor pursuant to the this Guaranty; it being the purpose and intent of the Guarantors, the Company, the Trustee each Guarantor and the Holders that Secured Parties that, to the extent not prohibited by applicable law, the covenants, agreements and all liabilities and obligations of the Guarantors each Guarantor hereunder are absolute, unconditional unconditional, and irrevocable under any and all circumstances. Without limiting the generality of the foregoing, each Guarantor agrees that until each and every one of the covenants and agreements of this Supplemental Indenture is fully performedSecurity Termination, such Guarantor’s undertakings hereunder shall not be released, in whole or in part, by any action or thing which might, but for this Section 3.5paragraph of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, or by reason of any waiver or waiver, omission of the Company, the Trustee and the HoldersSecured Parties, or any of them, or their failure to proceed promptly or otherwise, or by reason of any action taken or omitted by the Company, the Trustee and the HoldersSecured Parties, or any of them, whether or not such action or failure to act varies or increases the risk of, or affects the rights or remedies of, such Guarantor or by reason of any further dealings among between the Company, the Trustee and the HoldersBorrower, or any of them, on the one hand and the Secured Parties, or any of them, on the other hand or any other guarantor or surety, and each Guarantor Guarantor, to the extent permitted by applicable law, hereby expressly waives and surrenders any defense to its liability hereunder, or any right of counterclaim or offset of any nature or description which it may have or which may exist based upon, and shall be deemed to have consented to, any of the foregoing acts, omissions, things, agreements agreements, or waivers.

Guaranty Unconditional. Each The Guarantor acknowledges and agrees that no change in the nature or terms of the Obligations, the Indenture Obligations or any of the Guaranteed SecuritiesAgreements, or other agreements, instruments or contracts evidencing, related to or attendant with the Obligations (including any novation), nor any determination of lack of enforceability thereof, shall discharge all or any part of the liabilities and obligations of such the Guarantor pursuant to the this Guaranty; it being the purpose and intent of the GuarantorsGuarantor, the Company, the Trustee Lenders and the Holders Administrative Agent that the covenants, agreements agreements, and all liabilities and obligations of the Guarantors Guarantor hereunder are absolute, unconditional unconditional, and irrevocable under any and all circumstances. Without limiting the generality of the foregoing, each the Guarantor agrees that until each and every one of the covenants and agreements of this Supplemental Indenture Guaranty is fully performed, such the Guarantor’s 's undertakings hereunder shall not be released, in whole or in part, by any action or thing which might, but for this Section 3.5paragraph of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, or by reason of any waiver or waiver, omission of the Company, the Trustee Lenders and the HoldersAdministrative Agent, or any of them, or their failure to proceed promptly or otherwise, or by reason of any action taken or omitted by the Company, the Trustee Lenders and the HoldersAdministrative Agent, or any of them, whether or not such action or failure to act varies or increases the risk of, or affects the rights or remedies of, such the Guarantor or by reason of any further dealings among between the CompanyBorrower, the Trustee Lenders and the HoldersAdministrative Agent, or any of them, or any other guarantor or surety, and each the Guarantor hereby expressly waives and surrenders any defense to its liability hereunder, or any right of counterclaim or offset of any nature or description which it may have or which may exist based upon, and shall be deemed to have consented to, any of the foregoing acts, omissions, things, agreements or waivers.

Guaranty Unconditional. Each Guarantor acknowledges and agrees that no change in Subject to Section 9 hereof, the nature or terms obligations of each of the ObligationsSubsidiary Guarantors hereunder shall, the Indenture or the Guaranteed Securities, or other agreements, instruments or contracts evidencing, related to or attendant with the Obligations (including any novation), nor any determination of lack of enforceability thereof, shall discharge all or any part of the liabilities and obligations of such Guarantor pursuant to the Guaranty; it being the purpose and intent of the Guarantorsfullest extent permitted by law, the Company, the Trustee and the Holders that the covenants, agreements and all liabilities and obligations of the Guarantors hereunder are absolute, be unconditional and irrevocable under any and all circumstances. Without absolute and, without limiting the generality of the foregoing, each Guarantor agrees that until each and every one of shall, to the covenants and agreements of this Supplemental Indenture is fully performedfullest extent permitted by law, such Guarantor’s undertakings hereunder shall not be released, discharged or otherwise affected by: any extension, renewal, settlement, compromise, waiver or release in whole or in partrespect of any of the Guaranteed Obligations, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations; any modification or amendment of or supplement to the Credit Agreement, any Note or any other Loan Document; any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Parent or the US Borrower under the Credit Agreement, any Note, any other Loan Document, or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or thing failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed Obligations; any change in the corporate existence, structure or ownership of the Parent or the US Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Parent or the US Borrower, or any other guarantor of any of the Guaranteed Obligations; the existence of any claim, setoff or other rights which the Subsidiary Guarantors may have at any time against the Parent or the US Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transactions; any invalidity or unenforceability relating to or against the Parent or the US Borrower, or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Note or any other amount payable by the Parent or the US Borrower under the Credit Agreement, any Note, or any other Loan Document; or any other act or omission to act or delay of any kind by the Parent or the US Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, the L/C Issuer, the Swing Line Lender, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 3.5paragraph, be deemed constitute a legal or equitable discharge of a surety or guarantor, or by reason of any waiver or omission of the Company, the Trustee and the Holders, or any of them, or their failure to proceed promptly or otherwise, or by reason of any action taken or omitted by the Company, the Trustee and the Holders, or any of them, whether or not such action or failure to act varies or increases the risk of, or affects the rights or remedies of, such Guarantor or by reason of any further dealings among the Company, the Trustee and the Holders, or any of them, or any other guarantor or surety, and each Guarantor hereby expressly waives and surrenders any defense to its liability Subsidiary Guarantor's obligations hereunder, or any right of counterclaim or offset of any nature or description which it may have or which may exist based upon, and shall be deemed to have consented to, any of the foregoing acts, omissions, things, agreements or waivers.

Guaranty Unconditional. Each Guarantor acknowledges and agrees that no change in the nature or terms of the Obligations, the Indenture Obligations or any of the Guaranteed SecuritiesAgreements, or other agreements, instruments or contracts evidencing, related to or attendant with the Obligations (including any novation), nor any determination of lack of enforceability thereof, shall discharge all or any part of the liabilities and obligations of such Guarantor pursuant to the this Guaranty; it being the purpose and intent of the Guarantorssuch Guarantor, the CompanyBanks, the Trustee Syndication Agent, the Documentation Agent, the Managing Agents and the Holders Administrative Agent that the covenants, agreements and all liabilities and obligations of the Guarantors such Guarantor hereunder are absolute, unconditional and irrevocable under any and all circumstances. Without limiting the generality of the foregoing, each such Guarantor agrees that until each and every one of the covenants and agreements of this Supplemental Indenture Guaranty is fully performed, such Guarantor’s 's undertakings hereunder shall not be released, in whole or in part, by any action or thing which might, but for this Section 3.5paragraph of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, or by reason of any waiver or waiver, omission of the CompanyBanks, the Trustee Syndication Agent, the Documentation Agent, the Managing Agents and the HoldersAdministrative Agent, or any of them, or their failure to proceed promptly or otherwise, or by reason of any action taken or omitted by the CompanyBanks, the Trustee Syndication Agent, the Documentation Agent, the Managing Agents and the HoldersAdministrative Agent, or any of them, whether or not such action or failure to act varies or increases the risk of, or affects the rights or remedies of, such Guarantor or by reason of any further dealings among between the CompanyBorrower, the Trustee Banks, the Syndication Agent, the Documentation Agent, the Managing Agents and the HoldersAdministrative Agent, or any of them, or any other guarantor or surety, and each such Guarantor hereby expressly waives and surrenders any defense to its liability hereunder, or any right of counterclaim or offset of any nature or description which it may have or which may exist based upon, and shall be deemed to have consented to, any of the foregoing acts, omissions, things, agreements or waivers.

Guaranty Unconditional. Each Guarantor VCOC acknowledges and agrees that no change in the nature or terms of the Obligations, the Indenture or any of the Guaranteed Securities, Agreements or any other agreements, instruments or contracts evidencing, related to or attendant with the Obligations (including including, without limitation, any novation), nor any determination of lack of enforceability thereof, ) shall discharge all or any part of the liabilities and obligations of such Guarantor VCOC pursuant to the this Guaranty; it being the purpose and intent of the Guarantors, the Company, the Trustee VCOC and the Holders Secured Parties, and each of them, that the covenants, agreements and all liabilities and obligations of the Guarantors VCOC hereunder are absolute, unconditional and irrevocable under any and all circumstances. Without limiting the generality of the foregoing, each Guarantor VCOC agrees that until each and every one of the covenants and agreements of this Supplemental Indenture Guaranty is fully and indefeasibly performed, such Guarantor’s VCOC's undertakings hereunder shall not be released, in whole or in part, by reason of (a) any action or thing which might, but for this Section 3.57, be deemed a legal or equitable discharge of a surety or guarantor, or by reason of (b) any waiver or omission of the Company, the Trustee and the HoldersSecured Parties, or any of them, (c) the failure of the Secured Parties, or their failure any of them, to proceed promptly or otherwise, or by reason of (d) any action taken or omitted by the Company, the Trustee and the HoldersSecured Parties, or any of them, whether or not such action or failure to act varies or increases the risk of, or affects the rights or remedies of, such Guarantor of VCOC or by reason of (e) any further dealings among the Company, the Trustee and the Holders, or any of them, between VCFC or any other guarantor or surety, on the one hand, and each Guarantor the Secured Parties, or any of them, on the other hand. VCOC hereby expressly waives and surrenders any defense to its liability hereunder, or hereunder and any right of counterclaim or offset of any nature or description which it may have or which may exist based upon, and shall be deemed to have consented to, to any of the foregoing acts, omissions, things, agreements or waivers.

Guaranty Unconditional. Each Guarantor acknowledges and agrees that no change in the nature or terms of the Obligations, Guarantied Obligations or any of the Indenture or the Guaranteed SecuritiesLoan Documents, or other agreements, instruments or contracts evidencing, related to or attendant with the Guarantied Obligations (including any novation), nor any determination of lack of enforceability thereof, shall discharge all or any part of the liabilities and obligations of such Guarantor pursuant to the this Guaranty; it being the purpose and intent of the Guarantors, the Company, the Trustee each Guarantor and the Holders Guarantied Parties that the covenants, agreements and all liabilities and obligations of the Guarantors each Guarantor hereunder are absolute, unconditional and irrevocable under any and all circumstances. Without limiting the generality of the foregoing, each Guarantor agrees that until each and every one of the covenants and agreements of this Supplemental Indenture Guaranty is fully performed, such each Guarantor’s undertakings hereunder shall not be released, in whole or in part, by any action or thing which might, but for this Section 3.5paragraph of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, or by reason of any waiver or waiver, omission of the Company, the Trustee and the HoldersGuarantied Parties, or any of them, or their failure to proceed promptly or otherwise, or by reason of any action taken or omitted by the Company, the Trustee and the HoldersGuarantied Parties, or any of them, whether or not such action or failure to act varies or increases the risk of, or affects the rights or remedies of, such Guarantor or by reason of any further dealings among between the Company, the Trustee Borrower and the HoldersGuarantied Parties, or any of them, or any other guarantor or surety, and each Guarantor Guarantor, to the extent permitted by applicable law, hereby expressly waives and surrenders any defense to its liability hereunder, or any right of counterclaim or offset of any nature or description which it may have or which may exist based upon, and shall be deemed to have consented to, any of the foregoing acts, omissions, things, agreements or waivers.

Guaranty Unconditional. Each Guarantor acknowledges and agrees that no change in the nature or terms of the Obligations, Guarantied Obligations or any of the Indenture or the Guaranteed SecuritiesLoan Documents, or other agreements, instruments or contracts evidencing, related to or attendant with the Guarantied Obligations (including any novation), nor any determination of lack of enforceability thereof, shall discharge all or any part of the liabilities and obligations of such any Guarantor pursuant to the this Guaranty; it being the purpose and intent of the Guarantors, the Company, the Trustee each Guarantor and the Holders Guarantied Parties that the covenants, agreements and all liabilities and obligations of the Guarantors each Guarantor hereunder are absolute, unconditional and irrevocable under any and all circumstances. Without limiting the generality of the foregoing, each Guarantor agrees that until each and every one of the covenants and agreements of this Supplemental Indenture Guaranty is fully performed, such no Guarantor’s undertakings hereunder shall not be released, in whole or in part, by any action or thing which might, but for this Section 3.5of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, or by reason of any waiver or waiver, omission of the Company, the Trustee and the HoldersGuarantied Parties, or any of them, or their failure to proceed promptly or otherwise, or by reason of any action taken or omitted by the Company, the Trustee and the HoldersGuarantied Parties, or any of them, whether or not such action or failure to act varies or increases the risk of, or affects the rights or remedies of, such Guarantor or by reason of any further dealings among between the Company, the Trustee Borrower and the HoldersGuarantied Parties, or any of them, or any other guarantor or surety, and each Guarantor such Guarantor, to the extent permitted by Applicable Law, hereby expressly waives and surrenders any defense to its liability hereunder, or any right of counterclaim or offset of any nature or description which it may have or which may exist based upon, and shall be deemed to have consented to, any of the foregoing acts, omissions, things, agreements or waivers.

Guaranty Unconditional. Each The Guarantor acknowledges and ---------------------- agrees that no change in the nature or terms of the Obligations, the Indenture Obligations or any of the Guaranteed SecuritiesAgreements, or other agreements, instruments or contracts evidencing, related to or attendant with the Obligations (including any novation), nor any determination of lack of enforceability thereof, shall discharge all or any part of the liabilities and obligations of such the Guarantor pursuant to the this Guaranty; it being the purpose and intent of the GuarantorsGuarantor, the CompanyAdministrative Agent, the Trustee Issuing Bank and the Holders Banks that the covenants, agreements and all liabilities and obligations of the Guarantors Guarantor hereunder are absolute, unconditional and irrevocable under any and all circumstances. Without limiting the generality of the foregoing, each the Guarantor agrees that until each and every one of the covenants and agreements of this Supplemental Indenture Guaranty is fully performed, such the Guarantor’s 's undertakings hereunder shall not be released, in whole or in part, by any action or thing which might, but for this Section 3.5paragraph of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, or by reason of any waiver or omission of the CompanyAdministrative Agent, the Trustee Issuing Bank and the HoldersBanks, or any of them, or their failure to proceed promptly or otherwise, or by reason of any action taken or omitted by the CompanyAdministrative Agent, the Trustee Issuing Bank and the HoldersBanks, or any of them, whether or not such action or failure to act varies or increases the risk of, or affects the rights or remedies of, such the Guarantor or by reason of any further dealings among between the CompanyBorrower or any other guarantor or surety on the one hand, and the Administrative Agent, the Trustee Issuing Bank and the HoldersBanks, or any of them, or any on the other guarantor or suretyhand, and each the Guarantor hereby expressly waives and surrenders any defense to its liability hereunder, or any right of counterclaim or offset of any nature or description which it may have or which may exist hereunder based upon, and shall be deemed to have consented to, any of the foregoing acts, omissions, things, agreements or waivers.

Guaranty Unconditional. Each The Guarantor acknowledges and agrees that no change in the nature or terms of the Obligations, the Indenture Obligations or any of the Guaranteed SecuritiesAgreements, or other agreements, instruments or contracts evidencing, related to or attendant with the Obligations (including any novation), nor any determination of lack of enforceability thereof, shall discharge all or any part of the liabilities and obligations of such the Guarantor pursuant to the this Guaranty; it being the purpose and intent of the Guarantors, the Company, the Trustee Guarantor and the Holders Credit Parties that the covenants, agreements and all liabilities and obligations of the Guarantors Guarantor hereunder are absolute, unconditional and irrevocable under any and all circumstances. Without limiting the generality of the foregoing, each the Guarantor agrees that until each and every one of the covenants and agreements of this Supplemental Indenture Guaranty is fully performed, such the Guarantor’s 's undertakings hereunder shall not be released, in whole or in part, by any action or thing which might, but for this Section 3.5paragraph of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, or by reason of any waiver or waiver, omission of the Company, the Trustee and the HoldersCredit Parties, or any of them, or their failure to proceed promptly or otherwise, or by reason of any action taken or omitted by the Company, the Trustee and the HoldersCredit Parties, or any of them, whether or not such action or failure to act varies or increases the risk of, or affects the rights or remedies of, such the Guarantor or by reason of any further dealings among between the Company, Borrower on the Trustee one hand and the HoldersCredit Parties, or any of them, on the other hand or any other guarantor or surety, and each the Guarantor hereby expressly waives and surrenders any defense to its liability hereunder, or any right of counterclaim or offset of any nature or description which it may have or which may exist hereunder based upon, and shall be deemed to have consented to, any of the foregoing acts, omissions, things, agreements or waivers.

Guaranty Unconditional. Each Guarantor acknowledges and agrees that no change in the nature or terms of the Obligations, the Indenture any Secured Debt Agreement or the Guaranteed Securitiesany other agreement, instrument or other agreements, instruments or contracts contract evidencing, related to or attendant with the Obligations (including any novation), nor any determination of lack of enforceability thereof, shall discharge all or any part of the liabilities and obligations of such any Guarantor pursuant to the this Guaranty; it being the purpose and intent of the Guarantors, the Company, the Trustee Guarantors and the Holders Secured Parties that the covenants, agreements and all liabilities and obligations of the Guarantors hereunder are absolute, unconditional and irrevocable under any and all circumstances. Without limiting the generality of the foregoing, each Guarantor agrees that until each and every one of the covenants and agreements of this Supplemental Indenture Guaranty is fully performed, such no Guarantor’s undertakings hereunder shall not be released, in whole or in part, by any action or thing which might, but for this Section 3.5paragraph of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantorguarantor (other than indefeasible payment in full of the Obligations (other than contingent indemnification obligations not then due or asserted and only including the Banking Services Obligations to the extent due and payable as of the date of such payment), the termination, expiration or Cash Collateralization of all Letters of Credit, the termination of all Secured Hedging Agreements and the termination of all Commitments), or by reason of any waiver or waiver, omission of the Company, the Trustee and the HoldersSecured Parties, or any of them, or their failure to proceed promptly or otherwise, or by reason of any action taken or omitted by the Company, the Trustee and the HoldersSecured Parties, or any of them, whether or not such action or failure to act varies or increases the risk of, or affects the rights or remedies of, such Guarantor any Guarantor, except in the case of gross negligence or willful misconduct by the Secured Parties, or any of them, or by reason of any further dealings among the Company, the Trustee between any Obligor and the HoldersSecured Parties, or any of them, or any other guarantor or surety, and each Guarantor Guarantor, to the extent permitted by applicable law, hereby expressly waives and surrenders any defense to its liability hereunder, or any right of counterclaim or offset of any nature or description which it may have or which may exist based upon, and shall be deemed to have consented to, any of the foregoing acts, omissions, things, agreements or waivers.

Guaranty Unconditional. Each The Guarantor acknowledges and agrees that no change in the nature or terms of the Obligations, the Indenture Obligations or any of the Guaranteed SecuritiesAgreements, or other agreements, instruments or contracts evidencing, related to or attendant with the Obligations (including any novation), nor any determination of lack of enforceability thereof, shall discharge all or any part of the liabilities and obligations of such the Guarantor pursuant to the this Guaranty; it being the purpose and intent of the GuarantorsGuarantor, the CompanyBanks, the Trustee Swing Line Lender, and the Holders Administrative Agent that the covenants, agreements and all liabilities and obligations of the Guarantors Guarantor hereunder are absolute, unconditional and irrevocable under any and all circumstances. Without limiting the generality of the foregoing, each the Guarantor agrees that until each and every one of the covenants and agreements of this Supplemental Indenture Guaranty is fully performed, such the Guarantor’s 's undertakings hereunder shall not be released, in whole or in part, by any action or thing which might, but for this Section 3.5paragraph of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, or by reason of any waiver or waiver, omission of the CompanyBanks, the Trustee Swing Line Lender, and the HoldersAdministrative Agent, or any of them, or their failure to proceed promptly or otherwise, or by reason of any action taken or omitted by the CompanyBanks, the Trustee Swing Line Lender, and the HoldersAdministrative Agent, or any of them, whether or not such action or failure to act varies or increases the risk of, or affects the rights or remedies of, such the Guarantor or by reason of any further dealings among between the CompanyBorrower, the Trustee Banks, the Swing Line Lender, and the HoldersAdministrative Agent, or any of them, or any other guarantor or surety, and each the Guarantor hereby expressly waives and surrenders any defense to its liability hereunder, or any right of counterclaim or offset of any nature or description which it may have or which may exist based upon, and shall be deemed to have consented to, any of the foregoing acts, omissions, things, agreements or waivers.

Guaranty Unconditional. Each The Guarantor acknowledges and agrees that no change in the nature or terms of the Obligations, Guarantied Obligations or any of the Indenture or the Guaranteed SecuritiesLoan Documents, or other agreements, instruments or contracts evidencing, related to or attendant with the Guarantied Obligations (including any novation), nor any determination of lack of enforceability thereof, shall discharge all or any part of the liabilities and obligations of such the Guarantor pursuant to the this Guaranty; it being the purpose and intent of the Guarantors, the Company, the Trustee Guarantor and the Holders Guarantied Parties that the covenants, agreements and all liabilities and obligations of the Guarantors Guarantor hereunder are absolute, unconditional and irrevocable under any and all circumstances. Without limiting the generality of the foregoing, each the Guarantor agrees that until each and every one of the covenants and agreements of this Supplemental Indenture Guaranty is fully performed, such the Guarantor’s undertakings hereunder shall not be released, in whole or in part, by any action or thing which might, but for this Section 3.5paragraph of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, or by reason of any waiver or waiver, omission of the Company, the Trustee and the HoldersGuarantied Parties, or any of them, or their failure to proceed promptly or otherwise, or by reason of any action taken or omitted by the Company, the Trustee and the HoldersGuarantied Parties, or any of them, whether or not such action or failure to act varies or increases the risk of, or affects the rights or remedies of, such the Guarantor or by reason of any further dealings among between the Company, the Trustee Borrowers and the HoldersGuarantied Parties, or any of them, or any other guarantor or surety, and each Guarantor the Guarantor, to the extent permitted by Applicable Law, hereby expressly waives and surrenders any defense to its liability hereunder, or any right of counterclaim or offset of any nature or description which it may have or which may exist based upon, and shall be deemed to have consented to, any of the foregoing acts, omissions, things, agreements or waivers.

Guaranty Unconditional. Each The Guarantor acknowledges and agrees that no change in the nature or terms of the Obligations, Guarantied Obligations or any of the Indenture or the Guaranteed SecuritiesLoan Documents, or other agreements, instruments or contracts evidencing, related to or attendant with the Guarantied Obligations (including any novation), nor any determination of lack of enforceability thereof, shall discharge all or any part of the liabilities and obligations of such the Guarantor pursuant to the this Guaranty; it being the purpose and intent of the Guarantors, the Company, the Trustee Guarantor and the Holders Guarantied Parties that the covenants, agreements and all liabilities and obligations of the Guarantors Guarantor hereunder are absolute, unconditional and irrevocable under any and all circumstances. Without limiting the generality of the foregoing, each the Guarantor agrees that until each and every one of the covenants and agreements of this Supplemental Indenture Guaranty is fully performed, such the Guarantor’s undertakings hereunder shall not be released, in whole or in part, by any action or thing which might, but for this Section 3.5of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, or by reason of any waiver or waiver, omission of the Company, the Trustee and the HoldersGuarantied Parties, or any of them, or their failure to proceed promptly or otherwise, or by reason of any action taken or omitted by the Company, the Trustee and the HoldersGuarantied Parties, or any of them, whether or not such action or failure to act varies or increases the risk of, or affects the rights or remedies of, such the Guarantor or by reason of any further dealings among the Company, the Trustee Borrower and the HoldersGuarantied Parties, or any of them, or any other guarantor or surety, and each Guarantor the Guarantor, to the extent permitted by Applicable Law, hereby expressly waives and surrenders any defense to its liability hereunder, or any right of counterclaim or offset of any nature or description which it may have or which may exist based upon, and shall be deemed to have consented to, any of the foregoing acts, omissions, things, agreements or waivers.

Guaranty Unconditional. Each The Guarantor acknowledges and agrees that no change in the nature or terms of the Obligations, Guarantied Obligations or any of the Indenture or the Guaranteed SecuritiesLoan Documents, or other agreements, instruments or contracts evidencing, related to or attendant with the Guarantied Obligations (including any novation), nor any determination of lack of enforceability thereof, shall discharge all or any part of the liabilities and obligations of such the Guarantor pursuant to the this Guaranty; it being the purpose and intent of the Guarantors, the Company, the Trustee Guarantor and the Holders Guarantied Parties that the covenants, agreements and all liabilities and obligations of the Guarantors Guarantor hereunder are absolute, unconditional and irrevocable under any and all circumstances. Without limiting the generality of the foregoing, each the Guarantor agrees that until each and every one of the covenants and agreements of this Supplemental Indenture Guaranty is fully performed, such the Guarantor’s undertakings hereunder shall not be released, in whole or in part, by any action or thing which might, but for this Section 3.5paragraph of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, or by reason of any waiver or waiver, omission of the Company, the Trustee and the HoldersGuarantied Parties, or any of them, or their failure to proceed promptly or otherwise, or by reason of any action taken or omitted by the Company, the Trustee and the HoldersGuarantied Parties, or any of them, whether or not such action or failure to act varies or increases the risk of, or affects the rights or remedies of, such the Guarantor or by reason of any further dealings among the Company, the Trustee Borrowers and the HoldersGuarantied Parties, or any of them, or any other guarantor or surety, and each Guarantor the Guarantor, to the extent permitted by Applicable Law, hereby expressly waives and surrenders any defense to its liability hereunder, or any right of counterclaim or offset of any nature or description which it may have or which may exist based upon, and shall be deemed to have consented to, any of the foregoing acts, omissions, things, agreements or waivers.

Guaranty Unconditional. Each Guarantor acknowledges and agrees that no change in the nature or terms of the Obligations, the Indenture or the Guaranteed Securities, or other agreements, instruments or contracts evidencing, related to or attendant with the Obligations (including any novation), nor any determination of lack of enforceability thereof, shall discharge all or any part of the liabilities and The obligations of such Guarantor pursuant to the Guaranty; it being the purpose and intent of the Guarantors, the Company, the Trustee and the Holders that the covenants, agreements and all liabilities and obligations each of the Guarantors hereunder are absoluteshall be irrevocable, unconditional and irrevocable under any and all circumstances. Without absolute and, without limiting the generality of the foregoing, each Guarantor agrees that until each and every one of the covenants and agreements of this Supplemental Indenture is fully performed, such Guarantor’s undertakings hereunder shall not be released, discharged or otherwise affected by: any extension, renewal, settlement, indulgence, compromise, waiver or release of or with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations, whether (in whole any such case) by operation of law or otherwise, or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations; any modification or amendment of or supplement to the Credit Agreement, any Secured Derivatives Contracts, Secured Cash Management Agreement or any other Loan Document, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Guaranteed Obligations guaranteed hereby; any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for the Guaranteed Obligations; any change in the corporate, partnership, limited liability company or other existence, structure or ownership of the Parent or any of its Subsidiaries and the corresponding restructuring of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Borrower or any other guarantor of the Guaranteed Obligations, or any of their respective assets or any resulting release or discharge of any obligation of any Borrower or any other guarantor of any of the Guaranteed Obligations; the existence of any claim, setoff or other rights which the Guarantors may have at any time against the Borrowers, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Secured Party or any other Person, whether in connection herewith or in partconnection with any unrelated transactions (except after payment in full of the Guaranteed Obligations, which payments are not being contested or subject to ongoing proceedings for or an order directing disgorgement or reimbursement to any Loan Party), provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; the enforceability or validity of the Guaranteed Obligations or any action part thereof or thing the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against the Borrowers or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Secured Derivatives Contract, any Cash Management Agreement or any other Loan Document, or any provision of applicable law, decree, order or regulation purporting to prohibit the payment by the Borrowers or any other guarantor of the Guaranteed Obligations, of any of the Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed Obligations; the failure of the Administrative Agent to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any; the election by, or on behalf of, any one or more of the Secured Parties, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code; any borrowing or grant of a security interest by the Borrowers, as debtor-in-possession, under Section 364 of the Bankruptcy Code; the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Secured Parties or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations; the failure of any other guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereof; or any other act or omission to act or delay of any kind by the Borrowers, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Secured Party or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 3.54, be deemed constitute a legal or equitable discharge of a surety any Guarantor’s obligations hereunder or guarantorotherwise reduce, release, prejudice or by reason of any waiver or omission of the Company, the Trustee and the Holders, or any of them, or their failure to proceed promptly or otherwise, or by reason of any action taken or omitted by the Company, the Trustee and the Holders, or any of them, whether or not such action or failure to act varies or increases the risk of, or affects the rights or remedies of, such Guarantor or by reason of any further dealings among the Company, the Trustee and the Holders, or any of them, or any other guarantor or surety, and each Guarantor hereby expressly waives and surrenders any defense to extinguish its liability hereunder, or any right of counterclaim or offset of any nature or description which it may have or which may exist based upon, and shall be deemed to have consented to, any of the foregoing acts, omissions, things, agreements or waiversunder this Guaranty.

Guaranty Unconditional. Each The Guarantor acknowledges and agrees that no change in the nature or terms of the Obligations, Obligations or any of the Indenture or the Guaranteed SecuritiesGuarantied Agreements, or other agreements, instruments or contracts evidencing, related to or attendant with the Obligations (including any novation), nor any determination of lack of enforceability thereof, shall discharge all or any part of the liabilities and obligations of such the Guarantor pursuant to the this Guaranty; it being the purpose and intent of the Guarantors, the Company, the Trustee Guarantor and the Holders Guarantied Parties that the covenants, agreements agreements, and all liabilities and obligations of the Guarantors Guarantor hereunder are absolute, unconditional unconditional, and irrevocable under any and all circumstances. Without limiting the generality of the foregoing, each the Guarantor agrees that until each and every one of the covenants and agreements of this Supplemental Indenture Guaranty is fully performed, such the Guarantor’s 's undertakings hereunder shall not be released, in whole or in part, by any action or thing which might, but for this Section 3.5paragraph of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, or by reason of any waiver or waiver, omission of the Company, the Trustee and the HoldersGuarantied Parties, or any of them, or their failure to proceed promptly or otherwise, or by reason of any action taken or omitted by the Company, the Trustee and the HoldersGuarantied Parties, or any of them, whether or not such action or failure to act varies or increases the risk of, or affects the rights or remedies of, such the Guarantor or by reason of any further dealings among between the Company, the Trustee Borrower and the HoldersGuarantied Parties, or any of them, or any other guarantor or surety, and each Guarantor the Guarantor, to the extent permitted by Applicable Law, hereby expressly waives and surrenders any defense to its liability hereunder, or any right of counterclaim or offset of any nature or description which it may have or which may exist based upon, and shall be deemed to have consented to, any of the foregoing acts, omissions, things, agreements or waivers.

Guaranty Unconditional. Each Guarantor acknowledges and agrees that no change in the nature or terms of the Obligations, Guarantied Obligations or any of the Indenture or the Guaranteed SecuritiesLoan Documents, or other agreements, instruments or contracts evidencing, related to or attendant with the Guarantied Obligations (including any novation), nor any determination of lack of enforceability thereof, shall discharge all or any part of the liabilities and obligations of such any Guarantor pursuant to the this Guaranty; it being the purpose and intent of the Guarantors, the Company, the Trustee each Guarantor and the Holders Guarantied Parties that the covenants, agreements and all liabilities and obligations of the Guarantors each Guarantor hereunder are absolute, unconditional and irrevocable under any and all circumstances. Without limiting the generality of the foregoing, each Guarantor agrees that until each and every one of the covenants and agreements of this Supplemental Indenture Guaranty is fully performed, such no Guarantor’s undertakings hereunder shall not be released, in whole or in part, by any action or thing which might, but for this Section 3.5of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, or by reason of any waiver or waiver, omission of the Company, the Trustee and the HoldersGuarantied Parties, or any of them, or their failure to proceed promptly or otherwise, or by reason of any action taken or omitted by the Company, the Trustee and the HoldersGuarantied Parties, or any of them, whether or not such action or failure to act varies or increases the risk of, or affects the rights or remedies of, such Guarantor or by reason of any further dealings among between the Company, the Trustee Borrowers and the HoldersGuarantied Parties, or any of them, or any other guarantor or surety, and each Guarantor such Guarantor, to the extent permitted by Applicable Law, hereby expressly waives and surrenders any defense to its liability hereunder, or any right of counterclaim or offset of any nature or description which it may have or which may exist based upon, and shall be deemed to have consented to, any of the foregoing acts, omissions, things, agreements or waivers.

Guaranty Unconditional. Each The Guarantor acknowledges and agrees that no change in the nature or terms of the Obligations, Guarantied Obligations or any of the Indenture or the Guaranteed SecuritiesGuarantied Agreements, or other agreements, instruments or contracts evidencing, related to or attendant with the Guarantied Obligations (including any novation), nor any determination of lack of enforceability thereof, shall discharge all or any part of the liabilities and obligations of such the Guarantor pursuant to the this Guaranty; it being the purpose and intent of the Guarantors, the Company, the Trustee Guarantor and the Holders Guarantied Parties that the covenants, agreements and all liabilities and obligations of the Guarantors Guarantor hereunder are absolute, unconditional and irrevocable under any and all circumstances. Without limiting the generality of the foregoing, each the Guarantor agrees that until each and every one of the covenants and agreements of this Supplemental Indenture Guaranty is fully performed, such the Guarantor’s 's undertakings hereunder shall not be released, in whole or in part, by any action or thing which might, but for this Section 3.5paragraph of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, or by reason of any waiver or waiver, omission of the Company, the Trustee and the HoldersGuarantied Parties, or any of them, or their failure to proceed promptly or otherwise, or by reason of any action taken or omitted by the Company, the Trustee and the HoldersGuarantied Parties, or any of them, whether or not such action or failure to act varies or increases the risk of, or affects the rights or remedies of, such the Guarantor or by reason of any further dealings among between the Company, the Trustee Borrowers and the HoldersGuarantied Parties, or any of them, or any other guarantor or surety, and each Guarantor the Guarantor, to the extent permitted by Applicable Law, hereby expressly waives and surrenders any defense to its liability hereunder, or any right of counterclaim or offset of any nature or description which it may have or which may exist based upon, and shall be deemed to have consented to, any of the foregoing acts, omissions, things, agreements or waivers.

Guaranty Unconditional. Each Guarantor acknowledges and agrees that no change in the nature or terms of the ObligationsObligations or any Credit Document, the Indenture Secured Hedging Agreement or the Guaranteed Securitiesany other agreement, instrument or other agreements, instruments or contracts contract evidencing, related to or attendant with the Obligations (including any novation), nor any determination of lack of enforceability thereof, shall discharge all or any part of the liabilities and obligations of such any Guarantor pursuant to the this Guaranty; it being the purpose and intent of the Guarantors, the Company, the Trustee Guarantors and the Holders Secured Parties that the covenants, agreements and all liabilities and obligations of the Guarantors hereunder are absolute, unconditional and irrevocable under any and all circumstances. Without limiting the generality of the foregoing, each Guarantor agrees that until each and every one of the covenants and agreements of this Supplemental Indenture Guaranty is fully performed, such no Guarantor’s undertakings hereunder shall not be released, in whole or in part, by any action or thing which might, but for this Section 3.5paragraph of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, or by reason of any waiver or waiver, omission of the Company, the Trustee and the HoldersSecured Parties, or any of them, or their failure to proceed promptly or otherwise, or by reason of any action taken or omitted by the Company, the Trustee and the HoldersSecured Parties, or any of them, whether or not such action or failure to act varies or increases the risk of, or affects the rights or remedies of, such any Guarantor or by reason of any further dealings among the Company, the Trustee between any Obligor and the HoldersSecured Parties, or any of them, or any other guarantor or surety, and each Guarantor Guarantor, to the extent permitted by applicable law, hereby expressly waives and surrenders any defense to its liability hereunder, or any right of counterclaim or offset of any nature or description which it may have or which may exist based upon, and shall be deemed to have consented to, any of the foregoing acts, omissions, things, agreements or waivers.

Guaranty Unconditional. Each Guarantor Borrower acknowledges and agrees that no change in the nature or terms of the Obligations, Guarantied Obligations or any of the Indenture or the Guaranteed SecuritiesLoan Documents, or other agreements, instruments or contracts evidencing, related to or attendant with the Guarantied Obligations (including any novation), nor any determination of lack of enforceability thereof, shall discharge all or any part of the liabilities and obligations of such Guarantor any Borrower pursuant to the this Guaranty; it being the purpose and intent of the Guarantors, the Company, the Trustee each Borrower and the Holders Guarantied Parties that the covenants, agreements and all liabilities and obligations of the Guarantors each Borrower hereunder are absolute, unconditional and irrevocable under any and all circumstances. Without limiting the generality of the foregoing, each Guarantor Borrower agrees that until each and every one of the covenants and agreements of this Supplemental Indenture Guaranty is fully performed, such Guarantoreach Borrower’s undertakings hereunder shall not be released, in whole or in part, by any action or thing which might, but for this Section 3.5paragraph of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, or by reason of any waiver or waiver, omission of the Company, the Trustee and the HoldersGuarantied Parties, or any of them, or their failure to proceed promptly or otherwise, or by reason of any action taken or omitted by the Company, the Trustee and the HoldersGuarantied Parties, or any of them, whether or not such action or failure to act varies or increases the risk of, or affects the rights or remedies of, such Guarantor Borrower or by reason of any further dealings among the Companybetween any other Borrower, the Trustee and the HoldersGuarantied Parties, or any of them, or any other guarantor or surety, and each Guarantor such Borrower, to the extent permitted by Applicable Law, hereby expressly waives and surrenders any defense to its liability hereunder, or any right of counterclaim or offset of any nature or description which it may have or which may exist based upon, and shall be deemed to have consented to, any of the foregoing acts, omissions, things, agreements or waivers.