Common use of Guarantee Unconditional Clause in Contracts

Guarantee Unconditional. Subject to Section 6.08, the obligations of each of the Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (1) any extension, renewal, settlement, compromise, waiver or release in respect 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; (2) any modification or amendment of or supplement hereto or to the Indenture; (3) any change in the corporate existence, structure or ownership of the Company or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company, or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Company or any other guarantor of any of the Guaranteed Obligations; (4) the existence of any claim, setoff or other rights which the Guarantors may have at any time against the Company or any other guarantor of any of the Guaranteed Obligations, whether in connection herewith or any unrelated transactions; (5) any invalidity or unenforceability relating to or against the Company, or any other guarantor of any of the Guaranteed Obligations, for any reason related hereto or to the Indenture or any provision of applicable law or regulation purporting to prohibit the payment by the Company, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Note or any other amount payable by the Company hereunder or under the Indenture; (6) any law, regulation or order of any jurisdiction, or any other event affecting any term of any Guaranteed Obligation or any Holder’s rights with respect thereto; or (7) any other act or omission to act or delay of any kind by the Company, any other Guarantor of the Guaranteed Obligations or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of any Guarantor’s obligations hereunder.

Guarantee Unconditional. Subject to Section 6.08, the obligations of each of the Subsidiary Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (1) any extension, renewal, settlement, compromise, waiver or release in respect 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; (2) any modification or amendment of or supplement hereto or to the Indenture; (3) any change in the corporate existence, structure or ownership of the Company or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company, or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Company or any other guarantor of any of the Guaranteed Obligations; (4) the existence of any claim, setoff or other rights which the Subsidiary Guarantors may have at any time against the Company or any other guarantor of any of the Guaranteed Obligations, whether in connection herewith or any unrelated transactions; (5) any invalidity or unenforceability relating to or against the Company, or any other guarantor of any of the Guaranteed Obligations, for any reason related hereto or to the Indenture or any provision of applicable law or regulation purporting to prohibit the payment by the Company, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Note or any other amount payable by the Company hereunder or under the Indenture; (6) any law, regulation or order of any jurisdiction, or any other event affecting any term of any Guaranteed Obligation or any Holder’s rights with respect thereto; or (7) any other act or omission to act or delay of any kind by the Company, any other Subsidiary Guarantor of the Guaranteed Obligations or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of any Subsidiary Guarantor’s obligations hereunder.

Guarantee Unconditional. Subject to Section 6.08, the obligations of each of the Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, This Guarantee shall not be releasedimpaired by any modification, discharged supplement, extension or otherwise affected by: (1) amendment of any extensioncontract or agreement to which the parties thereto may hereafter agree, renewalnor by any modification, settlement, compromise, waiver release or release in respect other alteration of any of the Guaranteed Obligations or of any security therefore to which the parties thereto may hereafter agree, nor by any agreements or arrangements whatever with the Corporation or anyone else. The liability of the Guarantor hereunder is direct and unconditional and may be enforced without requiring the Trustee first to resort to any other right or security. The obligation of the Guarantor hereunder shall be irrevocable and unconditional irrespective of, shall not be affected or limited by, and shall not be subject to any defense, set-off, counterclaim or termination by reason of: (i) the legality, genuineness, validity, regularity or enforceability of this Guarantee or the liabilities of the Corporation guaranteed hereby; (ii) any provision of applicable law or regulation prohibiting the payment by the Corporation of the Guaranteed Obligations; or (iii) any other fact or circumstance which might otherwise constitute a defense to a guarantee including without limitation, the failure by the Trustee to perfect or continue the perfection of any security interest securing all or any part of the Guaranteed Obligations, by operation of law the invalidity or otherwise, or any obligation of any other guarantor unenforceability of any of the Guaranteed Obligations, or the release of any default, failure party guaranteeing all or delay, willful or otherwise, in the payment or performance a portion of the Guaranteed Obligations; (2) . The Guarantor confirms that in executing and delivering this Guarantee it has not relied on any modification representation, warranty or amendment of other statement or supplement hereto or to agreement by the Indenture; (3) any change in the corporate existence, structure or ownership Trustee. All recourses of the Company or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company, or any other guarantor of the Guaranteed Obligations, or Trustee hereunder shall be exercised in accordance with its assets or any resulting release or discharge of any obligation of the Company or any other guarantor of any of the Guaranteed Obligations; (4) the existence of any claim, setoff or other rights which the Guarantors may have at any time against the Company or any other guarantor of any of the Guaranteed Obligations, whether in connection herewith or any unrelated transactions; (5) any invalidity or unenforceability relating to or against the Company, or any other guarantor of any of the Guaranteed Obligations, for any reason related hereto or to the Indenture or any provision of applicable law or regulation purporting to prohibit the payment by the Company, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Note or any other amount payable by the Company hereunder or powers under the Original Trust Indenture; (6) any law, regulation or order of any jurisdiction, or any other event affecting any term of any Guaranteed Obligation or any Holder’s rights with respect thereto; or (7) any other act or omission to act or delay of any kind by the Company, any other Guarantor of the Guaranteed Obligations or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of any Guarantor’s obligations hereunder.

Guarantee Unconditional. Subject to Section 6.08, the The obligations of each of the Guarantors hereunder shall be Guarantor under this Guarantee are continuing, unconditional and absolute andabsolute, and without limiting the generality of the foregoing, shall will not be released, discharged discharged, diminished, limited or otherwise affected by: by (1and the Guarantor hereby consents to or waives, as applicable, to the fullest extent permitted by applicable law): (a) any extension, other indulgence, renewal, settlement, discharge, compromise, waiver waiver, subordination or release in respect of any of the Guaranteed ObligationsObligation, by operation of law security, Person 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; (2b) any modification or amendment of or supplement hereto or to the IndentureObligations, including any increase or decrease in the principal, the rates of interest or other amounts payable thereunder; (3c) any release, non-perfection or invalidity of any direct or indirect security for any Obligation; (d) any change in the corporate existence, structure structure, constitution, name, objects, powers, business, control or ownership of the Company Debtor or any other guarantor of any of the Guaranteed ObligationsPerson, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company, Debtor or any other guarantor of the Guaranteed Obligations, Person or its assets or any resulting release or discharge of any obligation of the Company or any other guarantor of any of the Guaranteed Obligationsassets; (4e) the existence of any claim, setoff set-off or other rights which the Guarantors Guarantor may have at any time against the Company Debtor, any of the Lenders or any other guarantor of any of the Guaranteed ObligationsPerson, whether in connection herewith or any unrelated transactions; (5f) any invalidity invalidity, illegality or unenforceability relating to or against the Company, or any other guarantor of any of the Guaranteed Obligations, for any reason related hereto or to the Indenture Debtor or any provision of applicable law or regulation purporting to prohibit the payment by the CompanyDebtor of the principal or interest under the Obligations; (g) any limitation, postponement, prohibition, subordination or other restriction on the rights of the Administrative Agent or any Lender to payment of the Obligations; (h) any release, substitution or addition of any cosigner, endorser or other guarantor of the Guaranteed Obligations; (i) any defence arising by reason of any failure of the Administrative Agent or any Lender to make any presentment, demand for performance, notice of non-performance, protest, and any other notice (including notice of acceptance of this Guarantee, partial payment or non-payment of all or any part of the Obligations and the existence, creation, or incurring of new or additional Obligations); (j) any defence arising by reason of any failure of the Administrative Agent or any Lender to proceed against the Debtor or any other Person, to proceed against, apply or exhaust any security held from the Debtor or any other Person for the Obligations, to proceed against, apply or exhaust any security held from the Guarantor or any other Person for this Guarantee or to pursue any other remedy in the power of the Administrative Agent or any Lender whatsoever; (k) any law which provides that the obligation of a guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal obligation or which reduces a guarantor’s obligation in proportion to the principal obligation; (l) any defence arising by reason of any incapacity, lack of authority, or interest on any Note other defence of the Debtor or any other amount payable Person, or by reason of any limitation, postponement, prohibition on the Administrative Agent’s or any Lender’s right to payment of the Obligations or any part thereof, or by reason of the cessation from any cause whatsoever of the liability of the Debtor or any other Person with respect to all or any part of the Obligations, or by reason of any act or omission of the Administrative Agent, any Lender or any other Person which directly or indirectly results in the discharge or release of the Debtor or any other Person or all or any part of the Obligations or any security or guarantee therefor, whether by contract, operation of law or otherwise; (m) any defence arising by reason of any failure by the Company hereunder Administrative Agent or under any Lender to obtain, perfect or maintain a perfected or prior (or any) security interest in or lien or encumbrance upon any property of the IndentureDebtor or any other Person, or by reason of any interest of the Administrative Agent or any Lender in any property, whether as owner thereof or the holder of a security interest therein or lien or encumbrance thereon, being invalidated, voided, declared fraudulent or preferential or otherwise set aside, or by reason of any impairment by the Administrative Agent or any Lender of any right to recourse or collateral; (6n) any law, regulation defence arising by reason of the failure of the Administrative Agent or order any Lender to mxxxxxxx any assets; (o) any defence based upon any failure of the Administrative Agent or any Lender to give to the Debtor or the Guarantor notice of any jurisdictionsale or other disposition of any property securing any or all of the Obligations or any guarantee thereof, or any defect in any notice that may be given in connection with any sale or other event affecting any term disposition of any Guaranteed Obligation such property, or any Holder’s rights failure of the Administrative Agent or any Lender to comply with respect theretoany provision of applicable law in enforcing any security interest in or lien upon any such property, including any failure by the Administrative Agent to dispose of any such property in a commercially reasonable manner; (p) any dealing whatsoever with the Debtor or other Person or any security, whether negligently or not, or any failure to do so; (q) any defence based upon or arising out of any bankruptcy, insolvency, reorganization, moratorium, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against the Debtor or any other Person, including any discharge of, or bar against collecting, any of the Obligations, in or as a result of any such proceeding; or (7r) any other act or omission to act or delay of any kind by the CompanyDebtor, the Administrative Agent or any Lender or any other Guarantor of the Guaranteed Obligations Person or any other circumstance whatsoever whatsoever, whether similar or dissimilar to the foregoing, which might, but for the provisions of this paragraphSection 3, constitute a legal or equitable discharge discharge, limitation or reduction of any the Guarantor’s obligations hereunderhereunder (other than the payment in full of all of the Obligations). The foregoing provisions apply (and the foregoing waivers will be effective) even if the effect of any action (or failure to take action) by the Administrative Agent or any Lender is to destroy or diminish the Guarantor’s subrogation rights, the Guarantor’s right to proceed against the Debtor for reimbursement, the Guarantor’s right to recover contribution from any other guarantor or any other right or remedy.

Guarantee Unconditional. Subject to Section 6.08, the The obligations of each of the Guarantors hereunder shall be Guarantor under this Guarantee are continuing, unconditional and absolute andabsolute, and without limiting the generality of the foregoing, shall will not be released, discharged discharged, diminished, limited or otherwise affected by: by (1and the Guarantor hereby consents to or waives, as applicable, to the fullest extent permitted by applicable law): (a) any extension, other indulgence, renewal, settlement, discharge, compromise, waiver waiver, subordination or release in respect of any of the Guaranteed ObligationsObligation, by operation of law security, Person 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; (2b) any modification or amendment of or supplement hereto or to the IndentureObligations, including any increase or decrease in the principal, the rates of interest or other amounts payable thereunder; (3c) any release, non-perfection or invalidity of any direct or indirect security for any Obligation; (d) any change in the corporate existence, structure structure, constitution, name, objects, powers, business, control or ownership of the Company Debtor or any other guarantor of any of the Guaranteed ObligationsPerson, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company, Debtor or any other guarantor of the Guaranteed Obligations, Person or its assets or any resulting release or discharge of any obligation of the Company or any other guarantor of any of the Guaranteed Obligationsassets; (4e) the existence of any claim, setoff set-off or other rights which the Guarantors Guarantor may have at any time against the Company Debtor, any of the Lenders or any other guarantor of any of the Guaranteed ObligationsPerson, whether in connection herewith or any unrelated transactions; (5f) any invalidity invalidity, illegality or unenforceability relating to or against the Company, or any other guarantor of any of the Guaranteed Obligations, for any reason related hereto or to the Indenture Debtor or any provision of applicable law or regulation purporting to prohibit the payment by the CompanyDebtor of the principal or interest under the Obligations; (g) any limitation, postponement, prohibition, subordination or other restriction on the rights of the Administrative Agent or any Lender to payment of the Obligations; (h) any release, substitution or addition of any cosigner, endorser or other guarantor of the Guaranteed Obligations; (i) any defence arising by reason of any failure of the Administrative Agent or any Lender to make any presentment, demand for performance, notice of non-performance, protest, and any other notice (including notice of acceptance of this Guarantee, partial payment or non-payment of all or any part of the Obligations and the existence, creation, or incurring of new or additional Obligations); (j) any defence arising by reason of any failure of the Administrative Agent or any Lender to proceed against the Debtor or any other Person, to proceed against, apply or exhaust any security held from the Debtor or any other Person for the Obligations, to proceed against, apply or exhaust any security held from the Guarantor or any other Person for this Guarantee or to pursue any other remedy in the power of the Administrative Agent or any Lender whatsoever; (k) any law which provides that the obligation of a guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal obligation or which reduces a guarantor’s obligation in proportion to the principal obligation; (l) any defence arising by reason of any incapacity, lack of authority, or interest on any Note other defence of the Debtor or any other amount payable Person, or by reason of any limitation, postponement, prohibition on the Administrative Agent’s or any Lender’s right to payment of the Obligations or any part thereof, or by reason of the cessation from any cause whatsoever of the liability of the Debtor or any other Person with respect to all or any part of the Obligations, or by reason of any act or omission of the Administrative Agent, any Lender or any other Person which directly or indirectly results in the discharge or release of the Debtor or any other Person or all or any part of the Obligations or any security or guarantee therefor, whether by contract, operation of law or otherwise; (m) any defence arising by reason of any failure by the Company hereunder Administrative Agent or under any Lender to obtain, perfect or maintain a perfected or prior (or any) security interest in or lien or encumbrance upon any property of the IndentureDebtor or any other Person, or by reason of any interest of the Administrative Agent or any Lender in any property, whether as owner thereof or the holder of a security interest therein or lien or encumbrance thereon, being invalidated, voided, declared fraudulent or preferential or otherwise set aside, or by reason of any impairment by the Administrative Agent or any Lender of any right to recourse or collateral; (6n) any law, regulation defence arising by reason of the failure of the Administrative Agent or order any Lender to xxxxxxxx any assets; (o) any defence based upon any failure of the Administrative Agent or any Lender to give to the Debtor or the Guarantor notice of any jurisdictionsale or other disposition of any property securing any or all of the Obligations or any guarantee thereof, or any defect in any notice that may be given in connection with any sale or other event affecting any term disposition of any Guaranteed Obligation such property, or any Holder’s rights failure of the Administrative Agent or any Lender to comply with respect theretoany provision of applicable law in enforcing any security interest in or lien upon any such property, including any failure by the Administrative Agent to dispose of any such property in a commercially reasonable manner; (p) any dealing whatsoever with the Debtor or other Person or any security, whether negligently or not, or any failure to do so; (q) any defence based upon or arising out of any bankruptcy, insolvency, reorganization, moratorium, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against the Debtor or any other Person, including any discharge of, or bar against collecting, any of the Obligations, in or as a result of any such proceeding; or (7r) any other act or omission to act or delay of any kind by the CompanyDebtor, the Administrative Agent or any Lender or any other Guarantor of the Guaranteed Obligations Person or any other circumstance whatsoever whatsoever, whether similar or dissimilar to the foregoing, which might, but for the provisions of this paragraphSection 3, constitute a legal or equitable discharge discharge, limitation or reduction of any the Guarantor’s obligations hereunderhereunder (other than the payment in full of all of the Obligations). The foregoing provisions apply (and the foregoing waivers will be effective) even if the effect of any action (or failure to take action) by the Administrative Agent or any Lender is to destroy or diminish the Guarantor’s subrogation rights, the Guarantor’s right to proceed against the Debtor for reimbursement, the Guarantor’s right to recover contribution from any other guarantor or any other right or remedy.

Guarantee Unconditional. Subject to Section 6.08, the The obligations of each of the Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall Guarantor under this Guarantee will not be released, discharged discharged, diminished, limited or otherwise affected by: by (1and the Guarantor hereby consents to or waives, as applicable, to the fullest extent permitted by applicable law): (a) any extension, other indulgence, renewal, settlement, compromise, compromise or waiver or release in respect of any of the Guaranteed Obligations, by operation of law or otherwise, Obligations or any obligation of any other guarantor of any of security for the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations; (2b) any modification or amendment of or supplement hereto or to the IndentureObligations; (3c) any release, non-perfection or invalidity of any direct or indirect security for the Obligations; (d) any change in the corporate existence, structure structure, constitution, name, objects, powers, business, control or ownership of the Company or any other guarantor of any of the Guaranteed ObligationsVendor, or any insolvency, bankruptcy, reorganization or other similar proceeding of or affecting the CompanyVendor or its assets (e) any defence arising by reason of any failure of the Purchaser to make any demand for performance, notice of non-performance or any other guarantor notice, including notice of all of the Guaranteed Obligationsfollowing: acceptance of this Guarantee, partial payment or non-payment of all or any part of the Obligations and the existence, creation, or its assets incurring of new or additional Obligations; (f) any resulting release or discharge defence arising by reason of any obligation failure of the Company Purchaser to proceed against the Vendor, to proceed against, apply or exhaust any security held from the Vendor or any other guarantor of Person for the Obligations, to proceed against, apply or exhaust any of security held from the Guaranteed Obligations; (4) the existence of any claim, setoff or other rights which the Guarantors may have at any time against the Company Guarantor or any other guarantor Person for this Guarantee or to pursue any other remedy in the power of the Purchaser whatsoever; (g) any defence arising by reason of any incapacity or lack of authority of the Guaranteed Obligations, whether in connection herewith or any unrelated transactionsVendor; (5h) any invalidity defence arising by reason of the failure of the Purchaser to marshall any assets; (i) any defence based upon or unenforceability relating to arising out of any xxxxxxxtcy, insolvency, reorganization, moratorium, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against the CompanyVendor, including without limitation, that based on the failure to file any claim relating to the Obligations owing to the Purchaser if the Vendor becomes subject to a bankruptcy, reorganization or similar proceeding. The foregoing provisions apply (and the foregoing waivers will be effective) even if the effect of any action (or failure to take action) by the Purchaser is to destroy or diminish the Guarantor's subrogation rights, the Guarantor's right to proceed against the Vendor for reimbursement, the Guarantor's right to recover contribution from any other guarantor or any other guarantor of any of the Guaranteed Obligations, for any reason related hereto right or to the Indenture or any provision of applicable law or regulation purporting to prohibit the payment by the Company, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Note or any other amount payable by the Company hereunder or under the Indenture; (6) any law, regulation or order of any jurisdiction, or any other event affecting any term of any Guaranteed Obligation or any Holder’s rights with respect thereto; or (7) any other act or omission to act or delay of any kind by the Company, any other Guarantor of the Guaranteed Obligations or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of any Guarantor’s obligations hereunderremedy.

Guarantee Unconditional. Subject to Section 6.08, the The obligations of each of the Guarantors hereunder Subsidiary Guarantor under this Article II shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (1) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed Obligationsany other Obligor under any Loan Document, 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; (2) any modification or amendment of or supplement hereto to any Loan Document (other than as specified in an amendment or to the Indenturewaiver of this Subsidiary Guaranty effected in accordance with Section 2.03); (3) any modification, amendment, waiver, release, non-perfection or invalidity of any direct or indirect security, or of any guaranty or other liability of any third party, for any obligation of any other Obligor under any Loan Document; any change in the corporate existence, structure or ownership of the Company or any other guarantor of any of the Guaranteed ObligationsObligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company, or any other guarantor of the Guaranteed Obligations, Obligor or its assets or any resulting release or discharge of any obligation of the Company or any other guarantor of Obligor contained in any of the Guaranteed ObligationsLoan Document; (4) the existence of any claim, setoff set-off or other rights which the Guarantors Subsidiary Guarantor may have at any time against any other Obligor, the Company Administrative Agent, any Lender or any other guarantor Person, whether or not arising in connection with the Loan Document; provided that nothing herein shall prevent the assertion of any of the Guaranteed Obligations, whether in connection herewith such claim by separate suit or any unrelated transactionscompulsory counterclaim; (5) any invalidity or unenforceability relating to or against the Company, or any other guarantor of any of the Guaranteed Obligations, Obligor for any reason related hereto or to the Indenture of any Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Company, or any other guarantor of the Guaranteed Obligations, Obligor of the principal of or interest on any Note Loan or any other amount payable by the Company hereunder or under the Indenture; (6) any law, regulation or order of any jurisdiction, or any other event affecting Obligor under any term of any Guaranteed Obligation or any Holder’s rights with respect theretoLoan Document; or (7) any other act or omission to act or delay of any kind by any other Obligor, the CompanyAdministrative Agent, any Lender or any other Guarantor of the Guaranteed Obligations Person or any other circumstance whatsoever which that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of any Guarantor’s the obligations hereunderof the Subsidiary Guarantor under this Article II.

Guarantee Unconditional. Subject The guarantee made by the Guarantor pursuant to this Section 6.08, the 7.02 is a guarantee of payment and performance and not of collection. The obligations of each of the Guarantors Guarantor hereunder shall be continuing, absolute and unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (1a) any invalidity, illegality or unenforceability against the Investor of this Agreement due to the lack of power or authority of the Investor to enter into or perform this Agreement or as a result of the bankruptcy, insolvency, dissolution, liquidation or reorganization or similar event affecting the Investor; (b) any modification, amendment, restatement, waiver by the Investor or rescission of, or any consent to the departure by the Investor from, any of the terms of this Agreement; (c) any exercise or non-exercise by the Company of any right or privilege under this Agreement and any notice of such exercise or non-exercise; (d) any extension, renewal, settlement, compromise, renewal or waiver or release in respect by the Investor of any of the Guaranteed Obligationsits obligations or liabilities under this Agreement, by operation of law Law or otherwise, or any obligation assignment of any other guarantor of any of such obligations or liabilities by the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed ObligationsCompany; (2) any modification or amendment of or supplement hereto or to the Indenture; (3e) any change in the corporate existence, structure or ownership of the Company or any other guarantor of any of the Guaranteed Obligations, or Investor; (f) any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company, or any other guarantor of the Guaranteed Obligations, Investor or its assets or any resulting release or discharge of the Investor’s obligations or liabilities under this Agreement; (g) any obligation of requirement that the Company exhaust any right or remedy or take any action against the Investor or any other guarantor of any Person before seeking to enforce the obligations of the Guaranteed ObligationsGuarantor under this Section 7.02; (4h) the existence of any claimdefense, setoff set-off or other rights which that the Guarantors Guarantor may have at any time against the Company or any other guarantor of any of the Guaranteed ObligationsPerson, whether in connection herewith or any unrelated transactions; or (5i) any invalidity or unenforceability relating suretyship defenses available to or against the Company, or any other guarantor of any of the Guaranteed Obligations, for any reason related hereto or to the Indenture or any provision of applicable law or regulation purporting to prohibit the payment by the Company, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Note or any other amount payable by the Company hereunder or under the Indenture; (6) any law, regulation or order of any jurisdiction, or any other event affecting any term of any Guaranteed Obligation or any Holder’s rights with respect thereto; or (7) any other act or omission to act or delay of any kind by the Company, any other Guarantor of the Guaranteed Obligations or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of any Guarantor’s obligations hereunderguarantor.

Guarantee Unconditional. Subject to Section 6.08, the The obligations of each of the Guarantors Guarantor hereunder shall be continuing, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (1) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed Obligationsany Borrower under this Agreement, 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; (2) any modification or amendment of or supplement hereto to this Agreement, including, without limitation, any increase or to decrease in the Indentureamounts payable hereunder or thereunder; (3) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of any Borrower under this Agreement; any change in the corporate existence, structure structure, name, powers, business, control or ownership of the Company or any other guarantor of any of the Guaranteed ObligationsBorrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company, or any other guarantor of the Guaranteed Obligations, Borrower or its assets or any resulting release or discharge of any obligation of the Company or any other guarantor of any of the Guaranteed ObligationsBorrower contained in this Agreement; (4) the existence of any claim, setoff set-off or other rights which the Guarantors Guarantor may have at any time against the Company any Borrower, any Agent, any Bank or any other guarantor of any of the Guaranteed ObligationsPerson, 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; (5) any invalidity or unenforceability relating to or against the Company, or any other guarantor of any of the Guaranteed Obligations, Borrower for any reason related hereto or to the Indenture of this Agreement, or any provision of applicable law or regulation purporting to prohibit the payment by the Company, or any other guarantor of the Guaranteed Obligations, Borrower of the principal of or interest on any Note Loan, Bankers' Acceptance Obligation, Letter of Credit Liability or any other amount payable by the Company hereunder or it under the Indenture; (6) any law, regulation or order of any jurisdiction, or any other event affecting any term of any Guaranteed Obligation or any Holder’s rights with respect theretothis Agreement; or (7) any other act or omission to act or delay of any kind by the Companyany Borrower, any Agent or Bank or any other Guarantor of the Guaranteed Obligations Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of any or defence to the Guarantor’s 's obligations hereunder.

Guarantee Unconditional. Subject Upon failure of payment when due of any amount so guaranteed for whatever reason, Union will be obligated to Section 6.08, pay the same immediately. Union hereby agrees that its obligations of each of the Guarantors hereunder shall be unconditional continuing, absolute and absolute andunconditional, without limiting irrespective of: any delays in obtaining or realizing upon or failure to obtain or realize upon Trust Property; the generality recovery of the foregoing, shall not be released, discharged any judgment against Procor or otherwise affected by: (1) Union; any extension, renewal, renewal settlement, compromise, waiver or release in respect of any obligation of Procor under this Pass Through Trust Agreement or the Guaranteed ObligationsProcor ETC, 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; (2) any modification or amendment of or supplement hereto to this Pass Through Trust Agreement or to the IndentureProcor ETC; (3) any change in the corporate existence, structure or ownership of the Company or any other guarantor of any of the Guaranteed ObligationsProcor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company, or any other guarantor of the Guaranteed Obligations, Procor or its assets or any resulting release or discharge of any obligation of Procor contained in this Pass Through Trust Agreement or the Company or any other guarantor of any of the Guaranteed ObligationsProcor ETC; (4) the existence of any claim, setoff set-off or other rights which the Guarantors Union may have at any time against Procor, the Company Pass Through Trustee, any Certificateholder or any other guarantor of any of the Guaranteed ObligationsPerson, whether in connection herewith or any unrelated transactions; (5) provided, that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; any invalidity or unenforceability relating to or against the Company, or any other guarantor of any of the Guaranteed Obligations, Procor for any reason related hereto of this Pass Through Trust Agreement or to the Indenture Procor ETC, or any provision of applicable law or regulation purporting to prohibit the payment by the Company, or any other guarantor of the Guaranteed Obligations, Procor of the principal of or interest on any Note the Procor ETC or any other amount payable by the Company hereunder or Procor under the Indenture; (6) any law, regulation or order of any jurisdictionthis Pass Through Trust Agreement, or any other event affecting any term of any Guaranteed Obligation or any Holder’s rights with respect theretothe Procor ETC; or (7) any other act or omission to act or delay of any kind by Procor, the CompanyPass Through Trustee, any Certificateholder, or any other Guarantor of the Guaranteed Obligations Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of any Guarantor’s Union's obligations hereunder. Union hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of Procor, any right to require a proceeding first against Procor, protest, notice and all demand whatsoever and covenants that this Guarantee will not be discharged except by the complete performance of the obligations contained in the Procor ETC, this Pass Through Trust Agreement and in this Article XII. Union's obligations hereunder shall remain in full force and effect until this Pass Through Trust Agreement shall have terminated and the principal of and interest on the Procor ETC and all other obligations payable by Procor relating thereto shall have been paid in full. If at any time the distribution of any payment of the principal of or interest with respect to the Procor ETC or any other amount payable by Procor under this Pass Through Trust Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of Procor or otherwise, Union's obligations hereunder with respect to such payment shall be reinstated as though such payment had been due but not made at such time, and this Article XII, to the extent theretofore discharged, shall be reinstated in full force and effect. Union irrevocably waives any and all rights to which it may be entitled, by operation of law or otherwise, upon making any payment hereunder to be subrogated to the rights of the payee against Procor with respect to such payment or otherwise to be reimbursed, indemnified or exonerated by Procor in respect thereof until all obligations of Procor under the Procor ETC are satisfied. Union further agrees that, as between Union, on the one hand, and the Certificateholders and the Pass Through Trustee, on the other hand, (i) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VI hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby and (ii) in the event of any declaration of acceleration of such obligations as provided in Article VI hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by Union for the purpose of this Article XII.

Guarantee Unconditional. Subject to Section 6.08, the The obligations of each of the Guarantors hereunder Guarantor under this Section 10 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged discharged, or otherwise affected by: (1a) any extension, renewal, settlement, compromise, waiver waiver, or release in respect of any obligation of the Guaranteed Obligations, Borrower or other obligor or of any other guarantor under this Agreement or any other Loan Document or 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; (2b) any modification or amendment of or supplement hereto to this Agreement or any other Loan Document or any agreement relating to the IndentureHedging Liability or Funds Transfer and Deposit Account Liability; (3c) any change in the corporate existence, structure structure, or ownership of the Company or any other guarantor of any of the Guaranteed Obligationsof, or any insolvency, bankruptcy, reorganization reorganization, or other similar proceeding affecting the Companyaffecting, Borrower or other obligor, any other guarantor, or any other guarantor of the Guaranteed Obligationstheir respective assets, or its assets or any resulting release or discharge of any obligation of the Company Borrower or other obligor or of any other guarantor of contained in any of the Guaranteed ObligationsLoan Document; (4d) the existence of any claim, setoff set off, or other rights which the Guarantors Borrower or other obligor or any other guarantor may have at any time against Administrative Agent, any Lender, the Company L/C Issuer or any other guarantor Person, whether or not arising in connection herewith; (e) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against Borrower or other obligor, any other guarantor, or any other Person or Property; (f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Guaranteed ObligationsBorrower or other obligor, whether in connection herewith regardless of what obligations of Borrower or any unrelated transactionsother obligor remain unpaid; (5g) any invalidity or unenforceability relating to or against the Company, Borrower or other obligor or any other guarantor of any of the Guaranteed Obligations, for any reason related hereto of this Agreement or of any other Loan Document or any agreement relating to the Indenture Hedging Liability or Funds Transfer and Deposit Account Liability or any provision of applicable law or regulation purporting to prohibit the payment by the Company, Borrower or other obligor or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Note Loan or any Reimbursement Obligation or any other amount payable by the Company hereunder or under the Indenture; (6) any law, regulation or order of any jurisdiction, Loan Documents or any other event affecting any term of any Guaranteed Obligation agreement relating to Hedging Liability or any Holder’s rights with respect theretoFunds Transfer and Deposit Account Liability; or (7h) any other act or omission to act or delay of any kind by the CompanyAdministrative Agent, any Lender, the L/C Issuer, or any other Guarantor of the Guaranteed Obligations Person or any other circumstance whatsoever which that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the obligations of any Guarantor’s obligations hereunder.Guarantor under this Section 10. Section 10.3

Guarantee Unconditional. Subject to Section 6.08, the (i) The obligations of each of the Guarantors hereunder shall be Credit Party under this Article X are continuing, unconditional and absolute and, without limiting the generality of the foregoing, shall will not be released, discharged discharged, diminished, limited or otherwise affected by: by (1and each Credit Party hereby consents to or waives, as applicable, to the fullest extent permitted by applicable law): (a) any extension, other indulgence, renewal, settlement, discharge, compromise, waiver waiver, subordination or release in respect of any of the Guaranteed ObligationsObligation, by operation of law security, Person 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; (2b) any modification or amendment of or supplement hereto or to the IndentureObligations, including any increase or decrease in the principal, the rates of interest or other amounts payable thereunder; (3c) any release, non perfection or invalidity of any direct or indirect security for any Obligation; (d) any change in the corporate existence, structure structure, constitution, name, objects, powers, business, control or ownership of the Company any Borrower or any other guarantor of any of the Guaranteed ObligationsPerson, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company, any Borrower or any other guarantor of the Guaranteed Obligations, person or its assets or any resulting release or discharge of any obligation of the Company or any other guarantor of any of the Guaranteed Obligationsassets; (4e) the existence of any claim, setoff or other rights which the Guarantors any Credit Party may have at any time against any Borrower, the Company Administrative Agent, the Collateral Agent, the Funding Agent, any Lender, or any other guarantor of any of the Guaranteed ObligationsPerson, whether in connection herewith or any unrelated transactions; (5f) any invalidity invalidity, illegality or unenforceability relating to or against the Company, or any other guarantor of any of the Guaranteed Obligations, for any reason related hereto or to the Indenture Borrower or any provision of applicable law or regulation purporting to prohibit the payment by any Borrower of the Companyprincipal or interest under the Obligations; (g) any limitation, postponement, prohibition, subordination or other restriction on the rights of the Administrative Agent, the Collateral Agent, the Funding Agent, or any Lender to payment of the Obligations; (h) any release, substitution or addition of any cosigner, endorser or other guarantor of the Guaranteed Obligations; (i) any defense arising by reason of any failure of the Administrative Agent, the Collateral Agent, the Funding Agent, or any Lender to make any presentment, demand for performance, notice of non performance, protest, and any other notice, including notice of all of the following: acceptance of this Article X, partial payment or non payment of all or any part of the Obligations and the existence, creation, or incurring of new or additional Obligations; (j) any defense arising by reason of any failure of the Administrative Agent, the Collateral Agent, the Funding Agent, or any Lender to proceed against any Borrower or any other Person, to proceed against, apply or exhaust any security held from any Borrower or any other Person for the Obligations, to proceed against, apply or exhaust any security held from any Credit Party or any other Person for this Article X or to pursue any other remedy in the power of the Administrative Agent, the Collateral Agent, the Funding Agent, or any Lender whatsoever; (k) any law which provides that the obligation of a guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal obligation or which reduces a guarantor’s obligation in proportion to the principal obligation; (l) any defense arising by reason of any incapacity, lack of authority, or interest on other defense of any Note Borrower or any other amount payable Person, or by reason of any limitation, postponement, prohibition on the Administrative Agent’s, the Collateral Agent’s, the Funding Agent’s, ’s or any Lender’s right to payment of the Obligations or any part thereof, or by reason of the cessation from any cause whatsoever of the liability of any Borrower or any other Person with respect to all or any part of the Obligations, or by reason of any act or omission of the Administrative Agent, the Collateral Agent, the Funding Agent, any Lender or others which directly or indirectly results in the discharge or release of any Borrower or any other Person or all or any part of the Obligations or any security or guarantee therefor, whether by contract, operation of law or otherwise; (m) any defense arising by reason of any failure by the Company hereunder or under Administrative Agent, the Indenture; (6) any lawCollateral Agent, regulation or order of any jurisdictionthe Funding Agent, or any other event affecting Lender to obtain, perfect or maintain a perfected or prior (or any) security interest in or lien or encumbrance upon any term property of any Guaranteed Obligation Borrower or any Holder’s rights other Person, or by reason of any interest of the Administrative Agent, the Collateral Agent, the Funding Agent, or any Lender in any property, whether as owner thereof or the holder of a security interest therein or lien or encumbrance thereon, being invalidated, voided, declared fraudulent or preferential or otherwise set aside, or by reason of any impairment by the Administrative Agent, the Collateral Agent, the Funding Agent, or any Lender of any right to recourse or collateral; (n) any defense arising by reason of the failure of the Administrative Agent, the Collateral Agent, the Funding Agent, or any Lender to xxxxxxxx any assets; (o) any defense based upon any failure of the Administrative Agent, the Collateral Agent, the Funding Agent, or any Lender to give to any Borrower or any Credit Party notice of any sale or other disposition of any property securing any or all of the Obligations or any guarantee thereof, or any defect in any notice that may be given in connection with respect theretoany sale or other disposition of any such property, or any failure of the Administrative Agent, the Collateral Agent, the Funding Agent, or any Lender to comply with any provision of applicable law in enforcing any security interest in or lien upon any such property, including any failure by the Administrative Agent, the Collateral Agent, the Funding Agent, to dispose of any such property in a commercially reasonable manner; (p) any dealing whatsoever with any Borrower or other Person or any security, whether negligently or not, or any failure to do so; (q) any defense based upon or arising out of any bankruptcy, insolvency, reorganization, moratorium, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Borrower or any other Person, including any discharge of, or bar against collecting, any of the Obligations, in or as a result of any such proceeding; or (7r) any other act or omission to act or delay of any kind by any Borrower, the CompanyAdministrative Agent, the Collateral Agent, the Funding Agent, any Lender, or any other Guarantor of the Guaranteed Obligations Person or any other circumstance whatsoever whatsoever, whether similar or dissimilar to the foregoing, which might, but for the provisions of this paragraphArticle X, constitute a legal or equitable discharge discharge, limitation or reduction of any GuarantorCredit Party’s obligations hereunderhereunder (other than the payment in full of all of the Obligations). The foregoing provisions apply (and the foregoing waivers will be effective) even if the effect of any action (or failure to take action) by the Administrative Agent, the Collateral Agent, the Funding Agent, or any Lender is to destroy or diminish any Credit Party’s subrogation rights, each Credit Party’s right to proceed against any Borrower for reimbursement, each Credit Party’s right to recover contribution from any other guarantor or any other right or remedy.

Guarantee Unconditional. Subject to Section 6.083.08, the obligations of each of the Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (1) any extension, renewal, settlement, compromise, waiver or release in respect 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; (2) any modification or amendment of or supplement hereto or to the Indenture; (3) any change in the corporate existence, structure or ownership of the Company or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company, or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Company or any other guarantor of any of the Guaranteed Obligations; (4) the existence of any claim, setoff or other rights which the Guarantors may have at any time against the Company or any other guarantor of any of the Guaranteed Obligations, whether in connection herewith or any unrelated transactions; (5) any invalidity or unenforceability relating to or against the Company, or any other guarantor of any of the Guaranteed Obligations, for any reason related hereto or to the Indenture or any provision of applicable law or regulation purporting to prohibit the payment by the Company, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Note or any other amount payable by the Company hereunder or under the Indenture; (6) any law, regulation or order of any jurisdiction, or any other event affecting any term of any Guaranteed Obligation or any Holder’s rights with respect thereto; or (7) any other act or omission to act or delay of any kind by the Company, any other Guarantor guarantor of the Guaranteed Obligations or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of any Guarantor’s obligations hereunder.

Guarantee Unconditional. Subject The guarantee made by the Guarantor pursuant to Section 6.08, the this Article III is a guarantee of payment and performance and not of collection. The obligations of each of the Guarantors Guarantor hereunder shall be continuing, absolute and unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (1a) any invalidity, illegality or unenforceability against the Investor of this Agreement due to the lack of power or authority of the Investor to enter into or perform this Agreement or as a result of the bankruptcy, insolvency, dissolution, liquidation or reorganization or similar event affecting the Investor; (b) any modification, amendment, restatement, waiver by the Investor or rescission of, or any consent to the departure by the Investor from, any of the terms of this Agreement; (c) any exercise or non-exercise by the Company of any right or privilege under this Agreement and any notice of such exercise or non-exercise; (d) any extension, renewal, settlement, compromise, renewal or waiver or release in respect by the Investor of any of the Guaranteed Obligationsits obligations or liabilities under this Agreement, by operation of law Law or otherwise, or any obligation assignment of any other guarantor of any of such obligations or liabilities by the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed ObligationsCompany; (2) any modification or amendment of or supplement hereto or to the Indenture; (3e) any change in the corporate existence, structure or ownership of the Company or any other guarantor of any of the Guaranteed Obligations, or Investor; (f) any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company, or any other guarantor of the Guaranteed Obligations, Investor or its assets or any resulting release or discharge of the Investor’s obligations or liabilities under this Agreement; (g) any obligation of requirement that the Company exhaust any right or remedy or take any action against the Investor or any other guarantor of any Person before seeking to enforce the obligations of the Guaranteed ObligationsGuarantor under this Article III; (4h) the existence of any claimdefense, setoff set-off or other rights which that the Guarantors Guarantor may have at any time against the Company or any other guarantor of any of the Guaranteed ObligationsPerson, whether in connection herewith or any unrelated transactions; (5) any invalidity or unenforceability relating to or against the Company, or any other guarantor of any of the Guaranteed Obligations, for any reason related hereto or to the Indenture or any provision of applicable law or regulation purporting to prohibit the payment by the Company, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Note or any other amount payable by the Company hereunder or under the Indenture; (6) any law, regulation or order of any jurisdiction, or any other event affecting any term of any Guaranteed Obligation or any Holder’s rights with respect thereto; or (7i) any other act or omission suretyship defenses available to act or delay of any kind by the Company, any other Guarantor of the Guaranteed Obligations or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of any Guarantor’s obligations hereunderguarantor.

Guarantee Unconditional. Subject Upon failure of payment when due of any amount so guaranteed for whatever reason, Union will be obligated to Section 6.08, pay the same immediately. Union hereby agrees that its obligations of each of the Guarantors hereunder shall be unconditional continuing, absolute and absolute andunconditional, without limiting irrespective of: any delays in obtaining or realizing upon or failure to obtain or realize upon Trust Property; the generality recovery of the foregoing, shall not be released, discharged any judgment against Procor or otherwise affected by: (1) Union; any extension, renewal, renewal settlement, compromise, waiver or release in respect of any obligation of Procor under this Pass Through Trust Agreement or the Guaranteed ObligationsProcor ETC, 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; (2) any modification or amendment of or supplement hereto to this Pass Through Trust Agreement or to the IndentureProcor ETC; (3) any change in the corporate existence, structure or ownership of the Company or any other guarantor of any of the Guaranteed ObligationsProcor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company, or any other guarantor of the Guaranteed Obligations, Procor or its assets or any resulting release or discharge of any obligation of Procor contained in this Pass Through Trust Agreement or the Company or any other guarantor of any of the Guaranteed ObligationsProcor ETC; (4) the existence of any claim, setoff set-off or other rights which the Guarantors Union may have at any time against Procor, the Company Pass Through Trustee, any Certificateholder or any other guarantor of any of the Guaranteed ObligationsPerson, whether in connection herewith or any unrelated transactions; (5) provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; any invalidity or unenforceability relating to or against the Company, or any other guarantor of any of the Guaranteed Obligations, Procor for any reason related hereto of this Pass Through Trust Agreement or to the Indenture Procor ETC, or any provision of applicable law or regulation purporting to prohibit the payment by the Company, or any other guarantor of the Guaranteed Obligations, Procor of the principal of or interest on any Note the Procor ETC or any other amount payable by the Company hereunder or Procor under the Indenture; (6) any law, regulation or order of any jurisdictionthis Pass Through Trust Agreement, or any other event affecting any term of any Guaranteed Obligation or any Holder’s rights with respect theretothe Procor ETC; or (7) any other act or omission to act or delay of any kind by Procor, the CompanyPass Through Trustee, any Certificateholder, or any other Guarantor of the Guaranteed Obligations Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of any Guarantor’s Union's obligations hereunder.. Union hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of

Guarantee Unconditional. Subject to Section 6.08, the The obligations of each of the Guarantors hereunder shall be Credit Party under this Section 12 are continuing, unconditional and absolute and, without limiting the generality of the foregoing, shall will not be released, discharged discharged, diminished, limited or otherwise affected by: by (1and each Credit Party hereby consents to or waives, as applicable, to the fullest extent permitted by applicable law): (a) any extension, other indulgence, renewal, settlement, discharge, compromise, waiver waiver, subordination or release in respect of any of the Guaranteed ObligationsObligation, by operation of law security, Person 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; (2b) any modification or amendment of or supplement hereto or to the IndentureObligations, including any increase or decrease in the principal, the rates of interest or other amounts payable thereunder; (3c) any release, non-perfection or invalidity of any direct or indirect security for any Obligation; (d) any change in the corporate existence, structure structure, constitution, name, objects, powers, business, control or ownership of the Company any Borrower or any other guarantor of any of the Guaranteed ObligationsPerson, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company, any Borrower or any other guarantor of the Guaranteed Obligations, person or its assets or any resulting release or discharge of any obligation of the Company or any other guarantor of any of the Guaranteed Obligationsassets; (4e) the existence of any claim, setoff set-off or other rights which the Guarantors any Credit Party may have at any time against any Borrower, the Company Agent, any Lender, or any other guarantor of any of the Guaranteed ObligationsPerson, whether in connection herewith or any unrelated transactions; (5f) any invalidity invalidity, illegality or unenforceability relating to or against the Company, or any other guarantor of any of the Guaranteed Obligations, for any reason related hereto or to the Indenture Borrower or any provision of applicable law or regulation purporting to prohibit the payment by any Borrower of the Companyprincipal or interest under the Obligations; (g) any limitation, postponement, prohibition, subordination or other restriction on the rights of the Agent or any Lender to payment of the Obligations; (h) any release, substitution or addition of any cosigner, endorser or other guarantor of the Guaranteed Obligations; (i) any defence arising by reason of any failure of the Agent or any Lender to make any presentment, demand for performance, notice of non-performance, protest, and any other notice, including notice of all of the following: acceptance of this Section 12.9, partial payment or non-payment of all or any part of the Obligations and the existence, creation, or incurring of new or additional Obligations; (j) any defence arising by reason of any failure of the Agent or any Lender to proceed against any Borrower or any other Person, to proceed against, apply or exhaust any security held from any Borrower or any other Person for the Obligations, to proceed against, apply or exhaust any security held from any Credit Party or any other Person for this Section 12.9 or to pursue any other remedy in the power of the Agent or any Lender whatsoever; (k) any law which provides that the obligation of a guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal obligation or which reduces a guarantor’s obligation in proportion to the principal obligation; (l) any defence arising by reason of any incapacity, lack of authority, or interest on other defence of any Note Borrower or any other amount payable Person, or by reason of any limitation, postponement, prohibition on the Agent’s or any Lender’s right to payment of the Obligations or any part thereof, or by reason of the cessation from any cause whatsoever of the liability of any Borrower or any other Person with respect to all or any part of the Obligations, or by reason of any act or omission of the Agent, any Lender or others which directly or indirectly results in the discharge or release of any Borrower or any other Person or all or any part of the Obligations or any security or guarantee therefor, whether by contract, operation of law or otherwise; (m) any defence arising by reason of any failure by the Company hereunder Agent or under any Lender to obtain, perfect or maintain a perfected or prior (or any) security interest in or lien or encumbrance upon any property of any Borrower or any other Person, or by reason of any interest of the IndentureAgent or any Lender in any property, whether as owner thereof or the holder of a security interest therein or lien or encumbrance thereon, being invalidated, voided, declared fraudulent or preferential or otherwise set aside, or by reason of any impairment by the Agent or any Lender of any right to recourse or collateral; (6n) any law, regulation defence arising by reason of the failure of the Agent or order any Lender to mxxxxxxx any assets; (o) any defence based upon any failure of the Agent or any Lender to give to any Borrower or any Credit Party notice of any jurisdictionsale or other disposition of any property securing any or all of the Obligations or any guarantee thereof, or any defect in any notice that may be given in connection with any sale or other event affecting any term disposition of any Guaranteed Obligation such property, or any Holder’s rights failure of the Agent or any Lender to comply with respect theretoany provision of applicable law in enforcing any security interest in or lien upon any such property, including any failure by the Agent to dispose of any such property in a commercially reasonable manner; (p) any dealing whatsoever with any Borrower or other person or any security, whether negligently or not, or any failure to do so; (q) any defence based upon or arising out of any bankruptcy, insolvency, reorganization, moratorium, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Borrower or any other Person, including any discharge of, or bar against collecting, any of the Obligations, in or as a result of any such proceeding; or (7r) any other act or omission to act or delay of any kind by any Borrower, the CompanyAgent, any Lender, or any other Guarantor of the Guaranteed Obligations Person or any other circumstance whatsoever whatsoever, whether similar or dissimilar to the foregoing, which might, but for the provisions of this paragraphSection 12, constitute a legal or equitable discharge discharge, limitation or reduction of any GuarantorCredit Party’s obligations hereunderhereunder (other than the payment in full of all of the Obligations). The foregoing provisions apply (and the foregoing waivers will be effective) even if the effect of any action (or failure to take action) by the Agent or any Lender is to destroy or diminish any Credit Party’s subrogation rights, each Credit Party’s right to proceed against any Borrower for reimbursement, each Credit Party’s right to recover contribution from any other guarantor or any other right or remedy.

Guarantee Unconditional. Subject to Section 6.08, the The obligations of each of the Guarantors hereunder Guarantor under this Section 12 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged discharged, or otherwise affected by: (1) 131. any extension, renewal, settlement, compromise, waiver waiver, or release in respect of any obligation of the Guaranteed Obligations, any Loan Party or other obligor or of any other guarantor under this Agreement or any other Loan Document or 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; (2) 132. any modification or amendment of or supplement hereto to this Agreement or any other Loan Document or any agreement relating to the IndentureHedging Liability or Funds Transfer and Deposit Account Liability; (3) 133. any change in the corporate existence, structure structure, or ownership of the Company or any other guarantor of any of the Guaranteed Obligationsof, or any insolvency, bankruptcy, reorganization reorganization, or other similar proceeding affecting affecting, the CompanyBorrower or any Guarantor or other obligor, any other guarantor, or any other guarantor of the Guaranteed Obligationstheir respective assets, or its assets or any resulting release or discharge of any obligation of any the Company Borrower or any Guarantor or other obligor or of any other guarantor of contained in any of the Guaranteed ObligationsLoan Document; (4) 134. the existence of any claim, setoff set-off, or other rights which the Guarantors Borrower, any Guarantor or other obligor or any other guarantor may have at any time against the Company Administrative Agent, any Lender, the L/C Issuer or any other guarantor Person, whether or not arising in connection herewith; 135. any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower, any Guarantor or other obligor, any other guarantor, or any other Person or Property; 136. any application of any sums by whomsoever paid or howsoever realized to any obligation of the Guaranteed ObligationsBorrower, whether in connection herewith any Guarantor or other obligor, regardless of what obligations of the Borrower, any unrelated transactionsGuarantor or other obligor remain unpaid; (5) 137. any invalidity or unenforceability relating to or against the CompanyBorrower, any Guarantor or other obligor or any other guarantor of any of the Guaranteed Obligations, for any reason related hereto of this Agreement or of any other Loan Document or any agreement relating to the Indenture Hedging Liability or Funds Transfer and Deposit Account Liability or any provision of applicable law or regulation 735490334 purporting to prohibit the payment by the CompanyBorrower, any Guarantor or other obligor or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Note Loan or any Reimbursement Obligation or any other amount payable by the Company hereunder or under the Indenture; (6) any law, regulation or order of any jurisdiction, Loan Documents or any other event affecting any term of any Guaranteed Obligation agreement relating to Hedging Liability or any Holder’s rights with respect theretoFunds Transfer and Deposit Account Liability; or (7) any other act or omission to act or delay of any kind by the Company, any other Guarantor of the Guaranteed Obligations or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of any Guarantor’s obligations hereunder.or

Guarantee Unconditional. Subject to Section 6.08, the The obligations of each of the Guarantors hereunder Guarantor under this Section 10 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged discharged, or otherwise affected by: (1a) any extension, renewal, settlement, compromise, waiver waiver, or release in respect of any obligation of the Guaranteed Obligations, Borrower or other obligor or of any other guarantor under this Agreement or any other Loan Document or 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; (2b) any modification or amendment of or supplement hereto to this Agreement or any other Loan Document or any agreement relating to the IndentureHedging Liability or Funds Transfer and Deposit Account Liability; (3c) any change in the corporate existence, structure structure, or ownership of the Company or any other guarantor of any of the Guaranteed Obligationsof, or any insolvency, bankruptcy, reorganization reorganization, or other similar proceeding affecting the Companyaffecting, Borrower or other obligor, any other guarantor, or any other guarantor of the Guaranteed Obligationstheir respective assets, or its assets or any resulting release or discharge of any obligation of the Company Borrower or other obligor or of any other guarantor of contained in any of the Guaranteed ObligationsLoan Document; (4d) the existence of any claim, setoff set off, or other rights which the Guarantors Borrower or other obligor or any other guarantor may have at any time against Administrative Agent, any Lender, the Company L/C Issuer or any other guarantor Person, whether or not arising in connection herewith; (e) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against Borrower or other obligor, any other guarantor, or any other Person or Property; (f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Guaranteed ObligationsBorrower or other obligor, whether in connection herewith regardless of what obligations of Borrower or any unrelated transactionsother obligor remain unpaid; (5g) any invalidity or unenforceability relating to or against the Company, Borrower or other obligor or any other guarantor of any of the Guaranteed Obligations, for any reason related hereto of this Agreement or to the Indenture of any other Loan Document or any provision of applicable law agreement relating to Hedging Liability or regulation purporting to prohibit the payment by the Company, Funds Transfer and Deposit Account Liability or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Note or any other amount payable by the Company hereunder or under the Indenture; (6) any law, regulation or order of any jurisdiction, or any other event affecting any term of any Guaranteed Obligation or any Holder’s rights with respect thereto; or (7) any other act or omission to act or delay of any kind by the Company, any other Guarantor of the Guaranteed Obligations or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of any Guarantor’s obligations hereunder.any

Guarantee Unconditional. Subject to Section 6.08, the The obligations of each of the Guarantors hereunder Guarantor under this Section 8 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (1a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed Obligationsany other Obligor under any Loan Document, 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; (2b) any modification or amendment of or supplement hereto or to the Indentureany Loan Document; (3c) any modification, amendment, waiver, release, non-perfection or invalidity of any direct or indirect security, or of any guarantee or other liability of any third party, for any obligation of any other Obligor under any Loan Document; (d) any change in the corporate existence, structure or ownership of the Company or any other guarantor of any of the Guaranteed ObligationsObligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company, or any other guarantor of the Guaranteed Obligations, Obligor or its assets or any resulting release or discharge of any obligation of the Company or any other guarantor of Obligor contained in any of the Guaranteed ObligationsLoan Document; (4e) the existence of any claim, setoff set-off or other rights which the Guarantors Guarantor may have at any time against the Company any other Obligor or any other guarantor Person, whether or not arising in connection with any Loan Document, provided that nothing herein shall prevent the assertion of any of the Guaranteed Obligations, whether in connection herewith such claim by separate suit or any unrelated transactionscompulsory counterclaim; (5f) any invalidity or unenforceability relating to or against the Company, or any other guarantor of any of the Guaranteed Obligations, Obligor for any reason related hereto or to the Indenture of any Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Company, or any other guarantor of the Guaranteed Obligations, Obligor of the principal of or interest on any the Note or any other amount payable by the Company hereunder or it under the Indenture; (6) any law, regulation or order of any jurisdiction, or any other event affecting any term of any Guaranteed Obligation or any Holder’s rights with respect theretoLoan Document; or (7g) any other act or omission to act or delay of any kind by the Companyany other Obligor, any Lender or any other Guarantor of the Guaranteed Obligations Person or any other circumstance whatsoever which that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of any Guarantor’s the obligations hereunderof the Guarantor under this Section 8. 8.2.

Guarantee Unconditional. Subject to Section 6.08, the The obligations of each of the Guarantors hereunder Guarantor under this Section 12 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged discharged, or otherwise affected by: (1a) any extension, renewal, settlement, compromise, waiver waiver, or release in respect of any obligation of the Guaranteed Obligations, Borrower or other obligor or of any other guarantor under this Agreement or any other Loan Document or 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; (2b) any modification or amendment of or supplement hereto to this Agreement or any other Loan Document or any agreement relating to the IndentureHedging Liability; (3c) any change in the corporate existence, structure structure, or ownership of the Company or any other guarantor of any of the Guaranteed Obligationsof, or any insolvency, bankruptcy, reorganization reorganization, or other similar proceeding affecting affecting, the CompanyBorrower or other obligor, any other guarantor, or any other guarantor of the Guaranteed Obligationstheir respective assets, or its assets or any resulting release or discharge of any obligation of the Company Borrower or other obligor or of any other guarantor of contained in any of the Guaranteed ObligationsLoan Document; (4d) the existence of any claim, setoff set-off, or other rights which the Guarantors Borrower or other obligor or any other guarantor may have at any time against the Company Administrative Agent, any Lender, or any other guarantor Person, whether or not arising in connection herewith; (e) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower or other obligor, any other guarantor, or any other Person or Property; (f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Guaranteed ObligationsBorrower or other obligor, whether in connection herewith regardless of what obligations of the Borrower or any unrelated transactionsother obligor remain unpaid; (5g) any invalidity or unenforceability relating to or against the Company, Borrower or other obligor or any other guarantor of any of the Guaranteed Obligations, for any reason related hereto of this Agreement or of any other Loan Document or any agreement relating to the Indenture Hedging Liability or any provision of applicable law or regulation purporting to prohibit the payment by the Company, Borrower or other obligor or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Note or any Reimbursement Obligation or any other amount payable by the Company hereunder or under the Indenture; (6) any law, regulation or order of any jurisdiction, Loan Documents or any other event affecting any term of any Guaranteed Obligation or any Holder’s rights with respect theretoagreement relating to Hedging Liability; or (7h) any other act or omission to act or delay of any kind by the CompanyAdministrative Agent, any Lender, or any other Guarantor of the Guaranteed Obligations Person or any other circumstance whatsoever which that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the obligations of any Guarantor’s obligations hereunderGuarantor under this Section 12.

Guarantee Unconditional. Subject to Section 6.083.08, the obligations of each of the Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (1) any extension, renewal, settlement, compromise, waiver or release in respect 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; (2) any modification or amendment of or supplement hereto or to the Indenture; (3) any change in the corporate existence, structure or ownership of the Company or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company, or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Company or any other guarantor of any of the Guaranteed Obligations; (4) the existence of any claim, setoff or other rights which the Guarantors may have at any time against the Company or Company, any other guarantor of any of the Guaranteed Obligations, whether in connection herewith or any unrelated transactions; (5) any invalidity or unenforceability relating to or against the Company, or any other guarantor of any of the Guaranteed Obligations, for any reason related hereto or to the Indenture or any provision of applicable law or regulation purporting to prohibit the payment by the CompanyBorrower, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Note or any other amount payable by the Company hereunder or under the Indenture; (6) any law, regulation or order of any jurisdiction, or any other event affecting any term of any Guaranteed Obligation or any Holder’s rights with respect thereto; or (7) any other act or omission to act or delay of any kind by the Company, any other Guarantor guarantor of the Guaranteed Obligations or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of any Guarantor’s obligations hereunder.

Guarantee Unconditional. Subject to Section 6.08, the The obligations of each of the Guarantors hereunder Guarantor under this Article 2 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (1a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed ObligationsBorrower under any Loan Document, 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; (2b) any modification or amendment of or supplement hereto to any Loan Document (other than as specified in an amendment or to the Indenturewaiver of this Subsidiary Guaranty effected in accordance with Section 2.03); (3c) any modification, amendment, waiver, release, non-perfection or invalidity of any direct or indirect security, or of any guaranty or other liability of any third-party, for any obligation of the Borrower under any Loan Document; (d) any change in the corporate existence, structure or ownership of the Company or any other guarantor of any of the Guaranteed ObligationsBorrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company, or any other guarantor of the Guaranteed Obligations, Borrower or its assets or any resulting release or discharge of any obligation of the Company or Borrower contained in any other guarantor of any of the Guaranteed ObligationsLoan Document; (4e) the existence of any claim, setoff set-off or other rights which the Guarantors Guarantor may have at any time against the Company Borrower, the Administrative Agent, any Lender or any other guarantor Person, whether or not arising in connection with the Loan Document; provided that nothing herein shall prevent the assertion of any of the Guaranteed Obligations, whether in connection herewith such claim by separate suit or any unrelated transactionscompulsory counterclaim; (5f) any invalidity or unenforceability relating to or against the Company, or any other guarantor of any of the Guaranteed Obligations, Borrower for any reason related hereto or to the Indenture of any Loan Document, or any provision of applicable law or regulation of any jurisdiction purporting to prohibit the payment by the Company, or any other guarantor of the Guaranteed Obligations, Borrower of the principal of or interest on any Note Loan or any other amount payable by the Company hereunder or Borrower under the Indenture; (6) any law, regulation or order of any jurisdiction, or any other event affecting any term of any Guaranteed Obligation or any Holder’s rights with respect theretoLoan Document; or (7g) any other act or omission to act or delay of any kind by the CompanyBorrower, the Administrative Agent, any Lender or any other Guarantor of the Guaranteed Obligations Person or any other circumstance whatsoever which that C-2 might, but for the provisions of this paragraph, constitute a legal or equitable discharge of any Guarantor’s the obligations hereunder.of the Guarantor under this Article 2. Section 2.03