Common use of Guarantee Absolute Clause in Contracts

Guarantee Absolute. Each Guarantor guarantees that the Guaranteed Liabilities shall be paid strictly in accordance with the terms of this Agreement and the Swap Agreements to which any Secured Party is a party. The liability of each Guarantor hereunder is absolute and unconditional irrespective of: (a) any change in the time, manner or place of payment of, or in any other term of, all or any of the Loan Documents or the Guaranteed Liabilities, or any other amendment or waiver of or any consent to departure from any of the terms of any Loan Document or Guaranteed Liability, including any increase or decrease in the rate of interest thereon; (b) any release or amendment or waiver of, or consent to departure from, any other guaranty or support document, or any exchange, release or non-perfection of any collateral, for all or any of the Loan Documents or Guaranteed Liabilities; (c) any present or future law, regulation or order of any jurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of any Loan Document or Guaranteed Liability; (d) without being limited by the foregoing, any lack of validity or enforceability of any Loan Document or Guaranteed Liability; and (e) any other setoff, defense or counterclaim whatsoever (in any case, whether based on contract, tort or any other theory) with respect to the Loan Documents or the transactions contemplated thereby which might constitute a legal or equitable defense available to, or discharge of, the Borrower or a Guarantor.

Guarantee Absolute. Each Guarantor guarantees that the Guaranteed Liabilities shall be paid strictly in accordance with the terms of this Agreement and the Swap Agreements to which any Secured Party is a partyAgreement. The liability of each Guarantor hereunder is absolute and unconditional irrespective of: (a) any change in the time, manner or place of payment of, or in any other term of, all or any of the Loan Documents or the Guaranteed Liabilities, or any other amendment or waiver of or any consent to departure from any of the terms of any Loan Document or Guaranteed Liability, including any increase or decrease in the rate of interest thereon; (b) any release or amendment or waiver of, or consent to departure from, any other guaranty or support document, or any exchange, release or non-perfection of any collateral, for all or any of the Loan Documents or Guaranteed Liabilities; (c) any present or future law, regulation or order of any jurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of any Loan Document or Guaranteed Liability; (d) without being limited by the foregoing, any lack of validity or enforceability of any Loan Document or Guaranteed Liability; and (e) any other setoff, defense or counterclaim whatsoever (in any case, whether based on contract, tort or any other theory) with respect to the Loan Documents or the transactions contemplated thereby which might constitute a legal or equitable defense available to, or discharge of, the Borrower or a GuarantorGuarantor (other than the defense of payment or performance).

Guarantee Absolute. Each Guarantor guarantees that The occurrence of any one or more of the Guaranteed Liabilities following shall be paid strictly in accordance with not affect, limit, reduce, discharge or terminate the terms of this Agreement and the Swap Agreements to which any Secured Party is a party. The liability of each such Guarantor hereunder is absolute hereunder, which shall remain primary, absolute, irrevocable and unconditional irrespective of: as described above: (aA) Any modification or amendment (including by way of amendment, extension, renewal or waiver), or any acceleration or other change in the time, manner or place time for payment or performance, of payment ofthe Obligations, any Loan Document or any other agreement or instrument whatsoever relating to the Obligations, or in any modification of the Commitments; (B) any release, termination, waiver, abandonment, lapse, expiration, subordination or enforcement of any other term of, all guaranty of or insurance for any of the Loan Documents Obligations, or the Guaranteed Liabilitiesnon-perfection or release of any collateral for any of the Obligations; (C) any application by any of the Secured Parties of the proceeds of any other guaranty of or insurance for any of the Obligations to the payment of any of the Obligations; (D) any settlement, compromise, release, liquidation or enforcement by any of the Secured Parties of any of the Obligations; (E) the giving by any of the Secured Parties of any consent to the merger or consolidation of, the sale of substantial assets by, or other restructuring or termination of the corporate existence of, any Obligor or any other Person, or to any disposition of any shares by any Obligor or any other Person; (F) any proceeding by any of the Secured Parties against any Obligor or any other Person or in respect of any collateral for any of the Obligations, or the exercise by any of the Secured Parties of any of their rights, remedies, powers and privileges under the Loan Documents, regardless of whether any of the Secured Parties shall have proceeded against or exhausted any collateral, right, remedy, power or privilege before proceeding to call upon or otherwise enforce this Agreement; (G) the entering into any other transaction or business dealings with any Obligor, or any other amendment or waiver of or Person; or (H) any consent to departure from any combination of the terms of any Loan Document or Guaranteed Liability, including any increase or decrease in the rate of interest thereon; (b) any release or amendment or waiver of, or consent to departure from, any other guaranty or support document, or any exchange, release or non-perfection of any collateral, for all or any of the Loan Documents or Guaranteed Liabilities; (c) any present or future law, regulation or order of any jurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of any Loan Document or Guaranteed Liability; (d) without being limited by the foregoing, any lack of validity or enforceability of any Loan Document or Guaranteed Liability; and (e) any other setoff, defense or counterclaim whatsoever (in any case, whether based on contract, tort or any other theory) with respect to the Loan Documents or the transactions contemplated thereby which might constitute a legal or equitable defense available to, or discharge of, the Borrower or a Guarantor.

Guarantee Absolute. Each Guarantor guarantees that the Guaranteed Liabilities shall be paid strictly in accordance with the terms of this Agreement and the Swap Agreements to which any Secured Party is a partyHedging Contracts. The liability of each Guarantor hereunder is absolute and unconditional irrespective of: (a) any change in the time, manner or place of payment of, or in any other term of, all or any of the Loan Documents or the Guaranteed Liabilities, or any other amendment or waiver of or any consent to departure from any of the terms of any Loan Document or Guaranteed Liability, including any increase or decrease in the rate of interest thereon; (b) any release or amendment or waiver of, or consent to departure from, any other guaranty or support document, or any exchange, release or non-perfection of any collateral, for all or any of the Loan Documents or Guaranteed Liabilities; (c) any present or future law, regulation or order of any jurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of any Loan Document or Guaranteed Liability; (d) without being limited by the foregoing, any lack of validity or enforceability of any Loan Document or Guaranteed Liability; and (e) any other setoff, defense or counterclaim whatsoever (in any case, whether based on contract, tort or any other theory) with respect to the Loan Documents or the transactions contemplated thereby which might constitute a legal or equitable defense available to, or discharge of, the Borrower Borrowers or a Guarantor.

Guarantee Absolute. Each Guarantor guarantees that the Guaranteed Liabilities shall be paid strictly in accordance with the terms of this Agreement and the Swap Agreements to which any Secured Party Lender Counterparty is a party. The liability of each Guarantor hereunder is absolute and unconditional irrespective of: (a) any change in the time, manner or place of payment of, or in any other term of, all or any of the Loan Documents or the Guaranteed Liabilities, or any other amendment or waiver of or any consent to departure from any of the terms of any Loan Document or Guaranteed Liability, including any increase or decrease in the rate of interest thereon; (b) any release or amendment or waiver of, or consent to departure from, any other guaranty or support document, or any exchange, release or non-perfection of any collateral, for all or any of the Loan Documents or Guaranteed Liabilities; (c) any present or future law, regulation or order of any jurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of any Loan Document or Guaranteed Liability; (d) without being limited by the foregoing, any lack of validity or enforceability of any Loan Document or Guaranteed Liability; and (e) any other setoff, defense or counterclaim whatsoever (in any case, whether based on contract, tort or any other theory) with respect to the Loan Documents or the transactions contemplated thereby which might constitute a legal or equitable defense available to, or discharge of, the Borrower or a Guarantor.

Guarantee Absolute. Each Guarantor guarantees guaranties that the Guaranteed Liabilities shall Obligations will be paid strictly in accordance with the terms of this Agreement the Loan Documents, without set-off or counterclaim, and regardless of any applicable law now or hereafter in effect in any jurisdiction affecting any of such terms or the Swap Agreements to which any Secured Party is a partyrights of the Guaranteed Parties with respect thereto. The liability of each Guarantor hereunder is under this Guarantee shall be absolute and unconditional irrespective of: : (a) any lack of validity or enforceability of any provision of any other Loan Document or any other agreement or instrument relating to any Loan Document or avoidance or subordination of any of the Guaranteed Obligations; (b) any change in the time, manner or place of payment of, or in any other term of, or any increase in the amount of, all or any of the Loan Documents or the Guaranteed LiabilitiesObligations, or any other amendment or waiver of any term of, or any consent to departure from any of the terms of any Loan Document or Guaranteed Liability, including any increase or decrease in the rate of interest thereon; (b) any release or amendment or waiver requirement of, or consent to departure from, any other guaranty or support document, or the Loan Documents; (c) any exchange, release or non-perfection of any collateralLien on any collateral for, for or any release of the Borrower or amendment or waiver of any term of any other guarantee of, or any consent to departure from any requirement of any other guarantee of, all or any of the Loan Documents or Guaranteed Liabilities; (c) any present or future law, regulation or order of any jurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of any Loan Document or Guaranteed Liability; Obligations; (d) without being limited by the foregoing, any lack of validity or enforceability absence of any Loan Document attempt to collect any of the Guaranteed Obligations from the Borrower or any other action to enforce the same or the election of any remedy by any of the Guaranteed Liability; and Parties; (e) any other setoffwaiver, defense consent, extension, forbearance or counterclaim whatsoever (in granting of any case, whether based on contract, tort or indulgence by any other theory) of the Guaranteed Parties with respect to any provision of any other Loan Document; (f) the Loan Documents election by any of the Guaranteed Parties in any proceeding under any Debtor Relief Law; (g) any borrowing or grant of a security interest by the transactions contemplated thereby Borrower, as debtor-in-possession, under any Debtor Relief Law; or (h) any other circumstance which might otherwise constitute a legal or equitable discharge or defense available to, or discharge of, of the Borrower or a Guarantorthe Guarantor other than payment or performance of the Obligations.

Guarantee Absolute. Each Guarantor guarantees that the Guaranteed Liabilities shall be paid strictly in accordance with the terms of this Agreement and the Swap Agreements to which any Secured Party is a partyHedging Contracts. The liability of each Guarantor hereunder is absolute and unconditional irrespective of: (a) any change in the time, manner or place of payment of, or in any other term of, all or any of the Loan Documents or the Guaranteed Liabilities, or any other amendment or waiver of or any consent to departure from any of the terms of any Loan Document or Guaranteed Liability, including any increase or decrease in the rate of interest thereon; (b) any release or amendment or waiver of, or consent to departure from, any other guaranty or support document, or any exchange, release or non-perfection of any collateral, for all or any of the Loan Documents or Guaranteed Liabilities; (c) any present or future law, regulation or order of any jurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of any Loan Document or Guaranteed Liability; (d) without being limited by the foregoing, any lack of validity or enforceability of any Loan Document or Guaranteed Liability; and (e) any other setoff, defense or counterclaim whatsoever (in any case, whether based on contract, tort or any other theory) with respect to the Loan Documents or the transactions contemplated thereby which might constitute a legal or equitable defense available to, or discharge of, the Borrower or a Guarantor.

Guarantee Absolute. Each Guarantor guarantees that the Guaranteed Liabilities shall be paid strictly in accordance with the terms of this Agreement and the Swap Agreements to which any Secured Party is a party. The liability of each Guarantor hereunder is absolute and unconditional irrespective of: (a) any change in the time, manner or place of payment of, or in any other term of, all or any of the Loan Documents or the Guaranteed Liabilities, or any other amendment or waiver of or any consent to departure from any of the terms of any Loan Document or Guaranteed Liability, including any increase or decrease in the rate of interest thereon; (b) any release or amendment or waiver of, or consent to departure from, any other guaranty or support document, or any exchange, release or non-perfection of any collateral, for all or any of the Loan Documents or Guaranteed Liabilities; (c) any present or future law, regulation or order of any jurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of any Loan Document or Guaranteed Liability; (d) without being limited by the foregoing, any lack of validity or enforceability of any Loan Document or Guaranteed Liability; and (e) any other setoff, defense or counterclaim whatsoever (in any case, whether based on contract, tort or any other theory) with respect to the Loan Documents or the transactions contemplated thereby which might constitute a legal or equitable defense available to, or discharge of, the Borrower or a Guarantor.

Guarantee Absolute. Each Guarantor guarantees that the Guaranteed Liabilities shall be paid strictly in accordance with the terms of this Agreement Agreement, the Swap Agreements and the Swap Cash Management Agreements to which any Secured Party is a party. The liability of each Guarantor hereunder is absolute and unconditional irrespective of: (a) any change in the time, manner or place of payment of, or in any other term of, all or any of the Loan Documents or the Guaranteed Liabilities, or any other amendment or waiver of or any consent to departure from any of the terms of any Loan Document or Guaranteed Liability, including any increase or decrease in the rate of interest thereon; (b) any release or amendment or waiver of, or consent to departure from, any other guaranty or support document, or any exchange, release or non-perfection of any collateral, for all or any of the Loan Documents or Guaranteed Liabilities; (c) any present or future law, regulation or order of any jurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of any Loan Document or Guaranteed Liability; (d) without being limited by the foregoing, any lack of validity or enforceability of any Loan Document or Guaranteed Liability; and (e) any other setoff, defense or counterclaim whatsoever (in any case, whether based on contract, tort or any other theory) with respect to the Loan Documents or the transactions contemplated thereby which might constitute a legal or equitable defense available to, or discharge of, the Borrower or a GuarantorGuarantor (other than the defense of payment or performance).

Guarantee Absolute. Each Guarantor guarantees that the Guaranteed Liabilities shall be paid strictly in accordance with the terms of this Agreement and the Swap Agreements to which any Secured Party is a party. The liability of each Guarantor hereunder is absolute and unconditional irrespective of: (a) any change in the time, manner or place of payment of, or in any other term of, all or any of the Loan Documents or the Guaranteed Liabilities, or any other amendment or waiver of or any consent to departure from any of the terms of any Loan Document or Guaranteed Liability, including any increase or decrease in the rate of interest thereon; (b) any release or amendment or waiver of, or consent to departure from, any other guaranty or support document, or any exchange, release or non-perfection of any collateralCollateral, for all or any of the Loan Documents or Guaranteed Liabilities; (c) any present or future law, regulation or order of any jurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of any Loan Document or Guaranteed Liability; (d) without being limited by the foregoing, any lack of validity or enforceability of any Loan Document or Guaranteed Liability; and (e) any other setoff, defense or counterclaim whatsoever (in any case, whether based on contract, tort or any other theory) with respect to the Loan Documents or the transactions contemplated thereby which might constitute a legal or equitable defense available to, or discharge of, the Borrower or a Guarantor.

Guarantee Absolute. Each Guarantor guarantees that the Guaranteed Liabilities shall be paid strictly in accordance with the terms of this Agreement and the Swap Agreements to which any Secured Party is a partyAgreement. The liability of each Guarantor hereunder is absolute and unconditional irrespective of: (a) any change in the time, manner or place of payment of, or in any other term of, all or any of the Loan Documents or Swap Agreements or the Guaranteed Liabilities, or any other amendment or waiver of or any consent to departure from any of the terms of any Loan Document or Swap Agreement or Guaranteed Liability, including any increase or decrease in the rate of interest thereon; (b) any release or amendment or waiver of, or consent to departure from, any other guaranty or support document, or any exchange, release or non-perfection of any collateral, for all or any of the Loan Documents Documents, Swap Agreements or Guaranteed Liabilities; (c) any present or future law, regulation or order of any jurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of any Loan Document Document, Swap Agreement or Guaranteed Liability; (d) without being limited by the foregoing, any lack of validity or enforceability of any Loan Document Document, Swap Agreement or Guaranteed Liability; and (e) any other setoff, defense or counterclaim whatsoever (in any case, whether based on contract, tort or any other theory) with respect to the Loan Documents Documents, the Swap Agreements or the transactions contemplated thereby which might constitute a legal or equitable defense available to, or discharge of, the Borrower or a Guarantor.

Guarantee Absolute. Each Guarantor guarantees that the Guaranteed Liabilities shall be paid strictly in accordance with the terms of this Agreement and the Swap Agreements to which any Secured Party is a party. The liability of each the Guarantor hereunder is shall be absolute and unconditional irrespective of: and shall not be affected by: (a) any lack of validity or enforceability of any of the Guaranteed Obligation; any change in the time, manner or place of payment of, of the Guaranteed Obligation; or in any other term of, all the failure on the part of the Borrower or any of the Loan Documents or the Guaranteed Liabilities, or any other amendment or waiver of or any consent Other Guarantors to departure from carry out any of the terms of any Loan Document or Guaranteed Liability, including any increase or decrease in the rate of interest thereon; Obligation; (b) any release impossibility, impracticability, frustration of purpose, illegality, force majeure or amendment act of government; (c) the bankruptcy, winding-up, liquidation, dissolution or waiver of, or consent to departure from, any other guaranty or support document, or any exchange, release or non-perfection insolvency of any collateral, for all the Borrower or any of the Loan Documents Other Guarantors, the Agent or Guaranteed Liabilities; the Lenders or any of them or any party to any agreement to which the Agent, the Lenders, the Borrower or the Other Guarantors or any of them is a party; (cd) any present lack or future limitation of power, incapacity or disability on the part of any of the Borrower or the Other Guarantors or of the directors, partners or agents thereof or any other irregularity, defect or informality on the part of any of the Borrower or the Other Guarantors in its obligations to the Agent or the Lenders or any of them; (e) any change or changes in the name, corporate existence or structure of any of the Borrower or Guarantors; (f) any other law, regulation or order of any jurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of any Loan Document or Guaranteed Liability; (d) without being limited by the foregoing, any lack of validity or enforceability of any Loan Document or Guaranteed Liability; and (e) any other setoff, defense or counterclaim whatsoever (in any case, whether based on contract, tort or any other theory) with respect to the Loan Documents or the transactions contemplated thereby circumstance which might otherwise constitute a legal or equitable defense defence available to, or a discharge of, any of the Borrower or a Guarantorthe Other Guarantors in respect of any or all of the Guaranteed Obligation.

Guarantee Absolute. Each Subsidiary Guarantor guarantees that the Guaranteed Liabilities shall Obligations will be paid strictly in accordance with the terms of the Original Indenture and this Agreement and Thirtieth Supplemental Indenture, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the Swap Agreements to which any Secured Party is a partyrights of Holders of the Notes or the Trustee with respect thereto. The liability of each Subsidiary Guarantor hereunder is under its Guarantee shall be absolute and unconditional irrespective of: : (a) any lack of validity, enforceability or genuineness of any provision of the Original Indenture or this Thirtieth Supplemental Indenture, the Notes or any other agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, any or all or any of the Loan Documents or the Guaranteed LiabilitiesObligations, or any other amendment or waiver of or any consent to departure from any of the terms of any Loan Document or Guaranteed Liability, including any increase or decrease in the rate of interest thereon; Indenture; (bc) any release or amendment or waiver of, or consent to departure from, any other guaranty or support document, or any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guarantee, for all or any of the Loan Documents or Guaranteed Liabilities; (c) any present or future law, regulation or order of any jurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of any Loan Document or Guaranteed Liability; Obligations; (d) without being limited the absence of any action to enforce same, or any waiver or consent by the foregoing, Trustee or any lack Holder of validity or enforceability Notes with respect to any provisions of any Loan Document or Guaranteed Liabilitythe Indenture; and or (e) any other setoff, defense or counterclaim whatsoever (in any case, whether based on contract, tort or any other theory) with respect to the Loan Documents or the transactions contemplated thereby which circumstance that might otherwise constitute a legal or equitable defense available to, or a discharge of, the Borrower Issuer or a Subsidiary Guarantor.

Guarantee Absolute. Each Guarantor guarantees that the Guaranteed Liabilities shall be paid strictly in accordance with the terms of this Agreement and the Swap Agreements to which any Secured Party is a partyother Loan Documents. The liability of each Guarantor hereunder is absolute and unconditional irrespective of: (a) any change in the time, manner or place of payment of, or in any other term of, all or any of the Loan Documents or the Guaranteed Liabilities, or any other amendment or waiver of or any consent to departure from any of the terms of any Loan Document or Guaranteed Liability, including any increase or decrease in the rate of interest thereon; (b) any release or amendment or waiver of, or consent to departure from, any other guaranty or support document, or any exchange, release or non-perfection of any collateral, for all or any of the Loan Documents or Guaranteed Liabilities; (c) any present or future law, regulation or order of any jurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of any Loan Document or Guaranteed Liability; (d) without being limited by the foregoing, any lack of validity or enforceability of any Loan Document or Guaranteed Liability; and (e) any other setoff, defense or counterclaim whatsoever (in any case, whether based on contract, tort or any other theory) with respect to the Loan Documents or the transactions contemplated thereby which might constitute a legal or equitable defense available to, or discharge of, the Borrower or a Guarantor.

Guarantee Absolute. Each Guarantor guarantees that the Guaranteed Liabilities shall be paid strictly in accordance with the terms of this Agreement and the Swap Agreements to which any Secured Party is a party. The Guarantor’s liability of each Guarantor hereunder is absolute and unconditional irrespective of any matter or circumstance whatsoever with respect to the Obligations which might constitute a defense available to, or discharge of: , Obligor or a guarantor, including, without limitation: (a) any change in the amount, time, manner or place of payment of, or in any other term of, all or any of the Loan Documents or the Guaranteed LiabilitiesObligation, or any other amendment or waiver of or any consent to departure from any of the terms of any Loan Document or Guaranteed Liability, including any increase or decrease in the rate of interest thereon; Obligation; (b) any release or amendment or waiver of, or consent to departure from, any other guaranty guarantee or support document, or any exchange, release or non-perfection of any collateral, for all or any of the Loan Documents or Guaranteed Liabilities; Obligation; (c) any present or future law, regulation or order of any jurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of any Loan Document or Guaranteed Liability; (d) without being limited by the foregoing, any lack of validity or enforceability of any Loan Document Obligation; (d) any injunction, stay or Guaranteed Liability; and similar action in any bankruptcy, insolvency or other proceeding barring or limiting payment of any Obligation by Obligor; (e) the absence of any other setoff, defense action to enforce any Obligation or counterclaim whatsoever any collateral therefor; (f) the rendering of any judgment against Obligor or any action to enforce the same; (g) any bankruptcy or insolvency of Obligor or any similar event or circumstance or any proceeding relating thereto; (h) any event or circumstance constituting fraud in any case, whether based on contract, tort the inducement or any other theorysimilar event or circumstance; and (i) with respect to the Loan Documents any lack or the transactions contemplated thereby which might constitute a legal limitation of status or equitable defense available toof power, or discharge ofany incapacity or disability, of Obligor, or of any other guarantor or obligor in respect of any Obligation, or any change whatsoever in the Borrower objects, capital structure, constitution or a Guarantorbusiness of Obligor.

Guarantee Absolute. Each Guarantor guarantees that the Guaranteed Liabilities shall be paid strictly in accordance with the terms of this Agreement and the Swap Agreements to which any Secured Party is a partyAgreement. The liability of each Guarantor hereunder is absolute and unconditional irrespective of: (ai) any change in the time, manner or place of payment of, or in any other term of, all or any of the Loan Documents or the Guaranteed Liabilities, or any other amendment or waiver of or any consent to departure from any of the terms of any Loan Document or Guaranteed Liability, including any increase or decrease in the rate of interest thereon; (bii) any release or amendment or waiver of, or consent to departure from, any other guaranty guarantee or support document, or any exchange, release or non-perfection of any collateral, for all or any of the Loan Documents or Guaranteed Liabilities; (ciii) any present or future law, regulation or order of any jurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of any Loan Document or Guaranteed Liability; (div) without being limited by the foregoing, any lack of validity or enforceability of any Loan Document or Guaranteed Liability; and (ev) any other setoff, defense or counterclaim whatsoever (in any case, whether based on contract, tort or any other theory) with respect to the Loan Documents or the transactions contemplated thereby which might constitute a legal or equitable defense available to, or discharge of, the Borrower or a GuarantorGuarantor (other than the defense of payment or performance).

Guarantee Absolute. Each The Guarantor guarantees that the Guaranteed Liabilities shall Obligations will be paid strictly in accordance with their terms and the terms of this Agreement and Guarantee, regardless of any Law, regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the Swap Agreements to which any Secured Party is a partyrights of the Investors with respect thereto. The liability of each the Guarantor hereunder is under this Guarantee shall be absolute and unconditional irrespective of: : (a) any sale, transfer or assignment by any Investor of any Preferred Units or any right, title, benefit or interest of such Investor therein or thereto; (b) any amendment or change in or to, or any repeal, modification or waiver of the LLC Agreement or any other agreement evidencing, securing or otherwise executed in connection with any of the Guaranteed Obligations; (c) any change in the timename, shareholders, constitution, capacity, capital or the articles, by-laws or other constating documents of the Guarantor; (d) any change in the name, members, constitution, capacity, membership interests or the constating documents of the Issuer; (e) any partial payment by the Issuer, or any release or waiver, by operation of Law or otherwise, of the performance or observance by the Issuer of any express or implied agreement, covenant, term or condition relating to the Preferred Units to be performed or observed by the Issuer; (f) the extension of time for, or any change in the place or manner of, the payment by the Issuer of all or any portion of the Guaranteed Obligations or the extension of time for, or any change in the place or manner of, the performance of payment any other obligation under, arising out of, or in connection with, the LLC Agreement; (g) any failure, omission, delay or lack of diligence on the part of any Investor to enforce, assert or exercise any right, privilege, power or remedy conferred on such Investor pursuant to the terms of the LLC Agreement, or any action on the part of any Investor granting indulgence or extension of any kind; (h) subject to Section 4.1.2, the recovery of any judgment against the Issuer, any voluntary or involuntary liquidation, dissolution, sale of any collateral, winding up, merger or amalgamation of the Issuer or the Guarantor, any sale or other term disposition of all or substantially all of the assets of the Issuer, or any judicial or extrajudicial receivership, insolvency, bankruptcy, assignment for the benefit of, all or proposal to, creditors, reorganization, moratorium, arrangement, composition with creditors, or readjustment of debt of, or other proceedings affecting the Issuer, the Guarantor or any of the Loan Documents assets of the Issuer or the Guarantor; (i) any circumstance, act or omission that would prevent subrogation operating in favour of the Guarantor; (j) any illegality, invalidity of, or defect or deficiency or unenforceability in, the LLC Agreement; (k) the settlement or compromise of any obligation guaranteed hereby or hereby incurred; (l) any defense by the Issuer to immunity from suit or any suretyship defense that might be available to the Guarantor; or (m) any other circumstance, act or omission that might otherwise constitute a defence available to, or a discharge of, the Issuer in respect of any of the Guaranteed LiabilitiesObligations, or the Guarantor in respect of any of the Guaranteed Obligations (other than, and to the extent of, the payment or satisfaction thereof), it being the intent of the Guarantor that its obligations in respect of the Guaranteed Obligations shall be absolute and unconditional under all circumstances and shall not be discharged except by payment in full of the Guaranteed Obligations. None of the Investors shall be bound or obliged to seek to enforce or exhaust its recourse against the Issuer or any other amendment persons or waiver of or any consent to departure from any of the terms of any Loan Document or Guaranteed Liability, including any increase or decrease in the rate of interest thereon; (b) any release or amendment or waiver of, or consent to departure from, take any other guaranty or support document, or any exchange, release or non-perfection of any collateral, for all or any of action against the Loan Documents or Guaranteed Liabilities; (c) any present or future law, regulation or order of any jurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of any Loan Document or Guaranteed Liability; (d) without being limited by the foregoing, any lack of validity or enforceability of any Loan Document or Guaranteed Liability; and (e) any other setoff, defense or counterclaim whatsoever (in any case, whether based on contract, tort Issuer or any other theory) persons before being entitled to demand payment from the Guarantor hereunder. There shall be no obligation of an Investor to give notice to, or obtain the consent of, the Guarantor with respect to the Loan Documents or happening of any of the transactions contemplated thereby which might constitute a legal or equitable defense available to, or discharge of, the Borrower or a Guarantorforegoing.

Guarantee Absolute. Each Guarantor guarantees that the Guaranteed Liabilities shall be paid strictly in accordance with the terms of this Agreement and the Swap Agreements to which any Secured Party is a party. The liability of each Guarantor hereunder is absolute and unconditional irrespective of: (a) any change in the time, manner or place of payment of, or in any other term of, all or any of the Loan Documents or the Guaranteed Liabilities, or any other amendment or waiver of or any consent to departure from any of the terms of any Loan Document or Guaranteed Liability, including any increase or decrease in the rate of interest thereon; (b) any release or amendment or waiver of, or consent to departure from, any other guaranty or support document, or any exchange, release or non-perfection of any collateral, for all or any of the Loan Documents or Guaranteed Liabilities; (c) any present or future law, regulation or order of any jurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of any Loan Document or Guaranteed Liability; (d) without being limited by the foregoing, any lack of validity or enforceability of any Loan Document or Guaranteed Liability; and (e) any other setoff, defense or counterclaim whatsoever (in any case, whether based on contract, tort or any other theory) with respect to the Loan Documents or the transactions contemplated thereby which might constitute a legal or equitable defense available to, or discharge of, the Borrower or a GuarantorGuarantor (other than the defense of payment or performance).

Guarantee Absolute. Each Guarantor guarantees that the Guaranteed Liabilities shall Indebtedness will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any Lender with respect thereto. The Indebtedness of each Guarantor under or in respect of this Agreement Guarantee are independent of the Indebtedness of any other Credit Party under or in respect of the Loan Documents, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce this Guarantee, irrespective of whether any action is brought against the Swap Agreements to which Borrower or any Secured other Credit Party or whether the Borrower or any other Credit Party is a partyjoined in any such action or actions. The liability of each Guarantor hereunder is under this Guarantee shall be irrevocable, absolute and unconditional irrespective of: (a) , and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: a. any lack of validity or enforceability of any provision under this Agreement, any Credit Document or any agreement or instrument relating thereto; b. any change in the time, manner or place of payment of, or in any other term of, all or any of the Indebtedness under or in respect of the Loan Documents or the Guaranteed LiabilitiesDocuments, or any other amendment or waiver of or any consent to departure from any of the terms of any Loan Document or Guaranteed LiabilityCredit Document, including any increase or decrease in the rate Obligations resulting from the extension of interest thereon; (b) additional credit to any release Credit Party or amendment or waiver of, or consent to departure from, any other guaranty or support document, or any exchange, release or non-perfection of any collateral, for all or any of the Loan Documents or Guaranteed Liabilities; (c) any present or future law, regulation or order of any jurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of any Loan Document or Guaranteed Liability; (d) without being limited by the foregoing, any lack of validity or enforceability of any Loan Document or Guaranteed Liability; and (e) any other setoff, defense or counterclaim whatsoever (in any case, whether based on contract, tort or any other theory) with respect to the Loan Documents or the transactions contemplated thereby which might constitute a legal or equitable defense available to, or discharge of, the Borrower or a Guarantor.otherwise;

Guarantee Absolute. Each Subsidiary Guarantor guarantees that the Guaranteed Liabilities shall Obligations will be paid strictly in accordance with the terms of the Original Indenture and this Agreement and Twenty-Third Supplemental Indenture, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the Swap Agreements to which any Secured Party is a partyrights of Holders of the Notes or the Trustee with respect thereto. The liability of each Subsidiary Guarantor hereunder is under its Guarantee shall be absolute and unconditional irrespective of: : (a) any lack of validity, enforceability or genuineness of any provision of the Original Indenture or this Twenty-Third Supplemental Indenture, the Notes or any other agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, any or all or any of the Loan Documents or the Guaranteed LiabilitiesObligations, or any other amendment or waiver of or any consent to departure from any of the terms of any Loan Document Original Indenture or Guaranteed Liability, including any increase or decrease in the rate of interest thereon; this Twenty-Third Supplemental Indenture; (bc) any release or amendment or waiver of, or consent to departure from, any other guaranty or support document, or any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guarantee, for all or any of the Loan Documents or Guaranteed Liabilities; (c) any present or future law, regulation or order of any jurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of any Loan Document or Guaranteed Liability; Obligations; (d) without being limited the absence of any action to enforce same, or any waiver or consent by the foregoing, Trustee or any lack Holder of validity Notes with respect to any provisions of the Original Indenture or enforceability of any Loan Document or Guaranteed Liabilitythis Twenty-Third Supplemental Indenture; and or (e) any other setoff, defense or counterclaim whatsoever (in any case, whether based on contract, tort or any other theory) with respect to the Loan Documents or the transactions contemplated thereby which circumstance that might otherwise constitute a legal or equitable defense available to, or a discharge of, the Borrower Issuer or a Subsidiary Guarantor.

Guarantee Absolute. Each Guarantor guarantees that the Guaranteed Liabilities shall be paid strictly in accordance with the terms of this Agreement and the Swap Agreements to which any Secured Party is a party. The liability of each Guarantor hereunder is absolute and unconditional irrespective of: (a) any change in the time, manner or place of payment of, or in any other term of, all or any of the Loan Documents or the Guaranteed Liabilities, or any other amendment or waiver of or any consent to departure from any of the terms of any Loan Document or Guaranteed Liability, including any increase or decrease in the rate of interest thereon; (b) any release or amendment or waiver of, or consent to departure from, any other guaranty or support document, or any exchange, release or non-perfection of any collateral, for all or any of the Loan Documents or Guaranteed Liabilities; (c) any present or future law, regulation or order of any jurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of any Loan Document or Guaranteed Liability; (d) without being limited by the foregoing, any lack of validity or enforceability of any Loan Document or Guaranteed Liability; and (e) any other setoff, defense or counterclaim whatsoever (in any case, whether based on contract, tort or any other theory) with respect to the Loan Documents or the transactions contemplated thereby which might constitute a legal or equitable defense available to, or discharge of, the Borrower Borrowers or a Guarantor.

Guarantee Absolute. Each Guarantor guarantees that the Guaranteed Liabilities shall be paid strictly in accordance with the terms of this Agreement and the Swap Agreements to which any Secured Party is a partyAgreement. The liability of each Guarantor hereunder is absolute and unconditional irrespective of: (a) any change in the time, manner or place of payment of, or in any other term of, all or any of the Loan Credit Documents or the Guaranteed Liabilities, or any other amendment or waiver of or any consent to departure from any of the terms of any Loan Credit Document or Guaranteed Liability, including any increase or decrease in the rate of interest thereon; (b) any release or amendment or waiver of, or consent to departure from, any other guaranty or support document, or any exchange, release or non-perfection of any collateral, for all or any of the Loan Credit Documents or Guaranteed Liabilities; (c) any present or future law, regulation or order of any jurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of any Loan Credit Document or Guaranteed Liability; (d) without being limited by the foregoing, any lack of validity or enforceability of any Loan Credit Document or Guaranteed Liability; and (e) any other setoff, defense or counterclaim whatsoever (in any case, whether based on contract, tort or any other theory) with respect to the Loan Credit Documents or the transactions contemplated thereby which might constitute a legal or equitable defense available to, or discharge of, the Borrower or a GuarantorGuarantor (other than the defense of payment or performance).

Guarantee Absolute. Each Guarantor guarantees that the Guaranteed Liabilities shall be paid strictly in accordance with the terms of this Agreement and the Swap Agreements to which any Secured Party is a partyAgreements. The liability of each Guarantor hereunder is absolute and unconditional irrespective of: (a) any change in the time, manner or place of payment of, or in any other term of, all or any of the Loan Documents or the Guaranteed Liabilities, or any other amendment or waiver of or any consent to departure from any of the terms of any Loan Document or Guaranteed Liability, including any increase or decrease in the rate of interest thereon; (b) any release or amendment or waiver of, or consent to departure from, any other guaranty or support document, or any exchange, release or non-perfection non‑perfection of any collateral, for all or any of the Loan Documents or Guaranteed Liabilities; (c) any present or future law, regulation or order of any jurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of any Loan Document or Guaranteed Liability; (d) without being limited by the foregoing, any lack of validity or enforceability of any Loan Document or Guaranteed Liability; and (e) any other setoff, defense or counterclaim whatsoever (in any case, whether based on contract, tort or any other theory) with respect to the Loan Documents or the transactions contemplated thereby which might constitute a legal or equitable defense available to, or discharge of, the Borrower or a Guarantor.

Guarantee Absolute. Each Guarantor guarantees guaranties that the Guaranteed Liabilities shall Obligations will be paid strictly in accordance with the terms of this Agreement the Loan Documents, without set-off or counterclaim, and regardless of any applicable law now or hereafter in effect in any jurisdiction affecting any of such terms or the Swap Agreements to which any Secured Party is a partyrights of the Guaranteed Parties with respect thereto. The liability of each Guarantor hereunder is under this Guarantee shall be absolute and unconditional irrespective of: : (a) any lack of validity or enforceability of any provision of any other Loan Document or any other agreement or instrument relating to any Loan Document or avoidance or subordination of any of the Guaranteed Obligations; (b) any change in the time, manner or place of payment of, or in any other term of, or any increase in the amount of, all or any of the Loan Documents or the Guaranteed LiabilitiesObligations, or any other amendment or waiver of any term of, or any consent to departure from any of the terms of any Loan Document or Guaranteed Liability, including any increase or decrease in the rate of interest thereon; (b) any release or amendment or waiver requirement of, or consent to departure from, any other guaranty or support document, or the Loan Documents; (c) any exchange, release or non-perfection of any collateralLien on any collateral for, for or any release of the Borrower or amendment or waiver of any term of any other guarantee of, or any consent to departure from any requirement of any other guarantee of, all or any of the Loan Documents or Guaranteed Liabilities; (c) any present or future law, regulation or order of any jurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of any Loan Document or Guaranteed Liability; Obligations; (d) without being limited by the foregoing, any lack of validity or enforceability absence of any Loan Document attempt to collect any of the Guaranteed Obligations from the Borrower or any other action to enforce the same or the election of any remedy by any of the Guaranteed Liability; and Parties; (e) any other setoffwaiver, defense consent, extension, forbearance or counterclaim whatsoever (in granting of any case, whether based on contract, tort or indulgence by any other theory) of the Guaranteed Parties with respect to any provision of any other Loan Document; (f) the Loan Documents election by any of the Guaranteed Parties in any proceeding under any Debtor Relief Law; (g) any borrowing or grant of a security interest by the transactions contemplated thereby Borrower, as debtor-in-possession, under any Debtor Relief Law; or (h) any other circumstance which might otherwise constitute a legal or equitable discharge or defense available to, or discharge of, of the Borrower or a Guarantorany Guarantor other than payment or performance of the Obligations.

Guarantee Absolute. Each Subsidiary Guarantor guarantees that the Guaranteed Liabilities shall Obligations will be paid strictly in accordance with the terms of the Original Indenture and this Agreement and Twenty-First Supplemental Indenture, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the Swap Agreements to which any Secured Party is a partyrights of Holders of the Notes or the Trustee with respect thereto. The liability of each Subsidiary Guarantor hereunder is under its Guarantee shall be absolute and unconditional irrespective of: : (a) any lack of validity, enforceability or genuineness of any provision of the Original Indenture or this Twenty-First Supplemental Indenture, the Notes or any other agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, any or all or any of the Loan Documents or the Guaranteed LiabilitiesObligations, or any other amendment or waiver of or any consent to departure from any of the terms of any Loan Document Original Indenture or Guaranteed Liability, including any increase or decrease in the rate of interest thereon; this Twenty-First Supplemental Indenture; (bc) any release or amendment or waiver of, or consent to departure from, any other guaranty or support document, or any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guarantee, for all or any of the Loan Documents or Guaranteed Liabilities; (c) any present or future law, regulation or order of any jurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of any Loan Document or Guaranteed Liability; Obligations; (d) without being limited the absence of any action to enforce same, or any waiver or consent by the foregoing, Trustee or any lack Holder of validity Notes with respect to any provisions of the Original Indenture or enforceability of any Loan Document or Guaranteed Liabilitythis Twenty-First Supplemental Indenture; and or (e) any other setoff, defense or counterclaim whatsoever (in any case, whether based on contract, tort or any other theory) with respect to the Loan Documents or the transactions contemplated thereby which circumstance that might otherwise constitute a legal or equitable defense available to, or a discharge of, the Borrower Issuer or a Subsidiary Guarantor.

Guarantee Absolute. Each Guarantor guarantees that the Guaranteed Liabilities shall be paid strictly in accordance with the terms of this Agreement and the Swap Agreements to which any Secured Party is a party. The liability of each Guarantor hereunder is absolute and unconditional irrespective of: (a) any change in the time, manner or place of payment of, or in any other term of, all or any of the Loan Documents or the Guaranteed Liabilities, or any EXCO CREDIT AGREEMENT – Page 106 other amendment or waiver of or any consent to departure from any of the terms of any Loan Document or Guaranteed Liability, including any increase or decrease in the rate of interest thereon; (b) any release or amendment or waiver of, or consent to departure from, any other guaranty or support document, or any exchange, release or non-perfection non‑perfection of any collateral, for all or any of the Loan Documents or Guaranteed Liabilities; (c) any present or future law, regulation or order of any jurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of any Loan Document or Guaranteed Liability; (d) without being limited by the foregoing, any lack of validity or enforceability of any Loan Document or Guaranteed Liability; and (e) any other setoff, defense or counterclaim whatsoever (in any case, whether based on contract, tort or any other theory) with respect to the Loan Documents or the transactions contemplated thereby which might constitute a legal or equitable defense available to, or discharge of, the Borrower or a Guarantor.

Guarantee Absolute. Each Guarantor guarantees guaranties that the Guaranteed Liabilities shall Obligations will be paid strictly in accordance with the terms of this Agreement the Loan Documents, without set-off or counterclaim, and regardless of any applicable law now or hereafter in effect in any jurisdiction affecting any of such terms or the Swap Agreements to which any Secured Party is a partyrights of the Lender with respect thereto. The liability of each Guarantor hereunder is under this Guarantee shall be absolute and unconditional irrespective of: : (a) any lack of validity or enforceability of any provision of any other Loan Document or any other agreement or instrument relating to any Loan Document or avoidance or subordination of any of the Guaranteed Obligations; (b) any change in the time, manner or place of payment of, or in any other term of, or any increase in the amount of, all or any of the Loan Documents or the Guaranteed LiabilitiesObligations, or any other amendment or waiver of any term of, or any consent to departure from any of requirement of, the terms of any Loan Document or Guaranteed Liability, including any increase or decrease in the rate of interest thereon; Documents; (bc) any release of the Borrower or amendment or waiver of any term of any other guarantee of, or any consent to departure from, from any requirement of any other guaranty or support documentguarantee of, or any exchange, release or non-perfection of any collateral, for all or any of the Loan Documents or Guaranteed Liabilities; (c) any present or future law, regulation or order of any jurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of any Loan Document or Guaranteed Liability; Obligations; (d) without being limited the absence of any attempt to collect any of the Guaranteed Obligations from the Borrower or any other action to enforce the same or the election of any remedy by the foregoing, any lack of validity or enforceability of any Loan Document or Guaranteed Liability; and Lender; (e) any other setoffwaiver, defense consent, extension, forbearance or counterclaim whatsoever (in granting of any case, whether based on contract, tort or any other theory) indulgence by the Lender with respect to any provision of any other Loan Document; (f) the Loan Documents election by the Lender in any proceeding under any Debtor Relief Law; (g) any borrowing or grant of a security interest by the transactions contemplated thereby Borrower, as debtor-in-possession, under any Debtor Relief Law; or (h) any other circumstance which might otherwise constitute a legal or equitable discharge or defense available to, or discharge of, of the Borrower or a Guarantorany Guarantor other than payment or performance of the Obligations.

Guarantee Absolute. Each Guarantor guarantees that the Guaranteed Liabilities shall Obligations will be paid strictly in accordance with their terms regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the terms rights of this Agreement and the Swap Agreements to which any Secured Party is a partyAgent and/or Lenders with respect thereto. The liability of each Guarantor hereunder is shall be solidary (joint and several) and absolute and unconditional irrespective of: : (a) Any lack of validity or enforceability of the Obligations or the Guaranteed Obligations or any agreement or instrument relating thereto; (b) Any change in the time, manner or place of the payment of, or in any other term of, all or any of the Loan Documents Obligations or the Guaranteed LiabilitiesObligations, or any other amendment or waiver modification of or any consent to departure from this Agreement or any of the terms other Loan Document; (c) Any exchange, release, unopposability or nonperfection of any Loan Document Collateral or Guaranteed Liability, including any increase or decrease in the rate of interest thereon; (b) any release or amendment or to, waiver of, or consent to departure from, or any Guarantee for, all or any part of the Obligations or the Guaranteed Obligations; (d) the absence of any action to enforce this Agreement (including this Section) or any other guaranty or support documentLoan Document, or any exchangewaiver, release consent or non-perfection indulgence of any collateral, for all kind by Agent or any Lender with respect thereto; (e) Any whole or partial termination of this Guarantee as to any other Guarantor; (f) the Loan Documents or Guaranteed Liabilities; (c) any present or future law, regulation or order insolvency of any jurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of any Loan Document or Guaranteed LiabilityObligor; (d) without being limited by the foregoing, any lack of validity or enforceability of any Loan Document or Guaranteed Liability; and (e) any other setoff, defense or counterclaim whatsoever (in any case, whether based on contract, tort election by Agent or any Lender to avail itself of an Insolvency Proceeding or any election in an Insolvency Proceeding for the application of Section 1111(b)(2) of the Bankruptcy Code, or otherwise; (f) any borrowing or grant of a Lien by Borrower, as debtor-in- possession; (g) the disallowance of any claims of Agent or any Lender against any Obligor for the repayment of any Obligations under debtor relief laws; or (g) Any other theory) with respect to the Loan Documents or the transactions contemplated thereby circumstance which might otherwise constitute a legal or equitable defense defence available to, or a discharge of, the Borrower in respect of the Obligations or the Guaranteed Obligations or a GuarantorGuarantor in respect of this Guarantee or the Guaranteed Obligations. This Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations or the Guaranteed Obligations are rescinded or must otherwise be returned by the Agent and/or Lenders upon the bankruptcy or reorganization of any Guarantor or otherwise under applicable law, all as though such payment had not been made.

Guarantee Absolute. Each The Guarantor guarantees that the Guaranteed Liabilities shall Obligations will be paid strictly in accordance with the terms Applicable Terms (and, to the extent applicable, this Guarantee), regardless of this Agreement and any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such provisions or the Swap Agreements to which any Secured Party is a partyrights of Counterparty with respect thereto. The liability of each the Guarantor hereunder is under this Guarantee shall be irrevocable, absolute and unconditional irrespective of: , and the Guarantor hereby irrevocably waives, any defenses it may now or hereafter have (including any defense based on the failure to provide notice to or obtain the consent of the Guarantor) in any way relating to, any or all of the following: (a) any change lack of validity or enforceability of, or any amendment or supplement to, the Transaction, any Master Agreement or Confirmation or any agreement or instrument related thereto; (b) the entry into additional Transactions, any indulgence, concession, waiver or consent given to CSE, or any other changes in the amount of, time, manner or place of payment of, or in any other term of, of any or all or any of the Loan Documents Obligations; (c) any taking, exchange, release, non-perfection, realization or the Guaranteed Liabilitiesapplication of or on any Security; (d) any taking, or any other amendment release, amendment, consent or waiver of or in respect of any consent to departure from other guarantee for any or all of the terms of any Loan Document or Guaranteed Liability, including any increase or decrease in the rate of interest thereon; (b) any release or amendment or waiver of, or consent to departure from, any other guaranty or support document, or any exchange, release or non-perfection of any collateral, for all or any of the Loan Documents or Guaranteed Liabilities; (c) any present or future law, regulation or order of any jurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of any Loan Document or Guaranteed Liability; (d) without being limited by the foregoing, any lack of validity or enforceability of any Loan Document or Guaranteed Liability; and Obligations; (e) any other setoffchange, defense restructuring or counterclaim whatsoever termination in or of the corporate structure or existence of CSE; or (in any case, whether based on contract, tort or f) any other theorycircumstance (including, without limitation, any statute of limitations) with respect to the Loan Documents or the transactions contemplated thereby which that might otherwise constitute a legal or equitable defense available to, or a discharge of, CSE, the Borrower Guarantor or a Guarantorany other guarantor or surety.

Guarantee Absolute. Each Guarantor guarantees that the Guaranteed Liabilities shall be paid strictly in accordance with the terms of this Agreement and the Swap Agreements to which any Secured Party is a partyAgreement. The liability of each Guarantor hereunder is absolute and unconditional irrespective of: (a) any change in the time, manner or place of payment of, or in any other term of, all or any of the Loan Documents or the Guaranteed Liabilities, or any other amendment or waiver of or any consent to departure from any of the terms of any Loan Document or Guaranteed Liability, including any increase or decrease in the rate of interest thereon; (b) any release or amendment or waiver of, or consent to departure from, any other guaranty or support document, or any exchange, release or non-perfection of any collateralCollateral, for all or any of the Loan Documents or Guaranteed Liabilities; (c) any present or future law, regulation or order of any jurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of any Loan Document or Guaranteed Liability; (d) without being limited by the foregoing, any lack of validity or enforceability of any Loan Document or Guaranteed Liability; and (e) any other setoff, defense or counterclaim whatsoever (in any case, whether based on contract, tort or any other theory) with respect to the Loan Documents Documents, the Guaranteed Liabilities or the transactions contemplated thereby which might constitute a legal or equitable defense available to, or discharge of, the Borrower or a GuarantorGuarantor (other than the defense of payment or performance).

Guarantee Absolute. Each Guarantor guarantees that the Guaranteed Liabilities shall Obligations will be paid strictly in accordance with their terms regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the terms rights of this Agreement and the Swap Agreements to which any Agent and/or Secured Party is a partyParties with respect thereto. The liability of each Guarantor hereunder is shall be solidary (joint and several) and absolute and unconditional irrespective of: : (a) Any lack of validity or enforceability of the Obligations or the Guaranteed Obligations or any agreement or instrument relating thereto; (b) Any change in the time, manner or place of the payment of, or in any other term of, all or any of the Loan Documents Obligations or the Guaranteed LiabilitiesObligations, or any other amendment or waiver modification of or any consent to departure from this Agreement or any of the terms other Loan Document; (c) Any exchange, release, unopposability or nonperfection of any Loan Document Collateral or Guaranteed Liability, including any increase or decrease in the rate of interest thereon; (b) any release or amendment or to, waiver of, or consent to departure from, any other guaranty or support document, or any exchangeGuarantee for, release or non-perfection of any collateral, for all or any part of the Loan Documents Obligations or the Guaranteed Liabilities; (c) any present or future law, regulation or order of any jurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of any Loan Document or Guaranteed Liability; Obligations; (d) without being limited by the foregoing, Any whole or partial termination of this Guarantee as to any lack of validity or enforceability of any Loan Document or Guaranteed Liabilityother Guarantor; and or (e) any Any other setoff, defense or counterclaim whatsoever (in any case, whether based on contract, tort or any other theory) with respect to the Loan Documents or the transactions contemplated thereby circumstance which might otherwise constitute a legal or equitable defense defence available to, or a discharge of, the Borrower in respect of the Obligations or the Guaranteed Obligations or a GuarantorGuarantor in respect of this Guarantee or the Guaranteed Obligations. This Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations or the Guaranteed Obligations are rescinded or must otherwise be returned by the Agent and/or Secured Parties upon the bankruptcy or reorganization of any Guarantor or otherwise under applicable law, all as though such payment had not been made.

Guarantee Absolute. Each Guarantor guarantees that the Guaranteed Liabilities shall be paid strictly in accordance with the terms of this Agreement and the Swap Agreements to which any Secured Party is a partyAgreement. The liability of each Guarantor hereunder is absolute and unconditional irrespective of: (a) any change in the time, manner or place of payment of, or in any other term of, all or any of the Loan Documents or the Guaranteed Liabilities, or any other amendment or waiver of or any consent to departure from any of the terms of any Loan Document or Guaranteed Liability, including any increase or decrease in the rate of interest thereon; (b) any release or amendment or waiver of, or consent to departure from, any other guaranty or support document, or any exchange, release or non-non- perfection of any collateral, for all or any of the Loan Documents or Guaranteed Liabilities; (c) any present or future law, regulation or order of any jurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of any Loan Document or Guaranteed Liability; (d) without being limited by the foregoing, any lack of validity or enforceability of any Loan Document or Guaranteed Liability; and (e) any other setoff, defense or counterclaim whatsoever (in any case, whether based on contract, tort or any other theory) with respect to the Loan Documents or the transactions contemplated thereby which might constitute a legal or equitable defense available to, or discharge of, the Borrower or a GuarantorGuarantor (other than the defense of payment or performance).

Guarantee Absolute. Each Guarantor guarantees that the Guaranteed Liabilities shall be paid strictly in accordance with the terms of this Agreement Agreement, the Swap Agreements and the Swap Cash Management Agreements to which any Secured Party is a party. The liability of each Guarantor hereunder is absolute and unconditional irrespective of: (a) any change in the time, manner or place of payment of, or in any other term of, all or any of the Loan Documents or the Guaranteed Liabilities, or any other amendment or waiver of or any consent to departure from any of the terms of any Loan Document or Guaranteed Liability, including any increase or decrease in the rate of interest thereon; (b) any release or amendment or waiver of, or consent to departure from, any other guaranty or support document, or any exchange, release or non-perfection non‑perfection of any collateral, for all or any of the Loan Documents or Guaranteed Liabilities; (c) any present or future law, regulation or order of any jurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of any Loan Document or Guaranteed Liability; (d) without being limited by the foregoing, any lack of validity or enforceability of any Loan Document or Guaranteed Liability; and (e) any other setoff, defense or counterclaim whatsoever (in any case, whether based on contract, tort or any other theory) with respect to the Loan Documents or the transactions contemplated thereby which might constitute a legal or equitable defense available to, or discharge of, the Borrower or a GuarantorGuarantor (other than the defense of payment or performance).

Guarantee Absolute. Each Guarantor guarantees that the Guaranteed Liabilities shall Obligations will be paid strictly in accordance with the terms of this Agreement and Agreement, regardless of any Law, regulation, or order now or hereafter in effect in any jurisdiction affecting any of such terms or the Swap Agreements to which any Secured Party is a partyrights of the Agent or the Lenders with respect thereto. The liability of each Guarantor hereunder is under this Agreement shall be absolute and unconditional irrespective of: : (ai) any lack of validity or enforceability of any provisions of any Loan Document or any other agreement or instrument relating to this Agreement; (ii) any change in the time, manner or place of payment of, of or in any other term of, all or any of the Loan Documents or the Guaranteed Liabilities, Obligations or any other amendment amendment, restatement or waiver of or any consent to departure from any of the terms of any Loan Document or Guaranteed Liability, including any increase or decrease in the rate of interest thereon; this Agreement; (biii) any release or amendment or waiver of, or consent to departure from, any other guaranty or support document, or any exchange, release or non-perfection of any collateralcollateral or any release or amendment or waiver of or consent to departure from any other guarantee, for all or any of the Loan Documents Obligations; (iv) the reconstruction, reorganization, consolidation, amalgamation or Guaranteed Liabilities; (c) merger of the Company with or into any present other Person, or future lawthe transfer, regulation sale, lease or order of any jurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of any Loan Document or Guaranteed Liability; (d) without being limited other disposition by the foregoingCompany of all or substantially all of its assets or business to any other Person, any lack whether or not affected in compliance with the provisions of validity or enforceability of any Loan Document or Guaranteed Liabilitythis Agreement; and or (ev) any other setoff, defense or counterclaim whatsoever (in any case, whether based on contract, tort or any other theory) with respect to the Loan Documents or the transactions contemplated thereby circumstance which might otherwise constitute a legal or equitable defense defence available to, or a discharge of, the Borrower Company or a Guarantorguarantor. The liability of Guarantor under this Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations is rescinded or must otherwise be returned by the Agent or any Lender upon the insolvency, bankruptcy or reorganization of the Company or otherwise, all as though such payment had not been made.

Guarantee Absolute. Each Guarantor guarantees that the Guaranteed Liabilities shall Obligations will be paid strictly in accordance with their terms regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the terms rights of this Agreement and the Swap Agreements to which any Agent and/or Secured Party is a partyParties with respect thereto. The liability of each Guarantor hereunder is shall be solidary (joint and several) and absolute and unconditional irrespective of: : (a) Any lack of validity or enforceability of the Obligations or the Guaranteed Obligations or any agreement or instrument relating thereto; (b) Any change in the time, manner or place of the payment of, or in any other term of, all or any of the Loan Documents Obligations or the Guaranteed LiabilitiesObligations, or any other amendment or waiver modification of or any consent to departure from this Agreement or any of the terms other Loan Document; (c) Any exchange, release, unopposability or nonperfection of any Loan Document Collateral or Guaranteed Liability, including any increase or decrease in the rate of interest thereon; (b) any release or amendment or to, waiver of, or consent to departure from, any other guaranty or support document, or any exchangeGuarantee for, release or non-perfection of any collateral, for all or any part of the Loan Documents Obligations or the Guaranteed Liabilities; (c) any present or future law, regulation or order of any jurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of any Loan Document or Guaranteed Liability; Obligations; (d) without being limited by the foregoing, Any whole or partial termination of this Guarantee as to any lack of validity or enforceability of any Loan Document or Guaranteed Liabilityother Guarantor; and or (e) any Any other setoff, defense or counterclaim whatsoever (in any case, whether based on contract, tort or any other theory) with respect to the Loan Documents or the transactions contemplated thereby circumstance which might otherwise constitute a legal or equitable defense defence available to, or a discharge of, a Borrower in respect of the Borrower Obligations or the Guaranteed Obligations or a GuarantorGuarantor in respect of this Guarantee or the Guaranteed Obligations. This Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations or the Guaranteed Obligations are rescinded or must otherwise be returned by the Agent and/or Secured Parties upon the bankruptcy or reorganization of any Guarantor or otherwise under applicable law, all as though such payment had not been made.

Guarantee Absolute. Each Guarantor guarantees that the Guaranteed Liabilities shall be paid strictly in accordance with the terms of this Agreement and the Swap Agreements to which any Secured Party is a partyAgreement. The liability of each Guarantor hereunder is absolute and unconditional irrespective of: (a) any change in the time, manner or place of payment of, or in any other term of, all or any of the Loan Documents or the Guaranteed Liabilities, or any other amendment or waiver of or any consent to departure from any of the terms of any Loan Document or Guaranteed Liability, including any increase or decrease in the rate of interest thereon; (b) any release or amendment or waiver of, or consent to departure from, any other guaranty or support document, or any exchange, release or non-perfection of any collateral, for all or any of the Loan Documents or Guaranteed Liabilities; (c) any present or future law, regulation or order of any jurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of any Loan Document or Guaranteed Liability; (d) without being limited by the foregoing, any lack of validity or enforceability of any Loan Document or Guaranteed Liability; and (e) any other setoff, defense or counterclaim whatsoever (in any case, whether based on contract, tort or any other theory) with respect to the Loan Documents or the transactions contemplated thereby which might constitute a legal or equitable defense available to, or discharge of, the Borrower or a GuarantorGuarantor (other than the defense of payment or performance).

Guarantee Absolute. Each Guarantor guarantees that the Guaranteed Liabilities shall Obligations will be paid strictly in accordance with their terms regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the terms rights of this Agreement and the Swap Agreements to which any Secured Party is a partyAgent and/or Lenders with respect thereto. The liability of each Guarantor hereunder is shall be solidary (joint and several) and absolute and unconditional irrespective of: : (a) Any lack of validity or enforceability of the Obligations or the Guaranteed Obligations or any agreement or instrument relating thereto; (b) Any change in the time, manner or place of the payment of, or in any other term of, all or any of the Loan Documents Obligations or the Guaranteed LiabilitiesObligations, or any other amendment or waiver modification of or any consent to departure from this Agreement or any of the terms other Loan Document; (c) Any exchange, release, unopposability or nonperfection of any Loan Document Collateral or Guaranteed Liability, including any increase or decrease in the rate of interest thereon; (b) any release or amendment or to, waiver of, or consent to departure from, or any Guarantee for, all or any part of the Obligations or the Guaranteed Obligations; (d) the absence of any action to enforce this Agreement (including this Section) or any other guaranty or support documentLoan Document, or any exchangewaiver, release consent or non-perfection indulgence of any collateral, for all kind by Agent or any Lender with respect thereto; (e) Any whole or partial termination of this Guarantee as to any other Guarantor; (f) the Loan Documents or Guaranteed Liabilities; (c) any present or future law, regulation or order insolvency of any jurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of any Loan Document or Guaranteed LiabilityObligor; (d) without being limited by the foregoing, any lack of validity or enforceability of any Loan Document or Guaranteed Liability; and (e) any other setoff, defense or counterclaim whatsoever (in any case, whether based on contract, tort election by Agent or any Lender to avail itself of an Insolvency Proceeding or any election in an Insolvency Proceeding for the application of Section 1111(b)(2) of the Bankruptcy Code, or otherwise; (f) any borrowing or grant of a Lien by Borrower, as debtor-in-possession; (g) the disallowance of any claims of Agent or any Lender against any Obligor for the repayment of any Obligations under debtor relief laws; or (g) Any other theory) with respect to the Loan Documents or the transactions contemplated thereby circumstance which might otherwise constitute a legal or equitable defense defence available to, or a discharge of, the Borrower in respect of the Obligations or the Guaranteed Obligations or a GuarantorGuarantor in respect of this Guarantee or the Guaranteed Obligations. This Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations or the Guaranteed Obligations are rescinded or must otherwise be returned by the Agent and/or Lenders upon the bankruptcy or reorganization of any Guarantor or otherwise under applicable law, all as though such payment had not been made.

Guarantee Absolute. Each Guarantor guarantees that the Guaranteed Liabilities shall be paid strictly in accordance with the terms of this Agreement and the Swap Agreements to which any Secured Party is a partyHedging Contracts. The liability of each Guarantor hereunder is absolute and unconditional irrespective of: (a) any change in the time, manner or place of payment of, or in any other term of, all or any of the Loan Documents or the Guaranteed Liabilities, or any other amendment or waiver of or any consent to departure from any of the terms of any Loan Document or Guaranteed Liability, including any increase or decrease in the rate of interest thereon; (b) any release or amendment or waiver of, or consent to departure from, any other guaranty or support document, or any exchange, release or non-perfection of any collateral, for all or any of the Loan Documents or Guaranteed Liabilities; (c) any present or future law, regulation or order of any jurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of any Loan Document or Guaranteed Liability; (d) without being limited by the foregoing, any lack of validity or enforceability of any Loan Document or Guaranteed Liability; and (e) any other setoff, defense or counterclaim whatsoever (in any case, whether based on contract, tort or any other theory) with respect to the Loan Documents or the transactions contemplated thereby which might constitute a legal or equitable defense available to, or discharge of, the Borrower or a Guarantor.

Guarantee Absolute. Each Guarantor guarantees that the Guaranteed Liabilities Obligations shall be paid strictly in accordance with the terms of this Agreement and the Swap Agreements to which any Secured Party is a partyTransaction Documents. The liability of each such Guarantor hereunder under this Guaranty is absolute and unconditional irrespective of: (a) any change in the time, manner or place of payment of, or in any other term of, all or any of the Loan Transaction Documents or any of the Guaranteed LiabilitiesObligations, or any other amendment or waiver of or any consent to departure from any of the terms of any Loan Transaction Document or Guaranteed LiabilityObligation, including any increase or decrease in the rate of interest thereon; (b) any release or amendment or waiver of, or consent to departure from, any other guaranty guarantee or support document, or any exchange, release or non-perfection of any collateral, for all or any of the Loan Transaction Documents or Guaranteed LiabilitiesObligations; (c) any present or future law, regulation or order of any jurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of any Loan Transaction Document or Guaranteed LiabilityObligation; (d) without being limited by the foregoing, any lack of validity or enforceability of any Loan Transaction Document or Guaranteed LiabilityObligation; and (e) any other setoff, defense or counterclaim whatsoever (in any case, whether based on contract, tort or any other theory) with respect to the Loan Transaction Documents or the transactions contemplated thereby which might constitute a legal or equitable defense available to, or discharge of, either the Borrower Issuer or a Guarantorthe Guarantors.

Guarantee Absolute. Each The Guarantor guarantees that that, to the fullest extent permitted by applicable law, the Guaranteed Liabilities shall Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any Lender with respect thereto. The Obligations of the Guarantor under or in respect of this Agreement Guarantee are independent of the Guaranteed Obligations or any other Obligations of the Borrower under or in respect of the Loan Documents, and a separate action or actions may be brought and prosecuted against the Swap Agreements Guarantor to which enforce this Guarantee, irrespective of whether any Secured Party action is a partybrought against the Borrower or whether the Borrower is joined in any such action or actions. The liability of each the Guarantor hereunder is under this Guarantee shall be irrevocable, absolute and unconditional irrespective of: , and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following, in each case, to the fullest extent permitted by applicable law: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Obligations of the Borrower under or in respect of the Loan Documents or the Guaranteed LiabilitiesDocuments, or any other amendment or waiver of or any consent to departure from any of the terms of any Loan Document or Guaranteed Liability, including any increase or decrease in the rate of interest thereon; (b) any release or amendment or waiver of, or consent to departure from, any other guaranty or support document, or any exchange, release or non-perfection of any collateral, for all or any of the Loan Documents or Guaranteed Liabilities; (c) any present or future law, regulation or order of any jurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of any Loan Document or Guaranteed Liability; (d) without being limited by the foregoing, any lack of validity or enforceability of any Loan Document or Guaranteed Liability; and (e) any other setoff, defense or counterclaim whatsoever (in any case, whether based on contract, tort or any other theory) with respect to the Loan Documents or the transactions contemplated thereby which might constitute a legal or equitable defense available to, or discharge of, the Borrower or a Guarantor.waiver

Guarantee Absolute. Each The Guarantor (as defined in the first recital of this agreement) guarantees that the its Guaranteed Liabilities shall Obligations will be paid strictly in accordance with their terms regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the terms rights of this Agreement and the Swap Agreements to which any Secured Party is a partyPurchaser with respect thereto. The liability of each Guarantor the Purchaser hereunder is shall be absolute and unconditional irrespective of: : (a) Any lack of validity or enforceability of the obligations of the Seller or the Guaranteed Obligations or any agreement or instrument relating thereto; (b) Any change in the time, manner or place of the payment of, or in any other term of, all or any of the Loan Documents obligations of the Seller or the Guaranteed LiabilitiesObligations, or any other amendment or waiver modification of or any consent to departure from this agreement or any of the terms Related Documents; (c) Any exchange, release or nonperfection of any Loan Document collateral or Guaranteed Liability, including any increase or decrease in the rate of interest thereon; (b) any release or amendment or to, waiver of, or consent to departure from, any other guaranty or support document, or any exchangeguarantee for, release or non-perfection of any collateral, for all or any part of the Loan Documents obligations of the Seller or the Guaranteed Liabilities; (c) any present or future law, regulation or order of any jurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of any Loan Document or Guaranteed Liability; Obligations; (d) without being limited by the foregoing, Any whole or partial termination of this Guarantee as to any lack of validity or enforceability of any Loan Document or Guaranteed Liabilityother Guarantor; and or (e) any Any other setoff, defense or counterclaim whatsoever (in any case, whether based on contract, tort or any other theory) with respect to the Loan Documents or the transactions contemplated thereby circumstance which might otherwise constitute a legal or equitable defense defence available to, or a discharge of, a Guarantor in respect of the Borrower obligations of the Seller or the Guaranteed Obligations or a GuarantorGuarantor in respect of this Guarantee or the Guaranteed Obligations. The above Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the obligations of the Seller or the Guaranteed Obligations are rescinded or must otherwise be returned by the Purchaser under applicable law, all as though such payment had not been made.