Common use of Guarantee Unconditional Clause in Contracts

Guarantee Unconditional. Except as provided in Section 8 hereof, the obligations of each Subsidiary Guarantor under this Guaranty Agreement shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any other Vencor Company under any Financing Document by operation of law or otherwise; (b) any modification, amendment or waiver of or supplement to any Financing Document; (c) any release, impairment, non-perfection or invalidity of any direct or indirect security, or of any guarantee or other liability of any third party, for any obligation of any other Vencor Company under any Financing Document; (d) any change in the corporate existence, structure or ownership of any other Vencor Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Vencor Company or its assets, or any resulting release or discharge of any obligation of any other Vencor Company contained in any Financing Document; (e) the existence of any claim, set-off or other rights which such Subsidiary Guarantor may have at any time against any other Vencor Company, any Lender Party or any other Person, whether or not arising in connection with this Guaranty Agreement; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (f) any invalidity or unenforceability relating to or against any other Vencor Company for any reason of any Financing Document, or any provision of applicable law or regulation purporting to prohibit the payment by any other Vencor Company of any amount payable by it under any Financing Document; or (g) any other act or omission to act or delay of any kind by any other Vencor Company, any Lender Party or any other Person or any other circumstance whatsoever that might, but for the provisions of this Section, constitute a legal or equitable discharge of such Subsidiary Guarantor's obligations under this Guaranty Agreement.

Guarantee Unconditional. Except as provided in Section 8 hereof, the The obligations of each Subsidiary Guarantor as a guarantor under this Guaranty Agreement Section 9 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: : (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company or of any other Vencor Company Guarantor under this Agreement or any Financing other Loan Document or by operation of law or otherwise; ; (b) any modification, modification or amendment or waiver of or supplement to this Agreement or any Financing other Loan Document; ; (c) any release, impairment, non-perfection or invalidity of any direct or indirect security, or of any guarantee or other liability of any third party, for any obligation of any other Vencor Company under any Financing Document; (d) any change in the corporate existence, structure or ownership of any other Vencor Companyof, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting affecting, the Company, any other Vencor Company Guarantor, or its any of their respective assets, or any resulting release or discharge of any obligation of the Company or of any other Vencor Company Guarantor contained in any Financing Loan Document; ; (ed) the existence of any claim, set-off or other rights which such Subsidiary the Guarantor may have at any time against any other Vencor Company, any Lender Party the Bank or any other Person, whether or not arising in connection with this Guaranty Agreementherewith; provided that nothing herein shall prevent (e) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the assertion Company, any other Guarantor or any other Person or Property; (f) any application of any such claim sums by separate suit whomsoever paid or compulsory counterclaim; howsoever realized to any obligation of the Company, regardless of what obligations of the Company remain unpaid; (fg) any invalidity or unenforceability relating to or against the Company or any other Vencor Company Guarantor for any reason of this Agreement or of any Financing Document, other Loan Document or any provision of applicable law or regulation purporting to prohibit the payment by the Company or any other Vencor Company Guarantor of the principal of or interest on the Note or any other amount payable by it under any Financing Documentthe Loan Documents; or (g) any other act or omission to act or delay of any kind by any other Vencor Company, any Lender Party or any other Person or any other circumstance whatsoever that might, but for the provisions of this Section, constitute a legal or equitable discharge of such Subsidiary Guarantor's obligations under this Guaranty Agreement.

Guarantee Unconditional. Except as provided in Section 8 hereofTo the extent permitted by Applicable Law, the obligations of each the Subsidiary Guarantor under this Guaranty Agreement shall be Guarantors hereunder are unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Issuer under this Indenture or any other Vencor Company under any Financing Document Note, by operation of law or otherwise; (b) any modification or amendment of or supplement to this Indenture or any Note (other than any modification, amendment or waiver of supplement in accordance with ARTICLE IX that purports to modify, amend or supplement to the obligations of any Financing Document;Subsidiary Guarantor). (c) any release, impairment, non-perfection or invalidity of any direct or indirect security, or of any guarantee or other liability of any third party, for any obligation of any other Vencor Company under any Financing Document; (d) any change in the corporate existence, structure or ownership of any other Vencor Companythe Issuer, or any insolvency, bankruptcy, reorganization reorganization, plan of arrangement or other similar proceeding affecting any other Vencor Company the Issuer or its assets, assets or any resulting release or discharge of any obligation of any other Vencor Company the Issuer contained in this Indenture or any Financing DocumentNote; (ed) the existence of any claim, set-off or other rights which such any of the Subsidiary Guarantor Guarantors may have at any time against any other Vencor Companythe Issuer, any Lender Party the Trustee or any other Person, whether or not arising in connection with this Guaranty AgreementIndenture or any unrelated transactions; provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim; (fe) any invalidity or unenforceability relating to or against any other Vencor Company the Issuer for any reason of this Indenture or any Financing DocumentNote, or any provision of applicable law or regulation Applicable Law purporting to prohibit the payment by the Issuer of the principal of or interest on any Note or any other Vencor Company of any amount payable by it the Issuer under any Financing Documentthis Indenture; or (gf) any other act or omission to act or delay of any kind by any other Vencor Companythe Issuer, any Lender Party the Trustee or any other Person or any other circumstance whatsoever that which might, but for the provisions of this SectionSection 7.2, constitute a legal or equitable discharge of such or defense to any of the Subsidiary Guarantor's Guarantors ‘ obligations under this Guaranty Agreementhereunder.

Guarantee Unconditional. Except as provided in Section 8 hereof, the The obligations of each Subsidiary Guarantor the Parent under this Guaranty Agreement shall be unconditional Section 11 are absolute and absolute and, without unconditional. Without limiting the generality of the foregoing, the obligations of the Parent under this Section 11 shall not be impaired, released, discharged or otherwise affected by: (ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower or any other Vencor Company Credit Party under this Agreement or any Financing Document other Loan Document, by operation of law or otherwise; (bii) any modification, amendment or waiver of or supplement to this Agreement or any Financing Loan Document; (ciii) any release, impairment, non-perfection impairment or invalidity of any direct or indirect security, or of any guarantee or other liability of any other Credit Party or third party, party for any obligation of the Borrower under this Agreement or any other Vencor Company under any Financing Loan Document; (div) any change in the corporate existence, structure or ownership of the Borrower or any other Vencor Company, Credit Party or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or any other Vencor Company or its assets, or any resulting release or discharge of any obligation of any other Vencor Company contained in any Financing DocumentCredit Party; (ev) the existence of any claim, set-off or other rights which such Subsidiary Guarantor the Parent may have at any time against the Borrower or any other Vencor CompanyCredit Party, any Lender Party the Bank or any other Person, whether or not arising in connection with the Advances and this Guaranty Agreement; provided that nothing herein shall prevent the assertion of Agreement or any such claim by separate suit or compulsory counterclaimunrelated transaction; (fvi) any invalidity or unenforceability relating to or against the Borrower or any other Vencor Company Credit Party for any reason of this Agreement or any Financing other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by any other Vencor Company Credit Party of any amount payable by it under this Agreement or any Financing other Loan Document; or (gvii) any other act or omission to act or delay of any kind by any other Vencor CompanyCredit Party, any Lender Party the Bank or any other Person or any other circumstance whatsoever that which might, but for the provisions of this SectionSection 11.2, constitute a legal or equitable discharge of such Subsidiary Guarantorthe Parent's obligations under this Guaranty AgreementSection 11.

Guarantee Unconditional. Except as provided in Section 8 hereof, the The obligations of each Subsidiary the Guarantor under this Guaranty Agreement shall be hereunder are unconditional and absolute and, without limiting the generality of the foregoing, shall will not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Substituted Issuer under the Indenture or any other Vencor Company under any Financing Document Note, by operation of law or otherwise; (b) any modification, modification or amendment or waiver of or supplement to the Indenture or any Financing DocumentNote; (c) any release, impairment, non-perfection or invalidity of any direct or indirect security, or of any guarantee or other liability of any third party, for any obligation of any other Vencor Company under any Financing Document; (d) any change in the corporate existence, structure or ownership of any other Vencor Companythe Substituted Issuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Vencor Company the Substituted Issuer or its assets, assets or any resulting release or discharge of any obligation of any other Vencor Company the Substituted Issuer contained in the Indenture or any Financing DocumentNote; (ed) the existence of any claim, set-off set‑off or other rights which such Subsidiary the Guarantor may have at any time against any other Vencor Companythe Substituted Issuer, any Lender Party the Trustee or any other Person, whether or not arising in connection with this Guaranty Agreement; the Indenture or any unrelated transactions, provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim; (fe) any invalidity or unenforceability relating to or against any other Vencor Company the Substituted Issuer for any reason of the Indenture or any Financing DocumentNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Substituted Issuer of the principal of or interest on any Note or any other Vencor Company of any amount payable by it the Substituted Issuer under any Financing Documentthe Indenture; or (gf) any other act or omission to act or delay of any kind by any other Vencor Companythe Substituted Issuer, any Lender Party the Trustee or any other Person or any other circumstance whatsoever that which might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of such Subsidiary or defense to the Guarantor's ’s obligations under this Guaranty Agreementhereunder.

Guarantee Unconditional. Except as provided in Section 8 hereof, the The obligations of each Subsidiary the Guarantor under this Guaranty Agreement shall be hereunder are unconditional and absolute and, without limiting the generality of the foregoing, shall will not be released, discharged or otherwise affected by: (a) 2.2.1 any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any other Vencor the Company under the Indenture or any Financing Document Note, by operation of law or otherwise; (b) 2.2.2 any modification, modification or amendment or waiver of or supplement to the Indenture or any Financing DocumentNote; (c) any release, impairment, non-perfection or invalidity of any direct or indirect security, or of any guarantee or other liability of any third party, for any obligation of any other Vencor Company under any Financing Document; (d) 2.2.3 any change in the corporate existence, structure or ownership of any other Vencor the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Vencor the Company or its assets, assets or any resulting release or discharge of any obligation of any other Vencor the Company contained in the Indenture or any Financing DocumentNote; (e) 2.2.4 the existence of any claim, set-off or other rights which such Subsidiary the Guarantor may have at any time against any other Vencor the Company, any Lender Party the Trustee or any other Person, whether or not arising in connection with this Guaranty Agreementthe Indenture or any unrelated transactions; provided PROVIDED that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim; (f) 2.2.5 any invalidity or unenforceability relating to or against any other Vencor the Company for any reason of the Indenture or any Financing DocumentNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of or interest on any Note or any other Vencor Company of any amount payable by it the Company under any Financing Documentthe Indenture; or (g) 2.2.6 any other act or omission to act or delay of any kind by any other Vencor the Company, any Lender Party the Trustee or any other Person or any other circumstance whatsoever that which might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of or defense to such Subsidiary Guarantor's ’s obligations under this Guaranty Agreementhereunder.

Guarantee Unconditional. Except as provided in Section 8 hereof, the The obligations of each Subsidiary Cable Guarantor under this Guaranty Agreement shall be hereunder with respect to the Guaranteed Obligations are unconditional and absolute and, without limiting the generality of the foregoing, shall will not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any other Vencor the Company under any Financing Document the Agreement by operation of law or otherwise; (b) any modification, modification or amendment or waiver of or supplement to any Financing Documentthe Agreement; (c) any release, impairment, non-perfection or invalidity of any direct or indirect security, or of any guarantee or other liability of any third party, for any obligation of any other Vencor Company under any Financing Document; (d) any change in the corporate existence, structure or ownership of any other Vencor the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Vencor the Company or its assets, assets or any resulting release or discharge of any obligation of any other Vencor the Company contained in any Financing Documentthe Agreement; (ed) the existence of any claim, set-off or other rights which such Subsidiary any Cable Guarantor may have at any time against the Company, the Holders of the Company Securities, any other Vencor Company, any Lender Party Cable Guarantor or any other Person, whether or not arising in connection with this Guaranty Agreement; herewith or an unrelated transactions, provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim; (fe) any invalidity invalidity, irregularity or unenforceability relating to or against any other Vencor the Company for any reason of any Financing Documentthe Agreement, or any provision of applicable law or regulation purporting to prohibit the payment by any other Vencor the Company of any amount amounts payable by it under any Financing Documentthe Company pursuant to the Agreement; or (gf) any other act or omission to act or delay of any kind by any other Vencor the Company, any Lender Party the Holders of the Company Securities or any other Person or any other circumstance whatsoever that which might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of or defense to such Subsidiary Cable Guarantor's obligations under this Guaranty Agreementhereunder.

Guarantee Unconditional. Except as provided in Section 8 hereof, the The obligations of each Subsidiary the New Guarantor under this Guaranty Agreement shall be hereunder are unconditional and absolute and, without limiting the generality of the foregoing, shall will not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any other Vencor the Company under this Indenture or any Financing Document Note, by operation of law or otherwise; (b) any modification, modification or amendment or waiver of or supplement to this Indenture or any Financing DocumentNote; (c) any release, impairment, non-perfection or invalidity of any direct or indirect security, or of any guarantee or other liability of any third party, for any obligation of any other Vencor Company under any Financing Document; (d) any change in the corporate existence, structure or ownership of any other Vencor the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Vencor the Company or its assets, assets or any resulting release or discharge of any obligation of any other Vencor the Company contained in this Indenture or any Financing DocumentNote; (ed) the existence of any claim, set-off or other rights which such Subsidiary any Guarantor may have at any time against any other Vencor the Company, any Lender Party the Trustee or any other Person, whether or not arising in connection with this Guaranty AgreementIndenture or any unrelated transactions; provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim; (fe) any invalidity or unenforceability relating to or against any other Vencor the Company for any reason of this Indenture or any Financing DocumentNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of or interest on any Note or any other Vencor Company of any amount payable by it the Company under any Financing Documentthis Indenture; or (gf) any other act or omission to act or delay of any kind by any other Vencor the Company, any Lender Party the Trustee or any other Person or any other circumstance whatsoever that which might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of such Subsidiary or defense to the any Guarantor's ’s obligations under this Guaranty Agreementhereunder.

Guarantee Unconditional. Except as provided in Section 8 hereof, the The obligations of each Subsidiary Guarantor under this Guaranty Agreement shall be Parent hereunder are unconditional and absolute and, without limiting the generality of the foregoing, shall will not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of Issuer under the Supplemented Indenture or any other Vencor Company under any Financing Document Note, by operation of law or otherwise; (b) any modification, modification or amendment or waiver of or supplement to the Supplemented Indenture or any Financing DocumentNote; (c) any release, impairment, non-perfection or invalidity of any direct or indirect security, or of any guarantee or other liability of any third party, for any obligation of any other Vencor Company under any Financing Document; (d) any change in the corporate existence, structure or ownership of any other Vencor CompanyIssuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Vencor Company Issuer or its assets, assets or any resulting release or discharge of any obligation of any other Vencor Company Issuer contained in the Supplemented Indenture or any Financing DocumentNote; (ed) the existence of any claim, set-off or other rights which such Subsidiary Guarantor Issuer may have at any time against any other Vencor CompanyParent, any Lender Party the Trustee or any other Person, whether or not arising in connection with this Guaranty Agreement; the Supplemented Indenture or any unrelated transactions, provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim; (fe) any invalidity or unenforceability relating to or against any other Vencor Company Issuer for any reason of the Supplemented Indenture or any Financing DocumentNote, or any provision of applicable law or regulation purporting to prohibit the payment by Issuer of the principal of or interest on any Note or any other Vencor Company of any amount payable by it Issuer under any Financing Documentthe Supplemented Indenture; or (gf) any other act or omission to act or delay of any kind by any other Vencor CompanyIssuer, any Lender Party the Trustee or any other Person or any other circumstance whatsoever that which might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of such Subsidiary Guarantor's or defense to Parent’s obligations under this Guaranty Agreementhereunder.

Guarantee Unconditional. Except as provided in Section 8 hereof, the The obligations of each Subsidiary Cable Guarantor under this Guaranty Agreement shall be hereunder with respect to the Securities are unconditional and absolute and, without limiting the generality of the foregoing, shall will not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any other Vencor the Company under any Financing Document the Indenture or such Security, by operation of law or otherwise; (b) any modification, modification or amendment or waiver of or supplement to any Financing Documentthe Indenture or such Security; (c) any release, impairment, non-perfection or invalidity of any direct or indirect security, or of any guarantee or other liability of any third party, for any obligation of any other Vencor Company under any Financing Document; (d) any change in the corporate existence, structure or ownership of any other Vencor Companythe obligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Vencor the Company or its assets, assets or any resulting release or discharge of any obligation of any other Vencor the Company contained in any Financing Documentthe Indenture or such Security; (ed) the existence of any claim, set-off or other rights which such Subsidiary any Cable Guarantor may have at any time against the Company, the Trustee, any other Vencor Company, any Lender Party Cable Guarantor or any other Person, whether or not arising in connection with this Guaranty Agreement; the Indenture or an unrelated transactions, provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim; (fe) any invalidity invalidity, irregularity or unenforceability relating to or against any other Vencor the Company for any reason of any Financing Documentthe Indenture or such Security, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of or interest on such Security or any other Vencor Company of any amount payable by it the Company under any Financing Documentthe Indenture; or (gf) any other act or omission to act or delay of any kind by any other Vencor the Company, any Lender Party the Trustee or any other Person or any other circumstance whatsoever that which might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of or defense to such Subsidiary Cable Guarantor's obligations under this Guaranty Agreementhereunder.

Guarantee Unconditional. Except as provided in Section 8 hereof, the The obligations of each Subsidiary Guarantor under this Guaranty Agreement shall be the Company hereunder are unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Issuer under this Indenture or any other Vencor Company under any Financing Document Security, by operation of law or otherwise; (b) any modification, modification or amendment or waiver of or supplement to this Indenture (other than this Article X) or any Financing DocumentSecurity; (c) any release, impairment, non-perfection or invalidity of any direct or indirect security, or of any guarantee or other liability of any third party, for any obligation of any other Vencor Company under any Financing Document; (d) any change in the corporate existence, structure or ownership of any other Vencor Companythe Issuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Vencor Company the Issuer or its assets, assets or any resulting release or discharge of any obligation of any other Vencor Company the Issuer contained in this Indenture or any Financing DocumentSecurity; (ed) the existence of any claim, set-off or other rights which such Subsidiary Guarantor the Company may have at any time against any other Vencor Companythe Issuer, any Lender Party the Trustee or any other Person, whether or not arising in connection with this Guaranty AgreementIndenture or any unrelated transactions; provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim; (fe) any invalidity or unenforceability relating to or against any other Vencor Company the Issuer for any reason of this Indenture or any Financing DocumentSecurity, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer of the principal of or interest on any Security or any other Vencor Company of any amount payable by it the Issuer under any Financing Document; orthis Indenture; (gf) any other act or omission to act or delay of any kind by any other Vencor Companythe Issuer, any Lender Party the Trustee or any other Person or any other circumstance whatsoever that which might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of such Subsidiary Guarantoror defense to the Company's obligations under hereunder; or (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Guaranty AgreementIndenture.

Guarantee Unconditional. Except as provided in Section 8 hereof, the The obligations of each Subsidiary Guarantor under this Guaranty Agreement shall be hereunder are unconditional and absolute and, without limiting the generality of the foregoing, shall will not be released, discharged or otherwise affected by: (a1) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Issuer under the Indenture or any other Vencor Company under any Financing Document Note, by operation of law or otherwise; (b2) any modification, modification or amendment or waiver of or supplement to the Indenture or any Financing DocumentNote; (c) any release, impairment, non-perfection or invalidity of any direct or indirect security, or of any guarantee or other liability of any third party, for any obligation of any other Vencor Company under any Financing Document; (d3) any change in the corporate existence, structure or ownership of any other Vencor Companythe Issuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Vencor Company the Issuer or its assets, assets or any resulting release or discharge of any obligation of any other Vencor Company the Issuer contained in the Indenture or any Financing DocumentNote; (e4) the existence of any claim, set-off or other rights which such Subsidiary the Guarantor may have at any time against any other Vencor Companythe Issuer, any Lender Party the Trustee or any other Person, whether or not arising in connection with this Guaranty Agreement; the Indenture or any unrelated transactions, provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim; (f5) any invalidity or unenforceability relating to or against any other Vencor Company the Issuer for any reason of the Indenture or any Financing DocumentNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer of the principal of or interest on any Note or any other Vencor Company of any amount payable by it the Issuer under any Financing Documentthe Indenture; or (g6) any other act or omission to act or delay of any kind by any other Vencor Companythe Issuer, any Lender Party the Trustee or any other Person or any other circumstance whatsoever that which might, but for the provisions of this Section, constitute a legal or equitable discharge of or defense to such Subsidiary Guarantor's ’s obligations under this Guaranty Agreementhereunder.

Guarantee Unconditional. Except as provided in Section 8 hereof, the The obligations of each Subsidiary Guarantor as a guarantor under this Guaranty Agreement Section 9 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company or of any other Vencor Company Guarantor under this Agreement or any Financing other Loan Document or by operation of law or otherwise; (b) any modification, modification or amendment or waiver of or supplement to this Agreement or any Financing other Loan Document; (c) any release, impairment, non-perfection or invalidity of any direct or indirect security, or of any guarantee or other liability of any third party, for any obligation of any other Vencor Company under any Financing Document; (d) any change in the corporate existence, structure or ownership of any other Vencor Companyof, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting affecting, the Company, any other Vencor Company Guarantor, or its any of their respective assets, or any resulting release or discharge of any obligation of the Company or of any other Vencor Company Guarantor contained in any Financing Loan Document; (ed) the existence of any claim, set-off or other rights which such Subsidiary the Guarantor may have at any time against any other Vencor Company, any Lender Party the Bank or any other Person, whether or not arising in connection with this Guaranty Agreement; provided that nothing herein shall prevent herewith; (e) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the assertion of Company, any such claim by separate suit other Guarantor or compulsory counterclaimany other Person or Property; (f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Company, regardless of what obligations of the Company remain unpaid; (g) any invalidity or unenforceability relating to or against the Company or any other Vencor Company Guarantor for any reason of this Agreement or of any Financing Document, other Loan Document or any provision of applicable law or regulation purporting to prohibit the payment by the Company or any other Vencor Company Guarantor of the principal of or interest on the Note or any other amount payable by it under any Financing Documentthe Loan Documents; or (gh) any other act or omission to act or delay of any kind by any other Vencor Company, any Lender Party the Bank or any other Person or any other circumstance whatsoever that might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of such Subsidiary Guarantor's the obligations of the Guarantor under this Guaranty AgreementSection 9.

Guarantee Unconditional. Except as provided in Section 8 hereof, the The obligations of each Subsidiary the Guarantor under this Guaranty Agreement hereunder shall be irrevocable, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected byregard to: (a) any extensionamendment, renewal, settlement, compromise, waiver consent or release in respect of any obligation of the terms of the Charter or of the obligations under any thereof of any other Vencor Company under any Financing Document by operation Person (provided only that such amendment, consent or release is effected in accordance with the terms of law or otherwise;the Charter); or (b) any modificationtaking, amendment or waiver of or supplement to any Financing Document; (c) any holding, exchange, release, impairment, non-perfection nonperfection or invalidity of any direct or indirect security, or of any guarantee or other liability of any third party, security for any obligation of any other Vencor Company the Charterer under any Financing Document;the Charter; or (dc) any change in the corporate existence, structure or ownership of any other Vencor Companythe Charterer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Vencor Company the Charterer or its assets, or any resulting release or discharge of any obligation of any other Vencor Company contained in any Financing Document;; or (ed) the existence of any claim, set-off setoff or other rights which such Subsidiary the Guarantor may have at any time against any other Vencor Company, any Lender Party or any other Person, whether or not arising in connection with this Guaranty Agreementthe Charterer; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;or (fe) any invalidity or unenforceability relating to or against any other Vencor Company for any defense arising by reason of any Financing Documentinvalidity, unenforceability or other defense of the Charterer, or other defense of the Guarantor or by reason of the cessation from any provision cause whatsoever of applicable law the liability either in whole or regulation purporting in part of the Charterer to prohibit the payment by any other Vencor Company of pay any amount payable by it under the Charter; or (f) any Financing Documentconsent, release, renewal, refinancing, refunding, amendment or modification of or addition or supplement to or waiver of any of the terms of the Charter or of any other agreement which may be made relating to the Charter or of the obligations under any thereof of any Person (provided only that such consent, release, renewal, refinancing, refunding, amendment or modification of or addition or supplement to or waiver is effected in accordance with the terms of the Charter); or (g) any other act exercise or omission to act or delay non-exercise of any kind by right, power, privilege or remedy under or in respect of this Guarantee or the Charter, or any waiver of any such right, power, privilege or remedy or of any default in respect of the Charter, or any receipt of any collateral security or any sale, exchange, surrender, release, discharge, failure to perfect or to continue perfected, loss, abandonment or alteration of, or other Vencor Companydealing with, any Lender Party collateral security by whomsoever at any time pledged or mortgaged to secure, or however securing, any other Person or any other circumstance whatsoever that might, but for of the provisions of this Section, constitute a legal or equitable discharge of such Subsidiary Guarantor's obligations under this Guaranty Agreementor any liabilities (including liabilities of the Guarantor hereunder) incurred directly or indirectly in respect thereof.

Guarantee Unconditional. Except as provided in Section 8 hereof, the The obligations of each Subsidiary the Guarantor under this Guaranty Agreement its Note Guarantee shall be unconditional and absolute and, without limiting the generality of the foregoing, shall will not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Issuer under the Indenture or any other Vencor Company under any Financing Document Note, by operation of law or otherwise; (b) any modification, modification or amendment or waiver of or supplement to the Indenture or any Financing DocumentNote; (c) any release, impairment, non-perfection or invalidity of any direct or indirect security, or of any guarantee or other liability of any third party, for any obligation of any other Vencor Company under any Financing Document; (d) any change in the corporate existence, structure or ownership of any other Vencor Companythe Issuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Vencor Company the Issuer or its assets, assets or any resulting release or discharge of any obligation of any other Vencor Company the Issuer contained in the Indenture or any Financing DocumentNote; (ed) the existence of any claim, set-off or other rights which such Subsidiary the Guarantor may have at any time against any other Vencor Companythe Issuer, any Lender Party the Trustee or any other Person, whether or not arising in connection with this Guaranty Agreement; the Indenture or any unrelated transactions, provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim; (fe) any invalidity or unenforceability relating to or against any other Vencor Company the Issuer for any reason of the Indenture or any Financing DocumentNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer of the principal of or interest on any Note or any other Vencor Company of any amount payable by it the Issuer under any Financing Documentthe Indenture; or (gf) any other act or omission to act or delay of any kind by any other Vencor Companythe Issuer, any Lender Party the Trustee or any other Person or any other circumstance whatsoever that which might, but for the provisions of this Section, constitute a legal or equitable discharge of such Subsidiary or defense to the Guarantor's ’s obligations under this Guaranty Agreementthereunder.

Guarantee Unconditional. Except as provided in Section 8 hereof, the The obligations of each Subsidiary Guarantor as a guarantor under this Guaranty Agreement Section 9 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company or of any other Vencor Company Guarantor under this Agreement or any Financing other Loan Document or by operation of law or otherwise; (b) any modification, modification or amendment or waiver of or supplement to this Agreement or any Financing other Loan Document; (c) any release, impairment, non-perfection or invalidity of any direct or indirect security, or of any guarantee or other liability of any third party, for any obligation of any other Vencor Company under any Financing Document; (d) any change in the corporate existence, structure or ownership of any other Vencor Companyof, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting affecting, the Company, any other Vencor Company Guarantor, or its any of their respective assets, or any resulting release or discharge of any obligation of the Company or of any other Vencor Company Guarantor contained in any Financing Loan Document; (ed) the existence of any claim, set-off or other rights which such Subsidiary the Guarantor may have at any time against any other Vencor Company, any Lender Party the Bank or any other Person, whether or not arising in connection with this Guaranty Agreement; provided that nothing herein shall prevent herewith; (e) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the assertion of Company, any such claim by separate suit other Guarantor or compulsory counterclaimany other Person or Property; (f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Company, regardless of what obligations of the Company remain unpaid; (g) any invalidity or unenforceability relating to or against the Company or any other Vencor Company Guarantor for any reason of this Agreement or of any Financing Document, other Loan Document or any provision of applicable law or regulation purporting to prohibit the payment by the Company or any other Vencor Company Guarantor of the principal of or interest on any Note or any other amount payable by it under any Financing Documentthe Loan Documents; or (gh) any other act or omission to act or delay of any kind by any other Vencor Companythe Agent, any Lender Party Bank or any other Person or any other circumstance whatsoever that might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of such Subsidiary Guarantor's the obligations of the Guarantor under this Guaranty AgreementSection 9.

Guarantee Unconditional. Except as provided in Section 8 hereof, the The obligations of each Subsidiary the Guarantor under this Guaranty Agreement shall be hereunder are unconditional and absolute and, without limiting the generality of the foregoing, shall will not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Issuer under this Indenture or any other Vencor Company under any Financing Document Security, by operation of law or otherwise; (b) any modification, modification or amendment or waiver of or supplement to this Indenture or any Financing DocumentSecurity; (c) any release, impairment, non-perfection or invalidity of any direct or indirect security, or of any guarantee or other liability of any third party, for any obligation of any other Vencor Company under any Financing Document; (d) any change in the corporate existence, structure or ownership of any other Vencor Companythe Issuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Vencor Company the Issuer or its assets, assets or any resulting release or discharge of any obligation of any other Vencor Company the Issuer contained in this Indenture or any Financing DocumentSecurity; (ed) the existence of any claim, set-set off or other rights which such Subsidiary the Guarantor may have at any time against any other Vencor Companythe Issuer, any Lender Party the Trustee or any other Person, whether or not arising in connection with this Guaranty Agreement; Indenture or any unrelated transactions, provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim; (fe) any invalidity or unenforceability relating to or against any other Vencor Company the Issuer for any reason of this Indenture or any Financing DocumentSecurity, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer of the principal of or interest on any Security or any other Vencor Company of any amount payable by it the Issuer under any Financing Documentthis Indenture; or (gf) any other act or omission to act or delay of any kind by any other Vencor Companythe Issuer, any Lender Party the Trustee or any other Person or any other circumstance whatsoever that which might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of such Subsidiary or defense to the Guarantor's ’s obligations under this Guaranty Agreementhereunder.

Guarantee Unconditional. Except as provided in Section 8 hereof, the The obligations of each Subsidiary the Guarantor under this Guaranty Agreement shall be hereunder are unconditional and absolute and, without limiting the generality of the foregoing, shall will not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any other Vencor the Company under the Indenture or any Financing Document Debenture, by operation of law or otherwise; (b) any modification, modification or amendment or waiver of or supplement to the Indenture or any Financing DocumentDebenture; (c) any release, impairment, non-perfection or invalidity of any direct or indirect security, or of any guarantee or other liability of any third party, for any obligation of any other Vencor Company under any Financing Document; (d) any change in the corporate existence, structure or ownership of any other Vencor the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Vencor the Company or its assets, assets or any resulting release or discharge of any obligation of any other Vencor the Company contained in the Indenture or any Financing DocumentDebenture; (ed) the existence of any claim, set-off or other rights which such Subsidiary the Guarantor may have at any time against any other Vencor the Company, any Lender Party the Trustee or any other Person, whether or not arising in connection with this Guaranty Agreement; the Indenture or an unrelated transaction, provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim; (fe) any invalidity invalidity, irregularity or unenforceability relating to or against any other Vencor the Company for any reason of the Indenture or any Financing DocumentDebenture, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the Principal of or interest on any Debenture or any other Vencor Company of any amount payable by it the Company under any Financing Documentthe Indenture; or (gf) any other act or omission to act or delay of any kind by any other Vencor the Company, any Lender Party the Trustee or any other Person or any other circumstance whatsoever that which might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of such Subsidiary or defense to the Guarantor's ’s obligations under this Guaranty Agreementhereunder.

Guarantee Unconditional. Except as provided in Section 8 hereof, the The obligations of each Subsidiary the Guarantor under this Guaranty Agreement hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver settlement of or release in respect of any obligation of any other Vencor Company under any Financing Document by operation of law or otherwisesupplement to the Agreement; (b) any modification, modification or amendment or waiver of or supplement to any Financing Documentthe Agreement; (c) any release, impairment, non-perfection or invalidity of any direct or indirect security, or of any guarantee or other liability of any third party, security for any obligation of any other Vencor Company the Obligor under any Financing Documentthe Agreement; (d) any change in the corporate existence, structure or ownership of any other Vencor Companythe Obligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Vencor Company the Obligor or its assets, assets or any resulting release or discharge of any obligation of any other Vencor Company the Obligor contained in any Financing Documentthe Agreement; (e) the existence of any claim, set-off or other rights which such Subsidiary the Guarantor may have at any time against any other Vencor Companythe Obligor, any Lender Party the Beneficiary or any other Personentity, whether or not arising in connection herewith or with this Guaranty Agreement; any unrelated transaction, provided that nothing herein shall prevent the assertion of or any such claim by separate suit or compulsory counterclaim; (f) any invalidity or unenforceability relating to or against any other Vencor Company the Obligor for any reason of any Financing Document, the Agreement or any provision of applicable law or regulation purporting to prohibit the payment by the Obligor of principal, premium or interest on any loan made pursuant to, or any other Vencor Company of any amount payable by it under any Financing Documentpursuant to the Agreement; or (g) any other act or omission to act or delay of any kind by any other Vencor Companythe Obligor, any Lender Party the Beneficiary or any other Person person or any other circumstance whatsoever that whatever which might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of such Subsidiary or defense to the Guarantor's ’s obligations under this Guaranty Agreementhereunder.

Guarantee Unconditional. Except as provided in Section 8 hereof, the The obligations of each Subsidiary Guarantor under this Guaranty Agreement shall be hereunder with respect to a series of Securities are unconditional and absolute and, without limiting the generality of the foregoing, shall will not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any other Vencor Company the Issuer under any Financing Document the Indenture or such Security, by operation of law or otherwise; (b) any modification, modification or amendment or waiver of or supplement to any Financing Documentthe Indenture or such Security; (c) any release, impairment, non-perfection or invalidity of any direct or indirect security, or of any guarantee or other liability of any third party, for any obligation of any other Vencor Company under any Financing Document; (d) any change in the corporate existence, structure or ownership of any other Vencor Companythe obligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Vencor Company the Issuer or its assets, assets or any resulting release or discharge of any obligation of any other Vencor Company the Issuer contained in any Financing Documentthe Indenture or such Security; (ed) the existence of any claim, set-off or other rights which such Subsidiary any Guarantor may have at any time against the Issuer, the Trustee, any other Vencor Company, any Lender Party Guarantor or any other Person, whether or not arising in connection with this Guaranty Agreement; the Indenture or an unrelated transaction, provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim; (fe) any invalidity invalidity, irregularity or unenforceability relating to or against any other Vencor Company the Issuer for any reason of any Financing Documentthe Indenture or such Security, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer of the principal of or interest on such Security or any other Vencor Company of any amount payable by it the Issuer under any Financing Documentthe Indenture; or (gf) any other act or omission to act or delay of any kind by any other Vencor Companythe Issuer, any Lender Party the Trustee or any other Person or any other circumstance whatsoever that which might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of or defense to such Subsidiary Guarantor's ’s obligations under this Guaranty Agreementhereunder.

Guarantee Unconditional. Except as provided in Section 8 hereof, the The obligations of each Subsidiary Guarantor under this Guaranty Agreement shall be Infineon hereunder are unconditional and absolute and, without limiting the generality of the foregoing, shall will not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any other Vencor the Company under the Indenture or any Financing Document Note, by operation of law or otherwise; (b) any modification, modification or amendment or waiver of or supplement to the Indenture or any Financing DocumentNote; (c) any release, impairment, non-perfection or invalidity of any direct or indirect security, or of any guarantee or other liability of any third party, for any obligation of any other Vencor Company under any Financing Document; (d) any change in the corporate existence, structure or ownership of any other Vencor the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Vencor the Company or its assets, assets or any resulting release or discharge of any obligation of any other Vencor the Company contained in the Indenture or any Financing DocumentNote; (ed) the existence of any claim, set-off or other rights which such Subsidiary Guarantor Infineon may have at any time against any other Vencor the Company, any Lender Party the Trustee or any other Person, whether or not arising in connection with this Guaranty Agreement; the Indenture or any unrelated transactions, provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim; (fe) any invalidity or unenforceability relating to or against any other Vencor the Company for any reason of the Indenture or any Financing DocumentNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of or interest on any Note or any other Vencor Company of any amount payable by it the Company under any Financing Documentthe Indenture; or (gf) any other act or omission to act or delay of any kind by any other Vencor the Company, any Lender Party the Trustee or any other Person or any other circumstance whatsoever that which might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of such Subsidiary Guarantor's or defense to Infineon’s obligations under this Guaranty Agreementhereunder.

Guarantee Unconditional. Except as provided in Section 8 hereof, the The obligations of each Subsidiary the Guarantor under this Guaranty Agreement shall be hereunder are unconditional and absolute and, without limiting the generality of the foregoing, shall will not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Issuer under this Indenture or Securities of any other Vencor Company under any Financing Document series, by operation of law or otherwise; (b) any modification, modification or amendment or waiver of or supplement to this Indenture or Securities of any Financing DocumentSeries; (c) any release, impairment, non-perfection or invalidity of any direct or indirect security, or of any guarantee or other liability of any third party, for any obligation of any other Vencor Company under any Financing Document; (d) any change in the corporate existence, structure or ownership of any other Vencor Companythe Issuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Vencor Company the Issuer or its assets, assets or any resulting release or discharge of any obligation of any other Vencor Company the Issuer contained in this Indenture or Securities of any Financing DocumentSeries; (ed) the existence of any claim, set-off or other rights which such Subsidiary the Guarantor may have at any time against any other Vencor Companythe Issuer, any Lender Party the Trustee or any other Person, whether or not arising in connection with this Guaranty AgreementIndenture or unrelated transactions; provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim; (fe) any invalidity invalidity, irregularity or unenforceability relating to or against any other Vencor Company the Issuer for any reason of this Indenture or Securities of any Financing DocumentSeries, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer of the principal of or interest on Securities of any Series or any other Vencor Company of any amount payable by it the Issuer under any Financing Documentthis Indenture; or (gf) any other act or omission to act or delay of any kind by any other Vencor Companythe Issuer, any Lender Party the Trustee or any other Person or any other circumstance whatsoever that which might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of such Subsidiary or defense to the Guarantor's ’s obligations under this Guaranty Agreementhereunder.

Guarantee Unconditional. Except as provided in Section 8 hereof, the (a) The obligations of each Guaranteeing Subsidiary Guarantor under this Guaranty Agreement shall be hereunder are direct, unsubordinated, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (a1) any extension, renewal, settlement, compromise, failure to enforce, waiver or release in respect of any obligation of any other Vencor Company the Issuers under any Financing Document the Indenture, this Supplemental Indenture or under the Notes, by operation of law or otherwise; (b2) any modificationrescission, waiver or, subject to Section 10.03 of the Indenture, any modification or amendment or waiver of or supplement to any Financing Documentto, the Indenture or the Notes; (c3) any release, impairment, non-perfection the occurrence or invalidity notice of any direct default or indirect security, event of default under the Indenture or of any guarantee or other liability of any third party, for any obligation of under any other Vencor Company under any Financing Documentagreement; (d4) any change in the corporate existence, structure or ownership of any other Vencor Companyan Issuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Vencor Company an Issuer or its assets, their assets or any resulting release or discharge of any obligation of any other Vencor Company an Issuer contained in any Financing Documentunder the Indenture or under the Notes; (e5) the existence of any claim, set-off setoff or other rights which such Guaranteeing Subsidiary Guarantor may have at any time against any other Vencor Companyan Issuer, any Lender Party the Trustee or any other Person, whether or not arising in connection with this Guaranty Agreement; the Indenture or any unrelated transactions, provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim; (f6) any invalidity or unenforceability relating to or against any other Vencor Company an Issuer for any reason of the Indenture or any Financing DocumentNote, or any provision of applicable law or regulation purporting to prohibit the payment by an Issuer of the principal of or interest on the Notes or any other Vencor Company of any amount payable by it an Issuer under any Financing Documentthe Indenture; or (g7) any other act or omission to act or delay of any kind by any other Vencor Companyan Issuer, any Lender Party the Trustee or any other Person or any other circumstance whatsoever that which might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of or defense to such Subsidiary Guarantor's Guaranteeing Subsidiary’s obligations under this Guaranty Agreementhereunder.

Guarantee Unconditional. Except as provided in Section 8 hereof, the The obligations of each Subsidiary the Guarantor under this Guaranty Agreement Section 8 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: : (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any other Vencor Company Obligor under any Financing Document Loan Document, by operation of law or otherwise; ; (b) any modification, modification or amendment or waiver of or supplement to any Financing Loan Document; ; (c) any modification, amendment, waiver, release, impairment, non-perfection or invalidity of any direct or indirect security, or of any guarantee or other liability of any third party, for any obligation of any other Vencor Company Obligor under any Financing Loan Document; ; (d) any change in the corporate existence, structure or ownership of any other Vencor CompanyObligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Vencor Company Obligor or its assets, assets or any resulting release or discharge of any obligation of any other Vencor Company Obligor contained in any Financing Loan Document; ; (e) the existence of any claim, set-off or other rights which such Subsidiary the Guarantor may have at any time against any other Vencor Company, any Lender Party Obligor or any other Person, whether or not arising in connection with this Guaranty Agreement; any Loan Document, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; ; (f) any invalidity or unenforceability relating to or against any other Vencor Company Obligor for any reason of any Financing Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by any other Vencor Company Obligor of the principal of or interest on the Note or any other amount payable by it under any Financing Loan Document; or or (g) any other act or omission to act or delay of any kind by any other Vencor CompanyObligor, any Lender Party or any other Person or any other circumstance whatsoever that might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of such Subsidiary Guarantor's the obligations of the Guarantor under this Guaranty AgreementSection 8.

Guarantee Unconditional. Except as provided in Section 8 hereof, the The obligations of each Subsidiary the Parent Guarantor under this Guaranty Agreement shall be hereunder are unconditional and absolute and, without limiting the generality of the foregoing, shall will not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any other Vencor the Company under this Indenture or any Financing Document Note, by operation of law or otherwise; (b) any modification, modification or amendment or waiver of or supplement to this Indenture or any Financing DocumentNote; (c) any release, impairment, non-perfection or invalidity of any direct or indirect security, or of any guarantee or other liability of any third party, for any obligation of any other Vencor Company under any Financing Document; (d) any change in the corporate existence, structure or ownership of any other Vencor the Company, or any insolvency, bankruptcy, reorganization reorganizatio n or other similar proceeding affecting any other Vencor the Company or its assets, assets or any resulting release or discharge of any obligation of any other Vencor the Company contained in this Indenture or any Financing DocumentNote; (ed) the existence of any claim, set-set off or other rights which such Subsidiary the Parent Guarantor may have at any time against any other Vencor the Company, any Lender Party the Trustee or any other Person, whether or not arising in connection with this Guaranty AgreementIndenture or any unrelated transactions; provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim; (fe) any invalidity invalidity, irregularity, or unenforceability relating to or against any other Vencor the Company for any reason of any Financing Document, this Indenture or any provision of applicable law or regulation purporting to prohibit the payment by any other Vencor Company of any amount payable by it under any Financing DocumentNote; or (gf) any other act or omission to act or delay of any kind by any other Vencor the Company, any Lender Party the Trustee or any other Person or any other circumstance whatsoever that which might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of such Subsidiary or defense to the Parent Guarantor's ’s obligations under this Guaranty Agreementhereunder.

Guarantee Unconditional. Except as provided in Section 8 hereof, the The obligations of each Subsidiary Guarantor under this Guaranty Agreement shall be hereunder are unconditional and absolute and, without limiting the generality of the foregoing, shall will not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any other Vencor the Company under this Indenture or any Financing Document Note, by operation of law or otherwise; (b) any modification, modification or amendment or waiver of or supplement to this Indenture or any Financing DocumentNote; (c) any release, impairment, non-perfection or invalidity of any direct or indirect security, or of any guarantee or other liability of any third party, for any obligation of any other Vencor Company under any Financing Document; (d) any change in the corporate existence, structure or ownership of any other Vencor the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Vencor the Company or its assets, assets or any resulting release or discharge of any obligation of any other Vencor the Company contained in this Indenture or any Financing DocumentNote; (ed) the existence of any claim, set-off or other rights which such Subsidiary the Guarantor may have at any time against any other Vencor the Company, any Lender Party the Trustee or any other Person, whether or not arising in connection with this Guaranty Agreement; Indenture or any unrelated transactions, provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim; (fe) any invalidity or unenforceability relating to or against any other Vencor the Company for any reason of this Indenture or any Financing DocumentNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of or interest on any Note or any other Vencor Company of any amount payable by it the Company under any Financing Documentthis Indenture; or (gf) any other act or omission to act or delay of any kind by any other Vencor the Company, any Lender Party the Trustee or any other Person or any other circumstance whatsoever that which might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of or defense to such Subsidiary Guarantor's obligations under this Guaranty Agreementhereunder.

Guarantee Unconditional. Except as provided in Section 8 hereof, the The obligations of each Subsidiary the Guarantor under this Guaranty Agreement Article II shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any other Vencor Company Obligor under any Financing Document Document, by operation of law or otherwise; (b) any modification, modification or amendment or waiver of or supplement to any Financing DocumentDocument (other than as specified in an amendment or waiver of this Subsidiary Guarantee effected in accordance with Section 4.03); (c) any modification, amendment, waiver, release, impairment, non-perfection or invalidity of any direct or indirect security, or of any guarantee guaranty or other liability of any third party, for any obligation of any other Vencor Company Obligor under any Financing Document; (d) any change in the corporate existence, structure or ownership of any other Vencor CompanyObligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Vencor Company Obligor or its assets, assets or any resulting release or discharge of any obligation of any other Vencor Company Obligor contained in any Financing Document; (e) the existence of any claim, set-off or other rights which such Subsidiary the Guarantor may have at any time against any other Vencor CompanyObligor, the Agent, any Lender Party Bank or any other Person, whether or not arising in connection with this Guaranty Agreementthe Financing Documents; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (f) any invalidity or unenforceability relating to or against any other Vencor Company Obligor for any reason of any Financing Document, or any provision of applicable law or regulation purporting to prohibit the payment by any other Vencor Company Obligor of the principal of or interest on any Promissory Note or any other amount payable by it any other Obligor under any Financing Document; or (g) any other act or omission to act or delay of any kind by any other Vencor CompanyObligor, the Agent, any Lender Party Bank or any other Person or any other circumstance whatsoever that might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of such Subsidiary Guarantor's the obligations of the Guarantor under this Guaranty AgreementArticle II.

Guarantee Unconditional. Except as provided in Section 8 hereof, the The obligations of each Subsidiary Guarantor Credit Party under this Guaranty Agreement shall be Article X are continuing, unconditional and absolute and, without limiting the generality of the foregoing, shall will not be released, discharged discharged, diminished, limited or otherwise affected by: by (and each Credit Party hereby consents to or waives, as applicable, to the fullest extent permitted by applicable law): (a) any extension, other indulgence, renewal, settlement, discharge, compromise, waiver waiver, subordination or release in respect of any obligation of any other Vencor Company under any Financing Document by operation of law Obligation, security, Person or otherwise; ; (b) any modification, modification or amendment or waiver of or supplement to the Obligations, including any Financing Document; increase or decrease in the principal, the rates of interest or other amounts payable thereunder; (c) any release, impairment, non-non perfection or invalidity of any direct or indirect security, or of any guarantee or other liability of any third party, security for any obligation of any other Vencor Company under any Financing Document; Obligation; (d) any change in the corporate existence, structure structure, constitution, name, objects, powers, business, control or ownership of any Borrower or any other Vencor CompanyPerson, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Borrower or any other Vencor Company person or its assets, or any resulting release or discharge of any obligation of any other Vencor Company contained in any Financing Document; ; (e) the existence of any claim, set-off setoff or other rights which such Subsidiary Guarantor any Credit Party may have at any time against any other Vencor CompanyBorrower, the Administrative Agent, any Lender Party Lender, or any other Person, whether or not arising in connection with this Guaranty Agreementherewith or any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (f) any invalidity invalidity, illegality or unenforceability relating to or against any other Vencor Company for any reason of any Financing Document, Borrower or any provision of applicable law or regulation purporting to prohibit the payment by any Borrower of the principal or interest under the Obligations; (g) any limitation, postponement, prohibition, subordination or other Vencor Company restriction on the rights of the Administrative Agent or any Lender to payment of the Obligations; (h) any release, substitution or addition of any cosigner, endorser or other guarantor of the Obligations; (i) any defense arising by reason of any failure of the Administrative Agent or any Lender to make any presentment, demand for performance, notice of non performance, protest, and any other notice, including notice of all of the following: acceptance of this Article X, partial payment or non payment of all or any part of the Obligations and the existence, creation, or incurring of new or additional Obligations; (j) any defense arising by reason of any failure of the Administrative Agent or any Lender to proceed against any Borrower or any other Person, to proceed against, apply or exhaust any security held from any Borrower or any other Person for the Obligations, to proceed against, apply or exhaust any security held from any Credit Party or any other Person for this Article X or to pursue any other remedy in the power of the Administrative Agent or any Lender whatsoever; (k) any law which provides that the obligation of a guarantor must neither be larger in amount payable nor in other respects more burdensome than that of the principal obligation or which reduces a guarantor’s obligation in proportion to the principal obligation; (l) any defense arising by it under reason of any Financing Documentincapacity, lack of authority, or other defense of any Borrower or any other Person, or by reason of any limitation, postponement, prohibition on the Administrative Agent’s or any Lender’s right to payment of the Obligations or any part thereof, or by reason of the cessation from any cause whatsoever of the liability of any Borrower or any other Person with respect to all or any part of the Obligations, or by reason of any act or omission of the Administrative Agent, any Lender or others which directly or indirectly results in the discharge or release of any Borrower or any other Person or all or any part of the Obligations or any security or guarantee therefor, whether by contract, operation of law or otherwise; or (gm) any defense arising by reason of any failure by the Administrative Agent or any Lender to obtain, perfect or maintain a perfected or prior (or any) security interest in or lien or encumbrance upon any property of any Borrower or any other Person, or by reason of any interest of the Administrative Agent or any Lender in any property, whether as owner thereof or the holder of a security interest therein or lien or encumbrance thereon, being invalidated, voided, declared fraudulent or preferential or otherwise set aside, or by reason of any impairment by the Administrative Agent or any Lender of any right to recourse or collateral; (n) any defense arising by reason of the failure of the Administrative Agent or any Lender to xxxxxxxx any assets; (o) any defense based upon any failure of the Administrative Agent or any Lender to give to any Borrower or any Credit Party notice of any sale or other disposition of any property securing any or all of the Obligations or any guarantee thereof, or any defect in any notice that may be given in connection with any sale or other disposition of any such property, or any failure of the Administrative Agent or any Lender to comply with any provision of applicable law in enforcing any security interest in or lien upon any such property, including any failure by the Administrative Agent to dispose of any such property in a commercially reasonable manner; (p) any dealing whatsoever with any Borrower or other Person or any security, whether negligently or not, or any failure to do so; (q) any defense based upon or arising out of any bankruptcy, insolvency, reorganization, moratorium, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Borrower or any other Person, including any discharge of, or bar against collecting, any of the Obligations, in or as a result of any such proceeding; or (r) any other act or omission to act or delay of any kind by any other Vencor CompanyBorrower, the Administrative Agent, any Lender Party Lender, or any other Person or any other circumstance whatsoever that whatsoever, whether similar or dissimilar to the foregoing, which might, but for the provisions of this SectionArticle X, constitute a legal or equitable discharge discharge, limitation or reduction of such Subsidiary Guarantor's any Credit Party’s obligations under this Guaranty Agreementhereunder (other than the payment in full of all of the Obligations). The foregoing provisions apply (and the foregoing waivers will be effective) even if the effect of any action (or failure to take action) by the Administrative Agent or any Lender is to destroy or diminish any Credit Party’s subrogation rights, each Credit Party’s right to proceed against any Borrower for reimbursement, each Credit Party’s right to recover contribution from any other guarantor or any other right or remedy.

Guarantee Unconditional. Except as provided in Section 8 hereof, the obligations of each Subsidiary Guarantor under this Guaranty Agreement The SXL Guarantee shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be releasedrelease, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any other Vencor Company the Partnership under any Financing Document the Indenture or the Outstanding Notes, by operation of law or otherwise; (b) any modification or amendment of, or supplement to, the Indenture or the Outstanding Notes (other than a modification, amendment or waiver supplement effected in accordance with the terms of the Indenture that expressly releases, discharges or supplement to any Financing Documentotherwise affects the SXL Guarantee); (c) any release, impairment, non-perfection or invalidity of any direct or indirect security, or of any guarantee or other liability of any third party, for any obligation of any other Vencor Company under any Financing Document; (d) any change in the corporate existence, structure or ownership of any other Vencor Companythe Partnership, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Vencor Company the Partnership or its assets, assets or any resulting release or discharge of any obligation of any other Vencor Company the Partnership contained in any Financing Documentthe Indenture or the Outstanding Notes; (ed) the existence of any claim, set-off or other rights which such Subsidiary right that the SXL Guarantor may have at any time against any other Vencor Companythe Partnership, any Lender Party the Trustee or any other Person, whether or not arising in connection with this Guaranty Agreement; the Indenture or an unrelated transaction, provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim; (fe) any invalidity invalidity, irregularity or unenforceability relating to to, or against any other Vencor Company the Partnership for any reason of any Financing Documentof, the Indenture or the Outstanding Notes, or any provision of applicable law or regulation purporting to prohibit the payment by the Partnership of the principal of or interest on the Outstanding Notes or any other Vencor Company of any amount payable by it the Partnership under any Financing Documentthe Indenture; or (gf) any other act or omission to act or delay of any kind by any other Vencor Companythe Partnership, any Lender Party the Trustee or any other Person or any other circumstance whatsoever that which might, but for the provisions of this SectionSection 2.02, constitute a legal or equitable discharge of such Subsidiary or defense to the SXL Guarantor's ’s obligations under this Guaranty Agreementhereunder (other than an act contemplated by the parenthetical in Section 2.02(b) above).

Guarantee Unconditional. Except as provided in Section 8 hereof, the The obligations of each Subsidiary the Guarantor under this Guaranty Agreement hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:by (but, in each case, subject to the limitations set forth in Section 1(d)): (a) any extension, renewal, settlement, adjustment, indulgence, forbearance, compromise, waiver or release in of or with respect of to the Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other Vencor Company under guarantor of any Financing Document of the Obligations, whether (in any such case) by operation of law or otherwise, or any failure or omission to enforce any right, power or remedy with respect to the Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Obligations; (b) any modification or amendment of, or supplement, to any Loan Document, including any such modification, amendment or waiver supplement which may increase the amount of, or any interest rate applicable to, any of the Obligations, whether resulting from, or supplement to otherwise following, any Financing Documentincrease of the Commitment of any Lender or otherwise; (c) any release, impairmentsurrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Obligations or any part thereof, any other guarantee with respect to the Obligations or any part thereof, or any other obligation of any Person with respect to the Obligations or any part thereof, or any non-perfection or invalidity of any direct or indirect security, security for the Obligations or of any guarantee or other liability of any third party, for any obligation of any other Vencor Company under any Financing Documentpart thereof; (d) any change in the corporate corporate, partnership, limited liability company or other existence, structure or ownership of either Loan Party or any other Vencor Companyguarantor of any of the Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting either Loan Party or any other Vencor Company guarantor of any of the Obligations, or its affecting any of their respective assets, or any resulting release or discharge of any obligation of either Loan Party or any other Vencor Company contained in guarantor of any Financing Documentof the Obligations; (e) the existence of any claim, set-off setoff or other rights right which such Subsidiary the Guarantor may have at any time against either Loan Party, any other Vencor Companyguarantor of any of the Obligations, the Administrative Agent or any Lender other Secured Party or any other Person, whether or not arising in connection with this Guaranty Agreementthe transactions contemplated by the Loan Documents or in connection with any unrelated transaction; provided that provided, that, nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (f) the enforceability or validity of the Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Obligations or any part thereof, or any other invalidity or unenforceability relating to or against either Loan Party or any other Vencor Company guarantor of any of the Obligations for any reason of related to any Financing Loan Document, or any provision of any applicable law or regulation Law purporting to prohibit the payment by the Borrower, or by any other Vencor Company guarantor of any amount payable by it of the Obligations, of any of the Obligations or otherwise affecting any term of any of the Obligations, including resulting from any fact that (i) the act of creating the Obligations or any part thereof is ultra xxxxx, (ii) any officer or other representative executing any Loan Document, or otherwise creating any Obligation, on behalf of any Loan Party acted in excess of such individual’s authority or (iii) any Loan Document has been forged or otherwise is irregular or not genuine or authentic; (g) any Secured Party taking or accepting any other security, collateral or guaranty, or other assurance of payment, for all or any part of the Obligations; (h) any failure of the Administrative Agent to take any step to perfect and maintain any security interest in, or to preserve any right to, any security or collateral for any of the Obligations, if any; (i) any reorganization, merger or consolidation of any Loan Party into or with any other Person; (j) any election by, or on behalf of, any one or more of the Secured Parties in any proceeding instituted under any Financing DocumentDebtor Relief Law; (k) any borrowing or grant of a security interest by either Loan Party, as debtor-in-possession, under Section 364 of the Bankruptcy Code or any comparable provision of any other Debtor Relief Law; (l) any disallowance, under Section 502 of the Bankruptcy Code or any comparable provision of any other Debtor Relief Law, of all or any portion of the claims of any Secured Party for repayment of all or any part of the Obligations; or (gm) any other act or omission to act or delay of any kind by either Loan Party, any other Vencor Companyguarantor of any of the Obligations, any Lender Secured Party or any other Person or any other circumstance whatsoever that which might, but for the provisions of this SectionSection 2, constitute a legal or equitable discharge of such Subsidiary Guarantor's obligations under this Guaranty Agreementany obligation, or otherwise reduce, release, prejudice or extinguish the liability, of the Guarantor hereunder.

Guarantee Unconditional. Except as provided in Section 8 hereof, the The obligations of each Subsidiary Guarantor the Company as a guarantor under this Guaranty Agreement Section 10 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrowing Subsidiary under this Agreement or any other Vencor Company under any Financing Loan Document or by operation of law or otherwise; (b) any modification, modification or amendment or waiver of or supplement to this Agreement or any Financing other Loan Document; (c) any release, impairment, non-perfection or invalidity of any direct or indirect security, or of any guarantee or other liability of any third party, for any obligation of any other Vencor Company under any Financing Document; (d) any change in the corporate existence, structure or ownership of any other Vencor Companyof, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Vencor Company affecting, the Borrowing Subsidiary or its assets, or any resulting release or discharge of any obligation of any other Vencor Company the Borrowing Subsidiary contained in any Financing Loan Document; (ed) the existence of any claim, set-off or other rights which such Subsidiary Guarantor either Borrower may have at any time against any other Vencor Company, any Lender Party the Bank or any other Person, whether or not arising in connection with this Guaranty Agreement; provided that nothing herein shall prevent herewith; (e) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the assertion of Borrowing Subsidiary or any such claim by separate suit other Person or compulsory counterclaimProperty; (f) any application of any sums by whomsoever paid or howsoever realized to any obligation of either Borrower, regardless of what obligations of the Borrowing Subsidiary remain unpaid; (g) any invalidity or unenforceability relating to or against any other Vencor Company the Borrowing Subsidiary for any reason of this Agreement or of any Financing Document, other Loan Document or any provision of applicable law or regulation purporting to prohibit the payment by the Borrowing Subsidiary of the principal of or interest on Note Two, or any other Vencor Company of any amount payable by it under any Financing Documentthe Loan Documents; or (gh) any other act or omission to act or delay of any kind by any other Vencor Company, any Lender Party the Bank or any other Person or any other circumstance whatsoever that might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of such Subsidiary Guarantor's the obligations of the Company under this Guaranty AgreementSection 10.

Guarantee Unconditional. Except as provided in Section 8 hereof, the The obligations of each Subsidiary the Guarantor under this Guaranty Agreement hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any other Vencor Company under any Financing Document Guaranteed Obligation, by operation of law or otherwiseotherwise (except that insofar as any such extension, renewal, settlement, compromise, waiver or release alters any Guaranteed Obligation, Guarantor’s obligations hereunder shall be altered pro tanto); (b) any modification or amendment of or supplement to the Merger Agreement (except that insofar as any such modification, amendment or waiver of or supplement to any Financing Documentalters the Guaranteed Obligations, Guarantor’s obligations hereunder shall be altered pro tanto); (c) any release, impairment, non-perfection or invalidity of any direct or indirect security, or of any guarantee or other liability of any third party, for any obligation of any other Vencor Company under any Financing Document; (d) any change in the corporate existence, structure or ownership of any other Vencor Companythe Obligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Vencor Company the Obligor or its assets, assets or any resulting release or discharge of any obligation of any other Vencor Company the Obligor contained in any Financing Document; (e) the existence of any claim, set-off or other rights which such Subsidiary Guarantor may have at any time against any other Vencor Company, any Lender Party or any other Person, whether or not arising in connection with this Guaranty Merger Agreement; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (f) any invalidity or unenforceability relating to or against any other Vencor Company for any reason of any Financing Document, or any provision of applicable law or regulation purporting to prohibit the payment by any other Vencor Company of any amount payable by it under any Financing Document; or (gd) any other act or omission to act or delay of any kind by any other Vencor Companythe Obligor, any Lender Party the Beneficiary or any other Person or any other circumstance whatsoever that which might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of such Subsidiary or defense to the Guarantor's ’s obligations under this Guaranty Agreementhereunder.

Guarantee Unconditional. Except as provided in Section 8 hereof, the The obligations of each the Subsidiary Guarantor under this Guaranty Agreement Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall shall, to the fullest extent permitted by law, not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any other Vencor the Company under this Indenture or any Financing Document Note, by operation of law or otherwise; (b) any modification, modification or amendment or waiver of or supplement to this Indenture or any Financing DocumentNote; provided that any such modification which increases the obligations of each Subsidiary Guarantor hereunder shall not be effective as to such Subsidiary Guarantor without its consent; (c) any release, impairment, non-perfection or invalidity of any direct or indirect security, or of any guarantee or other liability of any third party, for any obligation of any other Vencor Company under any Financing Document; (d) any change in the corporate existence, structure or ownership of any other Vencor the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Vencor the Company or its assets, assets or any resulting release or discharge of any obligation of any other Vencor the Company contained in this Indenture or any Financing DocumentNote; (ed) the existence of any claim, set-off or other rights which such the Subsidiary Guarantor Guarantors may have at any time against any other Vencor the Company, any Lender Party the Trustee or any other Person, whether or not arising in connection with this Guaranty Agreement; Indenture or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (fe) any invalidity or unenforceability relating to or against any other Vencor the Company for any reason of this Indenture or any Financing DocumentNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of or interest and Liquidated Damages on any Note or any other Vencor Company of any amount payable by it the Company under any Financing Documentthis Indenture; or (gf) any other act or omission to act or delay of any kind by any other Vencor the Company, any Lender Party the Trustee or any other Person or any other circumstance whatsoever that which might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of or defense to such Subsidiary Guarantor's obligations under this Guaranty Agreementhereunder.

Guarantee Unconditional. Except as provided in Section 8 hereof, the The obligations of each Subsidiary Guarantor under this Guaranty Agreement shall be hereunder are unconditional and absolute and, without limiting the generality of the foregoingforegoing and except as expressly set forth herein, shall will not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Issuers under this Indenture or any other Vencor Company under any Financing Document Note, by operation of law or otherwise; (b) any modification, modification or amendment or waiver of or supplement to this Indenture or any Financing DocumentNote; (c) any release, impairment, non-perfection or invalidity of any direct or indirect security, or of any guarantee or other liability of any third party, for any obligation of any other Vencor Company under any Financing Document; (d) any change in the corporate existence, structure or ownership of any other Vencor Companyan Issuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Vencor Company an Issuer or its assets, assets or any resulting release or discharge of any obligation of any other Vencor Company an Issuer contained in this Indenture or any Financing DocumentNote; (ed) the existence of any claim, set-off or other rights which such Subsidiary the Guarantor may have at any time against any other Vencor Companythe Issuers, any Lender Party the Trustee or any other Person, whether or not arising in connection with this Guaranty Agreement; Indenture or any unrelated transactions, provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim; (fe) any invalidity or unenforceability relating to or against any other Vencor Company an Issuer for any reason of this Indenture or any Financing DocumentNote, or any provision of applicable law or regulation purporting to prohibit the payment by an Issuer of the principal of or interest on any Note or any other Vencor Company of any amount payable by it the Issuers under any Financing Documentthis Indenture; or (gf) any other act or omission to act or delay of any kind by any other Vencor Companythe Issuers, any Lender Party the Trustee or any other Person or any other circumstance whatsoever that which might, but for the provisions of this Section, constitute a legal or equitable discharge of or defense to such Subsidiary Guarantor's ’s obligations under this Guaranty Agreementhereunder.

Guarantee Unconditional. Except as provided in Section 8 hereof, the (i) The obligations of each Subsidiary Guarantor Credit Party under this Guaranty Agreement shall be Article X are continuing, unconditional and absolute and, without limiting the generality of the foregoing, shall will not be released, discharged discharged, diminished, limited or otherwise affected by: by (and each Credit Party hereby consents to or waives, as applicable, to the fullest extent permitted by applicable law): (a) any extension, other indulgence, renewal, settlement, discharge, compromise, waiver waiver, subordination or release in respect of any obligation of any other Vencor Company under any Financing Document by operation of law Obligation, security, Person or otherwise; ; (b) any modification, modification or amendment or waiver of or supplement to the Obligations, including any Financing Document; increase or decrease in the principal, the rates of interest or other amounts payable thereunder; (c) any release, impairment, non-non perfection or invalidity of any direct or indirect security, or of any guarantee or other liability of any third party, security for any obligation of any other Vencor Company under any Financing Document; Obligation; (d) any change in the corporate existence, structure structure, constitution, name, objects, powers, business, control or ownership of any Borrower or any other Vencor CompanyPerson, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Borrower or any other Vencor Company person or its assets, or any resulting release or discharge of any obligation of any other Vencor Company contained in any Financing Document; ; (e) the existence of any claim, set-off setoff or other rights which such Subsidiary Guarantor any Credit Party may have at any time against any other Vencor CompanyBorrower, the Administrative Agent, the Collateral Agent, the Funding Agent, any Lender Party Lender, or any other Person, whether or not arising in connection with this Guaranty Agreementherewith or any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (f) any invalidity invalidity, illegality or unenforceability relating to or against any other Vencor Company for any reason of any Financing Document, Borrower or any provision of applicable law or regulation purporting to prohibit the payment by any Borrower of the principal or interest under the Obligations; (g) any limitation, postponement, prohibition, subordination or other Vencor Company restriction on the rights of the Administrative Agent, the Collateral Agent, the Funding Agent, or any Lender to payment of the Obligations; (h) any release, substitution or addition of any cosigner, endorser or other guarantor of the Obligations; (i) any defense arising by reason of any failure of the Administrative Agent, the Collateral Agent, the Funding Agent, or any Lender to make any presentment, demand for performance, notice of non performance, protest, and any other notice, including notice of all of the following: acceptance of this Article X, partial payment or non payment of all or any part of the Obligations and the existence, creation, or incurring of new or additional Obligations; (j) any defense arising by reason of any failure of the Administrative Agent, the Collateral Agent, the Funding Agent, or any Lender to proceed against any Borrower or any other Person, to proceed against, apply or exhaust any security held from any Borrower or any other Person for the Obligations, to proceed against, apply or exhaust any security held from any Credit Party or any other Person for this Article X or to pursue any other remedy in the power of the Administrative Agent, the Collateral Agent, the Funding Agent, or any Lender whatsoever; (k) any law which provides that the obligation of a guarantor must neither be larger in amount payable nor in other respects more burdensome than that of the principal obligation or which reduces a guarantor’s obligation in proportion to the principal obligation; (l) any defense arising by it under reason of any Financing Documentincapacity, lack of authority, or other defense of any Borrower or any other Person, or by reason of any limitation, postponement, prohibition on the Administrative Agent’s, the Collateral Agent’s, the Funding Agent’s, ’s or any Lender’s right to payment of the Obligations or any part thereof, or by reason of the cessation from any cause whatsoever of the liability of any Borrower or any other Person with respect to all or any part of the Obligations, or by reason of any act or omission of the Administrative Agent, the Collateral Agent, the Funding Agent, any Lender or others which directly or indirectly results in the discharge or release of any Borrower or any other Person or all or any part of the Obligations or any security or guarantee therefor, whether by contract, operation of law or otherwise; or (gm) any defense arising by reason of any failure by the Administrative Agent, the Collateral Agent, the Funding Agent, or any Lender to obtain, perfect or maintain a perfected or prior (or any) security interest in or lien or encumbrance upon any property of any Borrower or any other Person, or by reason of any interest of the Administrative Agent, the Collateral Agent, the Funding Agent, or any Lender in any property, whether as owner thereof or the holder of a security interest therein or lien or encumbrance thereon, being invalidated, voided, declared fraudulent or preferential or otherwise set aside, or by reason of any impairment by the Administrative Agent, the Collateral Agent, the Funding Agent, or any Lender of any right to recourse or collateral; (n) any defense arising by reason of the failure of the Administrative Agent, the Collateral Agent, the Funding Agent, or any Lender to xxxxxxxx any assets; (o) any defense based upon any failure of the Administrative Agent, the Collateral Agent, the Funding Agent, or any Lender to give to any Borrower or any Credit Party notice of any sale or other disposition of any property securing any or all of the Obligations or any guarantee thereof, or any defect in any notice that may be given in connection with any sale or other disposition of any such property, or any failure of the Administrative Agent, the Collateral Agent, the Funding Agent, or any Lender to comply with any provision of applicable law in enforcing any security interest in or lien upon any such property, including any failure by the Administrative Agent, the Collateral Agent, the Funding Agent, to dispose of any such property in a commercially reasonable manner; (p) any dealing whatsoever with any Borrower or other Person or any security, whether negligently or not, or any failure to do so; (q) any defense based upon or arising out of any bankruptcy, insolvency, reorganization, moratorium, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Borrower or any other Person, including any discharge of, or bar against collecting, any of the Obligations, in or as a result of any such proceeding; or (r) any other act or omission to act or delay of any kind by any other Vencor CompanyBorrower, the Administrative Agent, the Collateral Agent, the Funding Agent, any Lender Party Lender, or any other Person or any other circumstance whatsoever that whatsoever, whether similar or dissimilar to the foregoing, which might, but for the provisions of this SectionArticle X, constitute a legal or equitable discharge discharge, limitation or reduction of any Credit Party’s obligations hereunder (other than the payment in full of all of the Obligations). The foregoing provisions apply (and the foregoing waivers will be effective) even if the effect of any action (or failure to take action) by the Administrative Agent, the Collateral Agent, the Funding Agent, or any Lender is to destroy or diminish any Credit Party’s subrogation rights, each Credit Party’s right to proceed against any Borrower for reimbursement, each Credit Party’s right to recover contribution from any other guarantor or any other right or remedy. (ii) At such time (if any) when the Australian Obligors are fully released from its obligations and liabilities as guarantors and grantors of Liens pursuant to the terms and conditions of the First Lien Facilities, the Administrative Agent and the Collateral Agent shall, promptly upon the written request of the Borrowers and at their sole expense, release the Australian Obligors from its obligations and liabilities as Guarantors hereunder and as “Guarantors” and “Grantors” under (and as defined in) the Security Agreement and the other Collateral Documents to which the Australian Obligors are a party, and the Administrative Agent and the Collateral Agent shall execute and deliver to the Borrowers all such other releases or documents reasonable necessary or desirable for the release of such Subsidiary Guarantor's obligations under this Guaranty Agreementobligations, liabilities and Liens.

Guarantee Unconditional. Except as provided in Section 8 hereof, the The obligations of each Subsidiary Guarantor under this Guaranty Agreement shall be hereunder are unconditional and absolute and, without limiting the generality of the foregoing, shall to the fullest extent permitted by applicable law, will not be released, discharged or otherwise affected by: (a1) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Issuer under this Indenture or any other Vencor Company under any Financing Document Note, by operation of law or otherwise; (b2) any modification, modification or amendment or waiver of or supplement to this Indenture or any Financing DocumentNote; (c) any release, impairment, non-perfection or invalidity of any direct or indirect security, or of any guarantee or other liability of any third party, for any obligation of any other Vencor Company under any Financing Document; (d3) any change in the corporate existence, structure or ownership of any other Vencor Companythe Issuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Vencor Company the Issuer or its assets, assets or any resulting release or discharge of any obligation of any other Vencor Company the Issuer contained in this Indenture or any Financing DocumentNote; (e4) the existence of any claim, set-off or other rights which such Subsidiary the Guarantor may have at any time against any other Vencor Companythe Issuer, any Lender Party the Trustee or any other Person, whether or not arising in connection with this Guaranty Agreement; Indenture or any unrelated transactions, provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim; (f5) any invalidity or unenforceability relating to or against any other Vencor Company the Issuer for any reason of this Indenture or any Financing DocumentNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer of the principal of, premium, if any, or interest on any Note or any other Vencor Company of any amount payable by it the Issuer under any Financing Documentthis Indenture; or (g6) any other act or omission to act or delay of any kind by any other Vencor Companythe Issuer, any Lender Party the Trustee or any other Person or any other circumstance whatsoever that which might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of or defense to such Subsidiary Guarantor's ’s obligations under this Guaranty Agreementhereunder.

Guarantee Unconditional. Except as provided in Section 8 hereof, the The obligations of each Subsidiary Guarantor under this Guaranty Agreement shall be hereunder are unconditional and absolute and, without limiting the generality of the foregoing, shall will not be released, discharged or otherwise affected by: (a1) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any other Vencor the Company under the Indenture or any Financing Document Note, by operation of law or otherwise; (b2) any modification, modification or amendment or waiver of or supplement to the Base Indenture or the Second Supplemental Indenture or any Financing DocumentNote; (c) any release, impairment, non-perfection or invalidity of any direct or indirect security, or of any guarantee or other liability of any third party, for any obligation of any other Vencor Company under any Financing Document; (d3) any change in the corporate existence, structure or ownership of any other Vencor the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Vencor the Company or its assets, assets or any resulting release or discharge of any obligation of any other Vencor the Company contained in the Indenture or any Financing DocumentNote; (e4) the existence of any claim, set-off or other rights which such Subsidiary the Guarantor may have at any time against any other Vencor the Company, any Lender Party the Trustee or any other Person, whether or not arising in connection with this Guaranty Agreement; the Indenture or any unrelated transactions, provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim; (f5) any invalidity or unenforceability relating to or against any other Vencor the Company for any reason of the Indenture or any Financing DocumentNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of or interest on any Note or any other Vencor Company of any amount payable by it the Company under any Financing Documentthe Indenture; or (g6) any other act or omission to act or delay of any kind by any other Vencor the Company, any Lender Party the Trustee or any other Person or any other circumstance whatsoever that which might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of or defense to such Subsidiary Guarantor's ’s obligations under this Guaranty Agreementhereunder.

Guarantee Unconditional. Except as provided in Section 8 hereof, the The obligations of each Subsidiary Guarantor under this Guaranty Agreement shall be hereunder are unconditional and absolute and, without limiting the generality of the foregoing, shall will not be released, discharged or otherwise affected by: (a1) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Issuer under this Indenture or any other Vencor Company under any Financing Document Note, by operation of law or otherwise; (b2) any modification, modification or amendment or waiver of or supplement to this Indenture or any Financing DocumentNote; (c) any release, impairment, non-perfection or invalidity of any direct or indirect security, or of any guarantee or other liability of any third party, for any obligation of any other Vencor Company under any Financing Document; (d3) any change in the corporate existence, structure or ownership of any other Vencor Companythe Issuer, or any insolvency, bankruptcy, examinership, reorganization or other similar proceeding affecting any other Vencor Company the Issuer or its assets, assets or any resulting release or discharge of any obligation of any other Vencor Company the Issuer contained in this Indenture or any Financing DocumentNote; (e4) the existence of any claim, set-off or other rights which such Subsidiary the Guarantor may have at any time against any other Vencor Companythe Issuer, any Lender Party the Trustee or any other Person, whether or not arising in connection with this Guaranty Agreement; provided Indenture or any unrelated transactions, provided, that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim; (f5) any invalidity or unenforceability relating to or against any other Vencor Company the Issuer for any reason of this Indenture or any Financing DocumentNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer of the principal of or interest on any Note or any other Vencor Company of any amount payable by it the Issuer under any Financing Documentthis Indenture; or (g6) any other act or omission to act or delay of any kind by any other Vencor Companythe Issuer, any Lender Party the Trustee or any other Person or any other circumstance whatsoever that which might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of or defense to such Subsidiary Guarantor's ’s obligations under this Guaranty Agreementhereunder.

Guarantee Unconditional. Except as provided in Section 8 hereof, the The obligations of each Subsidiary the Guarantor under this Guaranty Agreement Article 2 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any other Vencor Company Obligor under any Financing Document Document, by operation of law or otherwise; (b) any modification, modification or amendment or waiver of or supplement to any Financing DocumentDocument (other than as specified in an amendment or waiver of this Subsidiary Guarantee effected in accordance with Section 3); (c) any modification, amendment, waiver, release, impairment, non-perfection or invalidity of any direct or indirect security, or of any guarantee guaranty or other liability of any third party, for any obligation of any other Vencor Company Obligor under any Financing Document; (d) any change in the corporate existence, structure or ownership of any other Vencor CompanyObligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Vencor Company Obligor or its assets, assets or any resulting release or discharge of any obligation of any other Vencor Company Obligor contained in any Financing Document; (e) the existence of any claim, set-off or other rights which such Subsidiary the Guarantor may have at any time against any other Vencor CompanyObligor, the Agent, any Lender Party Bank or any other Person, whether or not arising in connection with this Guaranty Agreementthe Financing Documents; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (f) any invalidity or unenforceability relating to or against any other Vencor Company Obligor for any reason of any Financing Document, or any provision of applicable law or regulation purporting to prohibit the payment by any other Vencor Company Obligor of the principal of or interest on any Promissory Note or any other amount payable by it any other Obligor under any Financing Document; or (g) any other act or omission to act or delay of any kind by any other Vencor CompanyObligor, the Agent, any Lender Party Bank or any other Person or any other circumstance whatsoever that might, but for the provisions of this Section, constitute a legal or equitable discharge of such Subsidiary Guarantor's obligations under this Guaranty Agreement.for

Guarantee Unconditional. Except as provided in Section 8 hereof, the obligations of each Subsidiary Guarantor under this Guaranty Agreement The Guarantee shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any other Vencor the Company under any Financing Document the Indenture or the Securities, by operation of law or otherwise; (b) any modification or amendment of, or supplement to, the Indenture or the Securities (other than a modification, amendment or waiver supplement effected in accordance with the terms of the Indenture which expressly releases, discharges or supplement to any Financing Documentotherwise affects the Guarantee); (c) any release, impairment, non-perfection or invalidity of any direct or indirect security, or of any guarantee or other liability of any third party, for any obligation of any other Vencor Company under any Financing Document; (d) any change in the corporate existence, structure or ownership of any other Vencor the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Vencor the Company or its assets, assets or any resulting release or discharge of any obligation of any other Vencor the Company contained in any Financing Documentthe Indenture or the Securities; (ed) the existence of any claim, set-off or other rights which such Subsidiary right that the Guarantor may have at any time against any other Vencor the Company, any Lender Party the Trustee or any other Person, whether or not arising in connection with this Guaranty Agreement; the Indenture or an unrelated transaction, provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim; (fe) any invalidity invalidity, irregularity or unenforceability relating to to, or against any other Vencor the Company for any reason of any Financing Documentof, the Indenture or the Securities, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of or interest on the Securities or any other Vencor Company of any amount payable by it the Company under any Financing Documentthe Indenture; or (gf) any other act or omission to act or delay of any kind by any other Vencor the Company, any Lender Party the Trustee or any other Person or any other circumstance whatsoever that which might, but for the provisions of this SectionSection 1.02, constitute a legal or equitable discharge of such Subsidiary or defense to the Guarantor's ’s obligations under this Guaranty Agreementhereunder (other than an act contemplated by the parenthetical in Section 1.02(b) above).

Guarantee Unconditional. Except as provided in Section 8 hereof, The guarantee made by the Guarantor pursuant to this Article III is a guarantee of payment and performance and not of collection. The obligations of each Subsidiary the Guarantor under this Guaranty Agreement hereunder shall be continuing, absolute and unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: : (a) any extensioninvalidity, renewalillegality or unenforceability against the Investor of this Agreement due to the lack of power or authority of the Investor to enter into or perform this Agreement or as a result of the bankruptcy, settlementinsolvency, compromisedissolution, waiver liquidation or release in respect of any obligation of any other Vencor Company under any Financing Document by operation of law reorganization or otherwise; similar event affecting the Investor; (b) any modification, amendment amendment, restatement, waiver by the Investor or waiver rescission of, or any consent to the departure by the Investor from, any of or supplement to any Financing Document; the terms of this Agreement; (c) any release, impairment, exercise or non-perfection or invalidity exercise by the Company of any direct right or indirect securityprivilege under this Agreement and any notice of such exercise or non-exercise; (d) any extension, renewal or waiver by the Investor of any of its obligations or liabilities under this Agreement, by operation of Law or otherwise, or any assignment of any guarantee such obligations or other liability of any third party, for any obligation of any other Vencor Company under any Financing Document; liabilities by the Company; (de) any change in the corporate existence, structure or ownership of any other Vencor Company, or the Investor; (f) any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Vencor Company the Investor or its assets, assets or any resulting release or discharge of the Investor’s obligations or liabilities under this Agreement; (g) any obligation of requirement that the Company exhaust any right or remedy or take any action against the Investor or any other Vencor Company contained in any Financing Document; Person before seeking to enforce the obligations of the Guarantor under this Article III; (eh) the existence of any claimdefense, set-off or other rights which such Subsidiary that the Guarantor may have at any time against any other Vencor Company, any Lender Party the Company or any other Person, whether or not arising in connection with this Guaranty Agreement; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (f) any invalidity or unenforceability relating to or against any other Vencor Company for any reason of any Financing Document, herewith or any provision of applicable law unrelated transactions; or regulation purporting to prohibit the payment by any other Vencor Company of any amount payable by it under any Financing Document; or (gi) any other act or omission suretyship defenses available to act or delay of any kind by any other Vencor Company, any Lender Party or any other Person or any other circumstance whatsoever that might, but for the provisions of this Section, constitute a legal or equitable discharge of such Subsidiary Guarantor's obligations under this Guaranty Agreementguarantor.

Guarantee Unconditional. Except as provided in Section 8 hereof, the The obligations of each Subsidiary ----------------------- Guarantor under this Guaranty Agreement Article X shall be continuing, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company or any of the other Guarantors under this Agreement, the Notes or any other Vencor Company under any Financing Document Loan Document, by operation of law or otherwise; (b) any modification, modification or amendment or waiver of or supplement to this Agreement, the Notes or any Financing other Loan Document; (c) any modification, amendment, waiver, release, impairment, non-perfection or invalidity of any direct or indirect security, or of any guarantee guaranty or other liability of any third party, for any obligation of the Company or any other Vencor Company Guarantor under this Agreement, the Notes or any Financing other Loan Document; (d) any change in the corporate existence, structure or ownership of the Company or any other Vencor CompanyGuarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Vencor the Company or its any Guarantor, or any of their respective assets, or any resulting release or discharge of any obligation of contained in this Agreement, the Notes or any other Vencor Company contained in any Financing Loan Document; (e) the existence of any claim, set-set off or other rights right which such Subsidiary any Guarantor may have at any time against any other Vencor the Company, any Lender Party other Guarantor, any Bank, the Agent or any other Personperson or entity, whether or not arising in connection with this Guaranty Agreement; provided that nothing herein shall prevent , the assertion of Notes or any such claim by separate suit or compulsory counterclaimother Loan Document; (f) any invalidity or unenforceability relating to or against the Company or any other Vencor Company Guarantor for any reason of the whole or any Financing provision of this Agreement, the Notes or other Loan Document, or any provision of applicable law or regulation Applicable Law purporting to prohibit the payment by the Company or such Guarantor of any Obligation, or any other Vencor Company of any amount payable by it under this Agreement, the Notes or any Financing other Loan Document; or; (g) any other act or omission to act or delay of any kind by any other Vencor the Company, any Lender Party other Guarantor, any Bank, the Agent, either Collateral Agent or any other Person person or entity, or any other circumstance whatsoever whatsoever, that might, but for the provisions of this Section, might constitute a legal or equitable discharge of such Subsidiary Guarantor's the obligations of any Guarantor under this Guaranty AgreementArticle X; or (h) any future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of the Loan Documents.

Guarantee Unconditional. Except as provided in Section 8 hereofSubject to the provisions of this Article Sixteen, the obligations of each Subsidiary the Guarantor under this Guaranty Agreement shall be hereunder are unconditional and absolute and, without limiting the generality of the foregoing, shall will not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Issuer under this Indenture or any other Vencor Company under any Financing Document Debt Security or coupon, by operation of law or otherwise; (b) any modification, modification or amendment or waiver of or supplement to this Indenture or any Financing DocumentDebt Security or coupon; (c) any release, impairment, non-perfection or invalidity of any direct or indirect security, or of any guarantee or other liability of any third party, for any obligation of any other Vencor Company under any Financing Document; (d) any change in the corporate existence, structure or ownership of any other Vencor Companythe Issuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Vencor Company the Issuer or its assets, assets or any resulting release or discharge of any obligation of any other Vencor Company the Issuer contained in this Indenture or any Financing DocumentDebt Security or coupon; (ed) the existence of any claim, set-off or other rights which such Subsidiary that the Guarantor may have at any time against any other Vencor Companythe Issuer, any Lender Party the Trustee or any other Person, whether or not arising in connection with this Guaranty Agreement; Indenture or any unrelated transactions, provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim; (fe) any invalidity or unenforceability relating to or against any other Vencor Company the Issuer for any reason of this Indenture or any Financing DocumentDebt Security or coupon, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer of the principal of, premium, if any, interest on or other amounts on any other Vencor Company of any amount payable by it under any Financing DocumentDebt Security or coupon; or (gf) any other act or omission to act or delay of any kind by any other Vencor Companythe Issuer, any Lender Party the Trustee or any other Person or any other circumstance whatsoever that which might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of such Subsidiary or defense to the Guarantor's ’s obligations hereunder; provided, however, that: (a) under no circumstances will the Guarantor be liable at any time or place to any Holder under this Guaranty AgreementArticle, (i) for any amount of any payment that the Issuer is excused from making under the terms of any Debt Security or coupon or this Indenture, for so long as the Issuer shall be excused under such terms; or (ii) for any amount in excess of the amount actually due and owing by the Issuer to such Holder at such time and place, after giving effect to any set-off to which the Issuer would be entitled; and (b) in addition but not in limitation of (a) above, any defense or counterclaim of the Issuer (other than any resulting solely from, or available to the Guarantor solely on account of, the insolvency of the Issuer or the status of the Issuer as the debtor or subject of a bankruptcy or insolvency proceeding) shall also be available to the Guarantor to the same extent that such defense or counterclaim is available to the Issuer and may be asserted as a defense or counterclaim by the Guarantor, in each case whether or not asserted by the Issuer.

Guarantee Unconditional. Except as provided in Section 8 hereof, the The obligations of each Subsidiary Guarantor the Parent under this Guaranty Agreement shall be unconditional Article XI are absolute and absolute and, without unconditional. Without limiting the generality of the foregoing, the obligations of the Parent under this Article XI shall not be impaired, released, discharged or otherwise affected by: (ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower or any other Vencor Company Credit Party under this Agreement or any Financing Document other Credit Document, by operation of law or otherwise; (bii) any modification, amendment or waiver of or supplement to this Agreement or any Financing Credit Document; (ciii) any release, impairment, non-perfection impairment or invalidity of any direct or indirect security, or of any guarantee or other liability of any other Credit Party or third party, party for any obligation of the Borrower under this Agreement or any other Vencor Company under any Financing Credit Document; (div) any change in the corporate existence, structure or ownership of the Borrower or any other Vencor Company, Credit Party or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or any other Vencor Company or its assets, or any resulting release or discharge of any obligation of any other Vencor Company contained in any Financing DocumentCredit Party; (ev) the existence of any claim, set-off or other rights which such Subsidiary Guarantor the Parent may have at any time against the Borrower or any other Vencor CompanyCredit Party, the Administrative Agent, any Lender Party or any other Person, whether or not arising in connection with the Revolving Loans and this Guaranty Agreement; provided that nothing herein shall prevent the assertion of Agreement or any such claim by separate suit or compulsory counterclaimunrelated transaction; (fvi) any invalidity or unenforceability relating to or against the Borrower or any other Vencor Company Credit Party for any reason of this Agreement or any Financing other Credit Document, or any provision of applicable law or regulation purporting to prohibit the payment by any other Vencor Company Credit Party of any amount payable by it under this Agreement or any Financing other Credit Document; or (gvii) any other act or omission to act or delay of any kind by any other Vencor CompanyCredit Party, any Lender Party or any other Person or any other circumstance whatsoever that which might, but for the provisions of this SectionSection 11.2, constitute a legal or equitable discharge of such Subsidiary Guarantorthe Parent's obligations under this Guaranty AgreementArticle XI.

Guarantee Unconditional. Except as provided in Section 8 hereof, the (a) The obligations of each the Guaranteeing Subsidiary Guarantor under this Guaranty Agreement shall be hereunder are direct, unsubordinated, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (a1) any extension, renewal, settlement, compromise, failure to enforce, waiver or release in respect of any obligation of any other Vencor Company the Issuers under any Financing Document the Indenture, this Supplemental Indenture or under the Notes, by operation of law or otherwise; (b2) any modificationrescission, waiver or, subject to Section 10.03 of the Indenture, any modification or amendment or waiver of or supplement to any Financing Documentto, the Indenture or the Notes; (c3) any release, impairment, non-perfection the occurrence or invalidity notice of any direct default or indirect security, event of default under the Indenture or of any guarantee or other liability of any third party, for any obligation of under any other Vencor Company under any Financing Document;agreement, (d4) any change in the corporate existence, structure or ownership of any other Vencor Companyan Issuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Vencor Company an Issuer or its assets, their assets or any resulting release or discharge of any obligation of any other Vencor Company an Issuer contained in any Financing Documentunder the Indenture or under the Notes; (e5) the existence of any claim, set-off setoff or other rights which such the Guaranteeing Subsidiary Guarantor may have at any time against any other Vencor Companyan Issuer, any Lender Party the Trustee or any other Person, whether or not arising in connection with this Guaranty Agreement; the Indenture or any unrelated transactions, provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim; (f6) any invalidity or unenforceability relating to or against any other Vencor Company an Issuer for any reason of the Indenture or any Financing DocumentNote, or any provision of applicable law or regulation purporting to prohibit the payment by an Issuer of the principal of or interest on the Notes or any other Vencor Company of any amount payable by it an Issuer under any Financing Documentthe Indenture; or (g7) any other act or omission to act or delay of any kind by any other Vencor Companyan Issuer, any Lender Party the Trustee or any other Person or any other circumstance whatsoever that which might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of such Subsidiary Guarantor's or defense to the Guaranteeing Subsidiary’s obligations under this Guaranty Agreementhereunder.

Guarantee Unconditional. Except as provided in Section 8 hereof, the The obligations of each Subsidiary the Guarantor under this Guaranty Agreement shall be Guarantee are continuing, unconditional and absolute andabsolute, and without limiting the generality of the foregoing, shall will not be released, discharged discharged, diminished, limited or otherwise affected by:by (and the Guarantor hereby consents to or waives, as applicable, to the fullest extent permitted by applicable Law): (ai) any extension, other indulgence, renewal, settlement, discharge, compromise, waiver waiver, subordination or release in respect of any obligation of any other Vencor Company under any Financing Document by operation of law the Guaranteed Obligations, security, Person or otherwise; (bii) any modificationmodification or amendment of the Guaranteed Obligations, amendment including any increase or waiver of or supplement to decrease in any Financing Documentamount thereof; (c) any release, impairment, non-perfection or invalidity of any direct or indirect security, or of any guarantee or other liability of any third party, for any obligation of any other Vencor Company under any Financing Document; (diii) any change in the corporate existence, structure structure, constitution, name, objects, powers, business, control or ownership of the Buyer or any other Vencor CompanyPerson, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Buyer or any other Vencor Company Person or its assets, or any resulting release or discharge of any obligation of any other Vencor Company contained in any Financing Document; (e) the existence of any claim, set-off or other rights which such Subsidiary Guarantor may have at any time against any other Vencor Company, any Lender Party or any other Person, whether or not arising in connection with this Guaranty Agreement; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (fiv) any invalidity invalidity, illegality or unenforceability relating to or against any other Vencor Company for any reason of any Financing Document, the Buyer or any provision of applicable law or regulation Law purporting to prohibit the payment or performance by the Buyer of the Guaranteed Obligations; (v) any defense arising by reason of any failure of any Seller to make any presentment, demand for performance, notice of non-performance, protest, and any other Vencor Company notice (including notice of acceptance of this guarantee, partial payment or non-payment of all or any part of the Guaranteed Obligations and the existence, creation, or incurring of new or additional Guaranteed Obligations); (vi) any defense arising by reason of any failure of any Seller to proceed against Buyer or any other Person, to proceed against, apply or exhaust any security held from Buyer or any other Person for the Guaranteed Obligations, to proceed against, apply or exhaust any security held from the Guarantor or any other Person for this Guarantee or to pursue any other remedy in the power of the Sellers whatsoever; (vii) any Law which provides that the obligation of a guarantor must neither be larger in amount payable nor in other respects more burdensome than that of the principal obligation or which reduces a guarantor’s obligation in proportion to the principal obligation; (viii) any defense arising by it under reason of any Financing Documentincapacity, lack of authority, or other defense of Buyer or any other Person; or (gix) any other act defense based upon or omission to act or delay arising out of any kind bankruptcy, insolvency, reorganization, moratorium, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by any other Vencor Company, any Lender Party or against Buyer or any other Person Person, including any discharge of, or bar against collecting, any other circumstance whatsoever that mightof the Guaranteed Obligations, but for the provisions in or as a result of this Section, constitute a legal or equitable discharge of any such Subsidiary Guarantor's obligations under this Guaranty Agreementproceeding.

Guarantee Unconditional. Except as provided in ----------------------- Section 8 hereof9, the obligations of each Subsidiary the Supporting Guarantor under this Guaranty Agreement shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any other Vencor Company under any Financing Document by operation of law or otherwise; (b) any modification, amendment or waiver of or supplement to any Financing Document; (c) any release, impairment, non-perfection or invalidity of any direct or indirect security, or of any guarantee or other liability of any third party, for any obligation of any other Vencor Company under any Financing Document; (d) any change in the corporate existence, structure or ownership of Vencor or any other Vencor Companyof its Subsidiaries, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting Vencor or any other Vencor Company of its Subsidiaries or its assets, or any resulting release or discharge of any obligation of Vencor or any other Vencor Company of its Subsidiaries contained in any Financing Document; (e) the existence of any claim, set-off or other rights which such Subsidiary the Supporting Guarantor or Vencor may have at any time against any other Vencor CompanyBank, any Lender Party LC Issuing Bank, any Agent or any other Person, whether or not arising in connection with this Guaranty Agreement; Guaranty, provided that nothing -------- herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (f) any invalidity or unenforceability relating to or against any other Vencor Company for any reason of any Financing Document, or any provision of applicable law or regulation purporting to prohibit the payment by any other Vencor Company of any amount payable by it under any Financing Document; or (g) any other act or omission to act or delay of any kind by any other Vencor CompanyVencor, any Lender Party Bank, any LC Issuing Bank, any Agent or any other Person or any other circumstance whatsoever that might, but for the provisions of this SectionSection 4, constitute a legal or equitable discharge of such Subsidiary the Supporting Guarantor's obligations under this Guaranty AgreementGuaranty.

Guarantee Unconditional. Except as provided in Section 8 hereof, the The obligations of each Subsidiary Guarantor under this Guaranty Agreement shall be hereunder are unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any other Vencor the Company under this Indenture or any Financing Document Note, by operation of law or otherwise; (b) any modification, modification or amendment or waiver of or supplement to this Indenture or any Financing DocumentNote; (c) any release, impairment, non-perfection or invalidity of any direct or indirect security, or of any guarantee or other liability of any third party, for any obligation of any other Vencor Company under any Financing Document; (d) any change in the corporate existence, structure or ownership of any other Vencor the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Vencor the Company or its assets, assets or any resulting release or discharge of any obligation of any other Vencor the Company contained in this Indenture or any Financing DocumentNote; (ed) the existence of any claim, set-off or other rights which such Subsidiary the Guarantor may have at any time against any other Vencor the Company, any Lender Party the Trustee or any other Person, whether or not arising in connection with this Guaranty AgreementIndenture or any unrelated transactions; provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim; (fe) any invalidity or unenforceability relating to or against any other Vencor the Company for any reason of this Indenture or any Financing DocumentNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of or interest, if any, on any Note or any other Vencor Company of any amount payable by it the Company under any Financing Documentthis Indenture; or (gf) any other act or omission to act or delay of any kind by any other Vencor the Company, any Lender Party the Trustee or any other Person or any other circumstance whatsoever that which might, but for the provisions of this SectionSection 13.02, constitute a legal or equitable discharge of or defense to such Subsidiary Guarantor's ’s obligations under hereunder. For the avoidance of doubt, the Guarantees with respect to a Note are not convertible or exchangeable and shall automatically terminate when such Note is converted or exchanged in accordance with this Guaranty AgreementIndenture.

Guarantee Unconditional. Except as provided in Section 8 hereof, the The obligations of each Subsidiary Guarantor as a guarantor under this Guaranty Agreement Section 9 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:: ‑47‑ (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company or of any other Vencor Company Guarantor under this Agreement or any Financing other Loan Document or by operation of law or otherwise; (b) any modification, modification or amendment or waiver of or supplement to this Agreement or any Financing other Loan Document; (c) any release, impairment, non-perfection or invalidity of any direct or indirect security, or of any guarantee or other liability of any third party, for any obligation of any other Vencor Company under any Financing Document; (d) any change in the corporate existence, structure or ownership of any other Vencor Companyof, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting affecting, the Company, any other Vencor Company Guarantor, or its any of their respective assets, or any resulting release or discharge of any obligation of the Company or of any other Vencor Company Guarantor contained in any Financing Loan Document; (ed) the existence of any claim, set-off set‑off or other rights which such Subsidiary the Guarantor may have at any time against any other Vencor Company, any Lender Party the Bank or any other Person, whether or not arising in connection with this Guaranty Agreement; provided that nothing herein shall prevent herewith; (e) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the assertion of Company, any such claim by separate suit other Guarantor or compulsory counterclaimany other Person or Property; (f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Company, regardless of what obligations of the Company remain unpaid; (g) any invalidity or unenforceability relating to or against the Company or any other Vencor Company Guarantor for any reason of this Agreement or of any Financing Document, other Loan Document or any provision of applicable law or regulation purporting to prohibit the payment by the Company or any other Vencor Company Guarantor of the principal of or interest on the Note or any other amount payable by it under any Financing Documentthe Loan Documents; or (gh) any other act or omission to act or delay of any kind by any other Vencor Company, any Lender Party the Bank or any other Person or any other circumstance whatsoever that might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of such Subsidiary Guarantor's the obligations of the Guarantor under this Guaranty AgreementSection 9.

Guarantee Unconditional. Except as provided in Section 8 hereof, the The obligations of each Subsidiary the Guarantor under this Guaranty Agreement shall be Guarantee are continuing, unconditional and absolute andabsolute, and without limiting the generality of the foregoing, shall will not be released, discharged discharged, diminished, limited or otherwise affected by:by (and the Guarantor hereby consents to or waives, as applicable, to the fullest extent permitted by applicable Law): (ai) any extension, other indulgence, renewal, settlement, discharge, compromise, waiver waiver, subordination or release in respect of any obligation of any other Vencor Company under any Financing Document by operation of law the Guaranteed Obligations, security, Person or otherwise; (bii) any modificationmodification or amendment of the Guaranteed Obligations, amendment including any increase or waiver of or supplement to decrease in any Financing Documentamount thereof; (c) any release, impairment, non-perfection or invalidity of any direct or indirect security, or of any guarantee or other liability of any third party, for any obligation of any other Vencor Company under any Financing Document; (diii) any change in the corporate existence, structure structure, constitution, name, objects, powers, business, control or ownership of the Buyer or any other Vencor CompanyPerson, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Buyer or any other Vencor Company Person or its assets, or any resulting release or discharge of any obligation of any other Vencor Company contained in any Financing Document; (e) the existence of any claim, set-off or other rights which such Subsidiary Guarantor may have at any time against any other Vencor Company, any Lender Party or any other Person, whether or not arising in connection with this Guaranty Agreement; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (fiv) any invalidity invalidity, illegality or unenforceability relating to or against any other Vencor Company for any reason of any Financing Document, the Buyer or any provision of applicable law or regulation Law purporting to prohibit the payment or performance by the Buyer of the Guaranteed Obligations; (v) any defense arising by reason of any failure of the Seller to make any presentment, demand for performance, notice of non-performance, protest, and any other Vencor Company notice (including notice of acceptance of this guarantee, partial payment or non-payment of all or any part of the Guaranteed Obligations and the existence, creation, or incurring of new or additional Guaranteed Obligations); (vi) any defense arising by reason of any failure of the Seller to proceed against Buyer or any other Person, to proceed against, apply or exhaust any security held from Buyer or any other Person for the Guaranteed Obligations, to proceed against, apply or exhaust any security held from the Guarantor or any other Person for this Guarantee or to pursue any other remedy in the power of the Seller whatsoever; (vii) any Law which provides that the obligation of a guarantor must neither be larger in amount payable nor in other respects more burdensome than that of the principal obligation or which reduces a guarantor’s obligation in proportion to the principal obligation; (viii) any defense arising by it under reason of any Financing Documentincapacity, lack of authority, or other defense of Buyer or any other Person; or (gix) any other act defense based upon or omission to act or delay arising out of any kind bankruptcy, insolvency, reorganization, moratorium, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by any other Vencor Company, any Lender Party or against Buyer or any other Person Person, including any discharge of, or bar against collecting, any other circumstance whatsoever that mightof the Guaranteed Obligations, but for the provisions in or as a result of this Section, constitute a legal or equitable discharge of any such Subsidiary Guarantor's obligations under this Guaranty Agreementproceeding.

Guarantee Unconditional. Except as provided in Section 8 hereof, the (a) The obligations of each the Guaranteeing Subsidiary Guarantor under this Guaranty Agreement shall be hereunder are direct, unsubordinated, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (a1) any extension, renewal, settlement, compromise, failure to enforce, waiver or release in respect of any obligation of any other Vencor Company the Issuers under any Financing Document the Indenture, this Supplemental Indenture or under the Notes, by operation of law or otherwise; (b2) any modificationrescission, waiver or, subject to Section 10.03 of the Indenture, any modification or amendment or waiver of or supplement to any Financing Documentto, the Indenture or the Notes; (c3) any release, impairment, non-perfection the occurrence or invalidity notice of any direct default or indirect security, event of default under the Indenture or of any guarantee or other liability of any third party, for any obligation of under any other Vencor Company under any Financing Document;agreement, (d4) any change in the corporate existence, structure or ownership of any other Vencor Companyan Issuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Vencor Company an Issuer or its assets, their assets or any resulting release or discharge of any obligation of any other Vencor Company an Issuer contained in any Financing Documentunder the Indenture or under the Notes; (e5) the existence of any claim, set-off or other rights which such the Guaranteeing Subsidiary Guarantor may have at any time against any other Vencor Companyan Issuer, any Lender Party the Trustee, the Notes Administrator or any other Person, whether or not arising in connection with this Guaranty Agreement; the Indenture or any unrelated transactions, provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim; (f6) any invalidity or unenforceability relating to or against any other Vencor Company an Issuer for any reason of the Indenture or any Financing DocumentNote, or any provision of applicable law or regulation purporting to prohibit the payment by an Issuer of the principal of or interest on the Notes or any other Vencor Company of any amount payable by it an Issuer under any Financing Documentthe Indenture; or (g7) any other act or omission to act or delay of any kind by any other Vencor Companyan Issuer, any Lender Party the Trustee, the Notes Administrator or any other Person or any other circumstance whatsoever that which might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of or defense to such Subsidiary Guarantor's Guaranteeing Subsidiary’s obligations under this Guaranty Agreementhereunder.

Guarantee Unconditional. Except as provided in Section 8 hereof, the The obligations of each Subsidiary the Guarantor under this Guaranty Agreement shall be hereunder are unconditional and absolute and, without limiting the generality of the foregoing, shall will not be released, discharged or otherwise affected by: (a) 2.2.1 any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any other Vencor the Company under this Indenture or any Financing Document Note, by operation of law or otherwise; (b) 2.2.2 any modification, modification or amendment or waiver of or supplement to this Indenture or any Financing DocumentNote; (c) any release, impairment, non-perfection or invalidity of any direct or indirect security, or of any guarantee or other liability of any third party, for any obligation of any other Vencor Company under any Financing Document; (d) 2.2.3 any change in the corporate existence, structure or ownership of any other Vencor the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Vencor the Company or its assets, assets or any resulting release or discharge of any obligation of any other Vencor the Company contained in this Indenture or any Financing DocumentNote; (e) 2.2.4 the existence of any claim, set-off or other rights which such Subsidiary the Guarantor may have at any time against any other Vencor the Company, any Lender Party the Trustee or any other Person, whether or not arising in connection with this Guaranty Agreementthe Indenture or any unrelated transactions; provided PROVIDED that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim; (f) 2.2.5 any invalidity or unenforceability relating to or against any other Vencor the Company for any reason of this Indenture or any Financing DocumentNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of or interest on any Note or any other Vencor Company of any amount payable by it the Company under any Financing Documentthe Indenture; or (g) 2.2.6 any other act or omission to act or delay of any kind by any other Vencor the Company, any Lender Party the Trustee or any other Person or any other circumstance whatsoever that which might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of or defense to such Subsidiary Guarantor's ’s obligations under this Guaranty Agreementhereunder.

Guarantee Unconditional. Except as provided in Section 8 hereof, the The obligations of each Subsidiary Guarantor under this Guaranty Agreement shall be hereunder are unconditional and absolute and, without limiting the generality of the foregoingforegoing and except as expressly set forth herein, shall will not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Issuers under this Indenture or any other Vencor Company under any Financing Document Note, by operation of law or otherwise; (b) any modification, modification or amendment or waiver of or supplement to this Indenture or any Financing DocumentNote; (c) any release, impairment, non-perfection or invalidity of any direct or indirect security, or of any guarantee or other liability of any third party, for any obligation of any other Vencor Company under any Financing Document; (d) any change in the corporate existence, structure or ownership of any other Vencor Companyan Issuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Vencor Company an Issuer or its assets, assets or any resulting release or discharge of any obligation of any other Vencor Company an Issuer contained in this Indenture or any Financing DocumentNote; (ed) the existence of any claim, set-off or other rights which such Subsidiary the Guarantor may have at any time against any other Vencor Companythe Issuers, any Lender Party the Trustee or any other Person, whether or not arising in connection with this Guaranty Agreement; Indenture or any unrelated transactions, provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim; (fe) any invalidity or unenforceability relating to or against any other Vencor Company an Issuer for any reason of this Indenture or any Financing DocumentNote, or any provision of applicable law or regulation Applicable Law purporting to prohibit the payment by an Issuer of the principal of or interest on any Note or any other Vencor Company of any amount payable by it the Issuers under any Financing Documentthis Indenture; or (gf) any other act or omission to act or delay of any kind by any other Vencor Companythe Issuers, any Lender Party the Trustee or any other Person or any other circumstance whatsoever that which might, but for the provisions of this Section, constitute a legal or equitable discharge of or defense to such Subsidiary Guarantor's ’s obligations under this Guaranty Agreementhereunder.

Guarantee Unconditional. Except as provided in Section 8 hereof, the The obligations of each Subsidiary Guarantor under this Guaranty Agreement shall be hereunder are unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any other Vencor the Company under this Indenture or any Financing Document Note, by operation of law or otherwise; (b) any modification, modification or amendment or waiver of or supplement to this Indenture or any Financing DocumentNote; (c) any release, impairment, non-perfection or invalidity of any direct or indirect security, or of any guarantee or other liability of any third party, for any obligation of any other Vencor Company under any Financing Document; (d) any change in the corporate existence, structure or ownership of any other Vencor the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Vencor the Company or its assets, assets or any resulting release or discharge of any obligation of any other Vencor the Company contained in this Indenture or any Financing DocumentNote; (ed) the existence of any claim, set-off or other rights which such Subsidiary the Guarantor may have at any time against any other Vencor the Company, any Lender Party the Trustee or any other Person, whether or not arising in connection with this Guaranty AgreementIndenture or any unrelated transactions; provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim; (fe) any invalidity or unenforceability relating to or against any other Vencor the Company for any reason of this Indenture or any Financing DocumentNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of or Special Interest, if any, on any Note or any other Vencor Company of any amount payable by it the Company under any Financing Documentthis Indenture; or (gf) any other act or omission to act or delay of any kind by any other Vencor the Company, any Lender Party the Trustee or any other Person or any other circumstance whatsoever that which might, but for the provisions of this SectionSection 13.02, constitute a legal or equitable discharge of or defense to such Subsidiary Guarantor's ’s obligations under hereunder. For the avoidance of doubt, the Guarantees with respect to a Note are not exchangeable and shall automatically terminate when such Note is exchanged in accordance with this Guaranty AgreementIndenture.

Guarantee Unconditional. Except as provided in Section 8 hereof, the The obligations of each Subsidiary Guarantor under this Guaranty Agreement shall be hereunder are unconditional and absolute and, without limiting the generality of the foregoing, shall will not be released, discharged or otherwise affected by: (a1) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any other Vencor the Company under this Indenture or any Financing Document Note, by operation of law or otherwise; (b2) any modification, modification or amendment or waiver of or supplement to this Indenture or any Financing DocumentNote; (c) any release, impairment, non-perfection or invalidity of any direct or indirect security, or of any guarantee or other liability of any third party, for any obligation of any other Vencor Company under any Financing Document; (d3) any change in the corporate existence, structure or ownership of any other Vencor the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Vencor the Company or its assets, assets or any resulting release or discharge of any obligation of any other Vencor the Company contained in this Indenture or any Financing DocumentNote; (e4) the existence of any claim, set-off or other rights which such Subsidiary the Guarantor may have at any time against any other Vencor the Company, any Lender Party the Trustee or any other Person, whether or not arising in connection with this Guaranty Agreement; Indenture or any unrelated transactions, provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim; (f5) any invalidity or unenforceability relating to or against any other Vencor the Company for any reason of this Indenture or any Financing DocumentNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of or interest on any Note or any other Vencor Company of any amount payable by it the Company under any Financing Documentthis Indenture; or (g6) any other act or omission to act or delay of any kind by any other Vencor the Company, any Lender Party the Trustee or any other Person or any other circumstance whatsoever that which might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of or defense to such Subsidiary Guarantor's obligations under this Guaranty Agreementhereunder. Each Subsidiary Guarantor, by its execution hereof, acknowledges and agrees that it receives substantial benefits from the Company and that such Subsidiary Guarantor is providing its Note Guarantee for good and valuable consideration, including, without limitation, such substantial benefits and services.

Guarantee Unconditional. Except Other than as provided for in Section Article 8 hereofand this Article 12, the obligations of each Subsidiary Guarantor under this Guaranty Agreement shall be hereunder are unconditional and absolute and, without limiting the generality of the foregoing, shall will not be released, discharged discharged, except pursuant to Article 8, or otherwise affected by: (a1) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Issuer under this Indenture or any other Vencor Company under any Financing Document Note, by operation of law or otherwise; (b2) any modification, modification or amendment or waiver of or supplement to this Indenture or any Financing DocumentNote; (c) any release, impairment, non-perfection or invalidity of any direct or indirect security, or of any guarantee or other liability of any third party, for any obligation of any other Vencor Company under any Financing Document; (d3) any change in the corporate existence, structure or ownership of any other Vencor Companythe Issuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Vencor Company the Issuer or its assets, assets or any resulting release or discharge of any obligation of any other Vencor Company the Issuer contained in this Indenture or any Financing DocumentNote; (e4) the existence of any claim, set-off or other rights which such Subsidiary the Guarantor may have at any time against any other Vencor Companythe Issuer, any Lender Party the Trustee or any other Person, whether or not arising in connection with this Guaranty Agreement; Indenture or any unrelated transactions, provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim; (f5) any invalidity or unenforceability relating to or against any other Vencor Company the Issuer for any reason of this Indenture or any Financing DocumentNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer of the principal of or interest on any Note or any other Vencor Company of any amount payable by it the Issuer under any Financing Documentthis Indenture; or (g6) any other act or omission to act or delay of any kind by any other Vencor Companythe Issuer, any Lender Party the Trustee or any other Person or any other circumstance whatsoever that which might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of or defense to such Subsidiary Guarantor's ’s obligations under this Guaranty Agreementhereunder.

Guarantee Unconditional. Except as provided in Section 8 hereofEach Guarantor agrees that this Guarantee is a guaranty of payment or performance and not of collection, the and that its obligations of each Subsidiary Guarantor under this Guaranty Guarantee Agreement shall be unconditional primary, absolute and absolute andunconditional, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower under the Loan Agreement or any other Vencor Company Loan Document or any obligation of any Guarantor hereunder or under any Financing Document Security Document, by operation of law or otherwise; (b) any modification, modification or amendment or waiver of or supplement to the Loan Agreement or any Financing other Loan Document; (c) any release, impairment, non-perfection or invalidity of any direct or indirect security, or of any guarantee or other liability of any third party, security for any obligation of the Borrower under the Loan Agreement or any other Vencor Company Loan Document or any obligation of the Guarantor hereunder or under any Financing Security Document; (d) any change in the corporate existence, structure or ownership of any other Vencor Companythe Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Vencor Company the Borrower or its assets, assets or any resulting release or discharge of any obligation of the Borrower contained in the Loan Agreement or any other Vencor Company contained in any Financing Loan Document; (e) the existence of any claim, set-off or other rights which such Subsidiary that any Guarantor may have at any time against any other Vencor Companythe Borrower, any Lender the Secured Party or any other Person, whether or not arising in connection with this Guaranty Agreement; herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (f) any invalidity or unenforceability of the Loan Agreement or any other Loan Document against the Borrower or relating to or against any other Vencor Company the Borrower for any reason of any Financing Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower of the principal of or interest on any Loan (except as otherwise expressly provided in the Loan Agreement) or any other Vencor Company of any amount payable by it the Borrower under the Loan Agreement or any Financing other Loan Document; (g) the taking or accepting by Secured Party of any other security, collateral or guaranty, or other assurance of payment or performance, for all or any part of the Guaranteed Obligations; or (gh) any other act or omission to act or delay of any kind by any other Vencor Companythe Borrower, any Lender Guarantor, the Secured Party or any other Person Person, or any other circumstance whatsoever that which might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of such Subsidiary each Guarantor's ’s obligations under this Guaranty Agreementhereunder.

Guarantee Unconditional. Except as provided in Section 8 hereof, the The obligations of each any Subsidiary Guarantor under this Guaranty Agreement shall be hereunder are unconditional and absolute and, without limiting the generality of the foregoing, shall will not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any other Vencor the Company under this Indenture or any Financing Document Note, by operation of law or otherwise; (b) any modification, modification or amendment or waiver of or supplement to this Indenture or any Financing DocumentNote; (c) any release, impairment, non-perfection or invalidity of any direct or indirect security, or of any guarantee or other liability of any third party, for any obligation of any other Vencor Company under any Financing Document; (d) any change in the corporate existence, structure or ownership of any other Vencor the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Vencor the Company or its assets, assets or any resulting release or discharge of any obligation of any other Vencor the Company contained in this Indenture or any Financing DocumentNote; (ed) the existence of any claim, set-off set‑off or other rights which such the Subsidiary Guarantor may have at any time against any other Vencor the Company, any Lender Party the Trustee or any other Person, whether or not arising in connection with this Guaranty AgreementIndenture or any unrelated transactions; provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim; (fe) any invalidity or unenforceability relating to or against any other Vencor the Company for any reason of this Indenture or any Financing DocumentNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of or any interest on any Note or any other Vencor Company of any amount payable by it the Company under any Financing Documentthis Indenture; or (gf) any other act or omission to act or delay of any kind by any other Vencor the Company, any Lender Party the Trustee or any other Person or any other circumstance whatsoever that which might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of or defense to such Subsidiary Guarantor's Guarantors’ obligations under this Guaranty Agreementhereunder.

Guarantee Unconditional. Except as provided in Section 8 hereof, the The obligations of each Subsidiary the Guarantor under this Guaranty Agreement shall be hereunder are unconditional and absolute and, without limiting the generality of the foregoing, shall will not be released, discharged or otherwise affected by: (a1) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Issuer under the Senior Indenture or any other Vencor Company under any Financing Document Security, by operation of law or otherwise; (b2) any modification, modification or amendment or waiver of or supplement to the Senior Indenture or any Financing DocumentSecurity; (c) any release, impairment, non-perfection or invalidity of any direct or indirect security, or of any guarantee or other liability of any third party, for any obligation of any other Vencor Company under any Financing Document; (d3) any change in the corporate existence, structure or ownership of any other Vencor Companythe Issuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Vencor Company the Issuer or its assets, assets or any resulting release or discharge of any obligation of any other Vencor Company the Issuer contained in the Senior Indenture or any Financing DocumentSecurity; (e4) the existence of any claim, set-off or other rights which such Subsidiary the Guarantor may have at any time against any other Vencor Companythe Issuer, any Lender Party the Senior Trustee or any other Person, whether or not arising in connection with this Guaranty Agreement; the Senior Indenture or any unrelated transactions, provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim; (f5) any invalidity or unenforceability relating to or against any other Vencor Company the Issuer for any reason of the Senior Indenture or any Financing DocumentSecurity, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer of the principal of or interest on any Security or any other Vencor Company of any amount payable by it the Issuer under any Financing Documentthe Senior Indenture; or (g6) any other act or omission to act or delay of any kind by any other Vencor Companythe Issuer, any Lender Party the Senior Trustee or any other Person or any other circumstance whatsoever that which might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of or defense to such Subsidiary Guarantor's ’s obligations under this Guaranty Agreementhereunder.

Guarantee Unconditional. Except as provided in The guarantee made by the Guarantor pursuant to this Section 8 hereof, the 7.02 is a guarantee of payment and performance and not of collection. The obligations of each Subsidiary the Guarantor under this Guaranty Agreement hereunder shall be continuing, absolute and unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: : (a) any extensioninvalidity, renewalillegality or unenforceability against the Investor of this Agreement due to the lack of power or authority of the Investor to enter into or perform this Agreement or as a result of the bankruptcy, settlementinsolvency, compromisedissolution, waiver liquidation or release in respect of any obligation of any other Vencor Company under any Financing Document by operation of law reorganization or otherwise; similar event affecting the Investor; (b) any modification, amendment amendment, restatement, waiver by the Investor or waiver rescission of, or any consent to the departure by the Investor from, any of or supplement to any Financing Document; the terms of this Agreement; (c) any release, impairment, exercise or non-perfection or invalidity exercise by the Company of any direct right or indirect securityprivilege under this Agreement and any notice of such exercise or non-exercise; (d) any extension, renewal or waiver by the Investor of any of its obligations or liabilities under this Agreement, by operation of Law or otherwise, or any assignment of any guarantee such obligations or other liability of any third party, for any obligation of any other Vencor Company under any Financing Document; liabilities by the Company; (de) any change in the corporate existence, structure or ownership of any other Vencor Company, or the Investor; (f) any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Vencor Company the Investor or its assets, assets or any resulting release or discharge of the Investor’s obligations or liabilities under this Agreement; (g) any obligation of requirement that the Company exhaust any right or remedy or take any action against the Investor or any other Vencor Company contained in any Financing Document; Person before seeking to enforce the obligations of the Guarantor under this Section 7.02; (eh) the existence of any claimdefense, set-off or other rights which such Subsidiary that the Guarantor may have at any time against any other Vencor Company, any Lender Party the Company or any other Person, whether or not arising in connection with this Guaranty Agreementherewith or any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (fi) any invalidity or unenforceability relating suretyship defenses available to or against any other Vencor Company for any reason of any Financing Document, or any provision of applicable law or regulation purporting to prohibit the payment by any other Vencor Company of any amount payable by it under any Financing Document; or (g) any other act or omission to act or delay of any kind by any other Vencor Company, any Lender Party or any other Person or any other circumstance whatsoever that might, but for the provisions of this Section, constitute a legal or equitable discharge of such Subsidiary Guarantor's obligations under this Guaranty Agreementguarantor.

Guarantee Unconditional. Except as provided in Section 8 hereof, the The obligations of each Subsidiary Guarantor the Company under this Guaranty Agreement Article 10 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any other Vencor Company PLT under any Financing Loan Document by operation of law or otherwise; (b) any modification, modification or amendment or waiver of or supplement to any Financing Loan Document; (c) any modification, amendment, waiver, release, impairment, non-perfection or invalidity of any direct or indirect security, or of any guarantee or other liability of any third party, for any obligation of any other Vencor Company PLT under any Financing Loan Document; (d) any change in the corporate existence, structure or ownership of any other Vencor CompanyPLT, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Vencor Company PLT or its assets, assets or any resulting release or discharge of any obligation of any other Vencor Company PLT contained in any Financing Loan Document; (e) the existence of any claim, set-off or other rights which such Subsidiary Guarantor the Company may have at any time against PLT, any other Vencor CompanyAgent, any Lender Party or any other Person, whether or not arising in connection with this Guaranty Agreement; any Loan Document, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (f) any invalidity or unenforceability relating to or against any other Vencor Company PLT for any reason of any Financing Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by PLT of the principal of or interest on any Loan or any other Vencor Company of any amount payable by it under any Financing Loan Document; or (g) any other act or omission to act or delay of any kind by PLT, any other Vencor CompanyAgent, any Lender Party or any other Person or any other circumstance whatsoever that might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of such Subsidiary Guarantor's or defense to the obligations of the Company under this Guaranty AgreementArticle 10.

Guarantee Unconditional. Except as provided in Section 8 hereof, the The obligations of each Subsidiary Guarantor under this Guaranty Agreement shall be hereunder are unconditional and absolute and, without limiting the generality of the foregoing, shall to the fullest extent permitted by applicable law, will not be released, discharged or otherwise affected by: (a1) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any other Vencor the Company under the Indenture, any Financing Security Document or any Note, by operation of law or otherwise; (b2) any modification, modification or amendment or waiver of or supplement to the Indenture, any Financing DocumentSecurity Document or any Note; (c) any release, impairment, non-perfection or invalidity of any direct or indirect security, or of any guarantee or other liability of any third party, for any obligation of any other Vencor Company under any Financing Document; (d3) any change in the corporate existence, structure or ownership of any other Vencor the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Vencor the Company or its assets, assets or any resulting release or discharge of any obligation of any other Vencor the Company contained in the Indenture, any Financing DocumentSecurity Document or any Note; (e4) the existence of any claim, set-off or other rights which such Subsidiary the Guarantor may have at any time against any other Vencor the Company, any Lender Party the Trustee or any other Person, whether or not arising in connection with this Guaranty Agreement; the Indenture or any unrelated transactions, provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim; (f5) any invalidity or unenforceability relating to or against any other Vencor the Company for any reason of the Indenture, any Financing DocumentSecurity Document or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of or interest on any Note or any other Vencor Company of any amount payable by it the Company under any Financing Documentthe Indenture; or (g6) any other act or omission to act or delay of any kind by any other Vencor the Company, any Lender Party the Trustee or any other Person or any other circumstance whatsoever that which might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of or defense to such Subsidiary Guarantor's ’s obligations under this Guaranty Agreementhereunder.

Guarantee Unconditional. Except as provided in Section 8 hereof, the The obligations of each Subsidiary Guarantor under this Guaranty Agreement shall be hereunder are unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (a1) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any other Vencor Company Issuer under this Indenture or any Financing Document Note, by operation of law or otherwise; (b2) any modification, modification or amendment or waiver of or supplement to this Indenture or any Financing DocumentNote; (c) any release, impairment, non-perfection or invalidity of any direct or indirect security, or of any guarantee or other liability of any third party, for any obligation of any other Vencor Company under any Financing Document; (d3) any change in the corporate existence, structure or ownership of any other Vencor CompanyIssuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Vencor Company Issuer or its assets, assets or any resulting release or discharge of any obligation of any other Vencor Company Issuer contained in this Indenture or any Financing DocumentNote; (e4) the existence of any claim, set-off or other rights which such Subsidiary the Guarantor may have at any time against any other Vencor CompanyIssuer, any Lender Party the Trustee or any other Person, whether or not arising in connection with this Guaranty AgreementIndenture or any unrelated transactions; provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim; (f5) any invalidity or unenforceability relating to or against any other Vencor Company Issuer for any reason of this Indenture or any Financing DocumentNote, or any provision of applicable law or regulation purporting to prohibit the payment by any Issuer of the principal of or interest on any Note or any other Vencor Company of any amount payable by it any Issuer under any Financing Documentthis Indenture; or (g6) any other act or omission to act or delay of any kind by any other Vencor CompanyIssuer, any Lender Party the Trustee or any other Person or any other circumstance whatsoever that which might, but for the provisions of this SectionSection 10.02, constitute a legal or equitable discharge of or defense to such Subsidiary Guarantor's ’s obligations under this Guaranty Agreementhereunder.

Guarantee Unconditional. Except as provided in Section 8 hereof, the (a) The obligations of each the Guaranteeing Subsidiary Guarantor under this Guaranty Agreement shall be hereunder are direct, unsubordinated, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (a1) any extension, renewal, settlement, compromise, failure to enforce, waiver or release in respect of any obligation of any other Vencor Company the Issuers under any Financing Document the Indenture, this Supplemental Indenture or under the Notes, by operation of law or otherwise; (b2) any modificationrescission, waiver or, subject to Section 10.03 of the Indenture, any modification or amendment or waiver of or supplement to any Financing Documentto, the Indenture or the Notes; (c3) any release, impairment, non-perfection the occurrence or invalidity notice of any direct default or indirect security, event of default under the Indenture or of any guarantee or other liability of any third party, for any obligation of under any other Vencor Company under any Financing Document;agreement, (d4) any change in the corporate existence, structure or ownership of any other Vencor Companyan Issuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Vencor Company an Issuer or its assets, their assets or any resulting release or discharge of any obligation of any other Vencor Company an Issuer contained in any Financing Documentunder the Indenture or under the Notes; (e5) the existence of any claim, set-off or other rights which such the Guaranteeing Subsidiary Guarantor may have at any time against any other Vencor Companyan Issuer, any Lender Party the Trustee or any other Person, whether or not arising in connection with this Guaranty Agreement; the Indenture or any unrelated transactions, provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim; (f6) any invalidity or unenforceability relating to or against any other Vencor Company an Issuer for any reason of the Indenture or any Financing DocumentNote, or any provision of applicable law or regulation purporting to prohibit the payment by an Issuer of the principal of or interest on the Notes or any other Vencor Company of any amount payable by it an Issuer under any Financing Documentthe Indenture; or (g7) any other act or omission to act or delay of any kind by any other Vencor Companyan Issuer, any Lender Party the Trustee or any other Person or any other circumstance whatsoever that which might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of or defense to such Subsidiary Guarantor's Guaranteeing Subsidiary’s obligations under this Guaranty Agreementhereunder.

Guarantee Unconditional. Except as provided in Section 8 hereof, the The obligations of each Subsidiary the Guarantor under this Guaranty Agreement shall be hereunder are unconditional and absolute and, without limiting the generality of the foregoing, shall will not be released, discharged discharged, or otherwise affected or impaired by: : (a) any extension, renewal, settlement, compromise, waiver waiver, release, or release moratorium in respect of any obligation of any other Vencor the Company under this Indenture or any Financing Document Security, in whole or in part, by operation of law or otherwise; ; (b) any modificationwaiver, modification or amendment or waiver of or supplement to this Indenture or any Financing Document; Security; (c) any release, impairment, non-perfection or invalidity of any direct or indirect security, or of any guarantee or other liability of any third party, for any obligation of any other Vencor Company under any Financing Document; (d) any change in the corporate existence, structure or ownership of any other Vencor the Company, or any insolvency, bankruptcy, receivership, reorganization or other similar proceeding affecting any other Vencor the Company or its assets, assets or any resulting release or discharge of any obligation of any other Vencor the Company contained in this Indenture or any Financing Document; Security; (ed) the existence of any claim, set-off counterclaim, set off, recoupment or other rights or defenses which such Subsidiary the Guarantor may have at any time against any other Vencor the Company, any Lender Party the Trustee or any other Person, whether or not arising in connection with this Guaranty Agreement; Indenture or any unrelated transactions, provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim; ; (fe) any invalidity or unenforceability relating to or against any other Vencor the Company for any reason of this Indenture or any Financing DocumentSecurity, or any provision of applicable law or regulation purporting to prohibit the payment by any other Vencor the Company of the principal of or interest on any amount payable by it under any Financing DocumentSecurity; or or (gf) any other act or omission to act or delay of any kind by any other Vencor the Company, any Lender Party the Trustee or any other Person or any other circumstance whatsoever that which might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of such Subsidiary or defense to the Guarantor's ’s obligations under this Guaranty Agreementhereunder (other than the indefeasible payment in full of all of Guarantor’s obligations hereunder).

Guarantee Unconditional. Except as provided in Section 8 hereof, the The obligations of each Subsidiary Guarantor under this Guaranty Agreement shall be hereunder are unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (a1) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any other Vencor Company Issuer under this Indenture or any Financing Document Note, by operation of law or otherwise; (b2) any modification, modification or amendment or waiver of or supplement to this Indenture or any Financing DocumentNote; (c) any release, impairment, non-perfection or invalidity of any direct or indirect security, or of any guarantee or other liability of any third party, for any obligation of any other Vencor Company under any Financing Document; (d3) any change in the corporate existence, structure or ownership of any other Vencor CompanyIssuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Vencor Company Issuer or its assets, assets or any resulting release or discharge of any obligation of any other Vencor Company Issuer contained in this Indenture or any Financing DocumentNote; (e4) the existence of any claim, set-off or other rights which such Subsidiary the Guarantor may have at any time against any other Vencor CompanyIssuer, any Lender Party the Trustee or any other Person, whether or not arising in connection with this Guaranty AgreementIndenture or any unrelated transactions; provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim; (f5) any invalidity or unenforceability relating to or against any other Vencor Company the Issuer for any reason of this Indenture or any Financing DocumentNote, or any provision of applicable law or regulation purporting to prohibit the payment by any Issuer of the principal of or interest on any Note or any other Vencor Company of any amount payable by it any Issuer under any Financing Documentthis Indenture; or (g6) any other act or omission to act or delay of any kind by any other Vencor CompanyIssuer, any Lender Party the Trustee or any other Person or any other circumstance whatsoever that which might, but for the provisions of this SectionSection 10.02, constitute a legal or equitable discharge of or defense to such Subsidiary Guarantor's ’s obligations under this Guaranty Agreementhereunder.

Guarantee Unconditional. Except as provided in Section 8 hereof, the The obligations of each Subsidiary Parent Guarantor under this Guaranty Agreement shall be hereunder are unconditional and absolute and, without limiting the generality of the foregoing, shall will not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any other Vencor the Company under the Indenture or any Financing Document Note, by operation of law or otherwise; (b) any modification, modification or amendment or waiver of or supplement to the Indenture or any Financing DocumentNote; (c) any release, impairment, non-perfection or invalidity of any direct or indirect security, or of any guarantee or other liability of any third party, for any obligation of any other Vencor Company under any Financing Document; (d) any change in the corporate existence, structure or ownership of any other Vencor the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Vencor the Company or its assets, assets or any resulting release or discharge of any obligation of any other Vencor Company contained in any Financing Documentthe Company; (ed) the existence of any claim, set-off or other rights which such Subsidiary Parent Guarantor may have at any time against any other Vencor the Company, any Lender Party the Trustee or any other Person, whether or not arising in connection with this Guaranty Agreement; Supplemental Indenture or the Indenture or any unrelated transactions, provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim; (fe) any invalidity or unenforceability relating to or against any other Vencor the Company for any reason of this Supplemental Indenture, the Indenture or any Financing DocumentNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of or interest on any Note or any other Vencor Company of any amount payable by it the Company under any Financing Documentthe Indenture; or (gf) any other act or omission to act or delay of any kind by any other Vencor the Company, any Lender Party the Trustee or any other Person or any other circumstance whatsoever that which might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of such Subsidiary or defense to Parent Guarantor's ’s obligations hereunder (other than the payment in full of the principal of, premium, if any, and interest on the Notes and all other amounts payable by the Company under this Guaranty Agreementthe Indenture).

Guarantee Unconditional. Except as provided in Section 8 hereof, the The obligations of each Subsidiary Guarantor under this Guaranty Agreement shall be hereunder are unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any other Vencor the Company under this Indenture or any Financing Document Note, by operation of law or otherwise; (b) any modification, modification or amendment or waiver of or supplement to this Indenture or any Financing DocumentNote; (c) any release, impairment, non-perfection or invalidity of any direct or indirect security, or of any guarantee or other liability of any third party, for any obligation of any other Vencor Company under any Financing Document; (d) any change in the corporate existence, structure or ownership of any other Vencor the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Vencor the Company or its assets, assets or any resulting release or discharge of any obligation of any other Vencor the Company contained in this Indenture or any Financing DocumentNote; (ed) the existence of any claim, set-off or other rights which such the Subsidiary Guarantor may have at any time against any other Vencor the Company, any Lender Party the Trustee or any other Person, whether or not arising in connection with this Guaranty AgreementIndenture or any unrelated transactions; provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim; (fe) any invalidity invalidity, irregularity, or unenforceability relating to or against the Company or any other Vencor Company Subsidiary Guarantor for any reason of any Financing Document, this Indenture or any provision of applicable law or regulation purporting to prohibit the payment by any other Vencor Company of any amount payable by it under any Financing Document; orNote; (gf) any other act or omission to act or delay of any kind by any other Vencor the Company, any Lender Party the Trustee or any other Person or any other circumstance whatsoever that which might, but for the provisions of this SectionSection 10.02, constitute a legal or equitable discharge of or defense to such Subsidiary Guarantor's ’s obligations under this Guaranty Agreementhereunder.

Guarantee Unconditional. Except as provided in Section 8 hereof, the The obligations of each Subsidiary Guarantor under this Guaranty Agreement hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrowers under the Credit Agreement or any other Vencor Company Credit Document or any obligation of any Guarantor hereunder or under any Financing Document Security Document, by operation of law or otherwise; (b) any modification, modification or amendment or waiver of or supplement to the Credit Agreement or any Financing other Credit Document; (c) any release, impairment, non-perfection or invalidity of any direct or indirect security, or of any guarantee or other liability of any third party, security for any obligation of the Borrowers under the Credit Agreement or any other Vencor Company Credit Document or any obligation of the Guarantor hereunder or under any Financing Security Document; (d) any change in the corporate existence, structure or ownership of any other Vencor Companythe Borrowers, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Vencor Company the Borrowers or its assets, assets or any resulting release or discharge of any obligation of the Borrowers contained in the Credit Agreement or any other Vencor Company contained in any Financing Credit Document; (e) the existence of any claim, set-off or other rights which such Subsidiary any Guarantor may have at any time against any other Vencor Companythe Borrowers, the Administrative Agent, the Security Trustee, any Lender Party or any other Person, whether or not arising in connection with this Guaranty Agreement; provided that nothing herein shall prevent the assertion of herewith or any such claim by separate suit or compulsory counterclaimunrelated transactions; (f) any invalidity or unenforceability relating to or against any other Vencor Company the Borrowers for any reason of the Credit Agreement or any Financing Document, other Credit Document or any provision of applicable law or regulation purporting to prohibit the payment by the Borrowers of the principal of or interest on any Loan or any other Vencor Company of any amount payable by it the Borrowers under the Credit Agreement or any Financing other Credit Document; or (g) any other act or omission to act or delay of any kind by the Borrowers, any other Vencor CompanyGuarantor, the Administrative Agent, the Security Trustee, any Lender Party or any other Person or any other circumstance whatsoever that which might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of such Subsidiary each Guarantor's ’s obligations under this Guaranty Agreementhereunder.

Guarantee Unconditional. Except as provided in Section 8 hereof, the The obligations of each Subsidiary Guarantor under this Guaranty Agreement shall be Parent hereunder are unconditional and absolute and, without limiting the generality of the foregoing, shall will not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any other Vencor the Company under the Supplemented Indenture or any Financing Document Note, by operation of law or otherwise; (b) any modification, modification or amendment or waiver of or supplement to the Supplemented Indenture or any Financing DocumentNote; (c) any release, impairment, non-perfection or invalidity of any direct or indirect security, or of any guarantee or other liability of any third party, for any obligation of any other Vencor Company under any Financing Document; (d) any change in the corporate existence, structure or ownership of any other Vencor the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Vencor the Company or its assets, assets or any resulting release or discharge of any obligation of any other Vencor the Company contained in the Supplemented Indenture or any Financing DocumentNote; (ed) the existence of any claim, set-off or other rights which such Subsidiary Guarantor Parent may have at any time against any other Vencor the Company, any Lender Party the Trustee or any other Person, whether or not arising in connection with this Guaranty Agreement; the Supplemented Indenture or any unrelated transactions, provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim; (fe) any invalidity or unenforceability relating to or against any other Vencor the Company for any reason of the Supplemented Indenture or any Financing DocumentNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of or interest on any Note or any other Vencor Company of any amount payable by it the Company under any Financing Documentthe Supplemented Indenture; or (gf) any other act or omission to act or delay of any kind by any other Vencor the Company, any Lender Party the Trustee or any other Person or any other circumstance whatsoever that which might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of such Subsidiary Guarantor's or defense to Parent’s obligations under this Guaranty Agreementhereunder.

Guarantee Unconditional. Except as provided in Section 8 hereof, the The obligations of each Subsidiary the Guarantor under this Guaranty Agreement shall be hereunder are unconditional and absolute and, without limiting the generality of the foregoing, shall will not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any other Vencor the Company under the Indenture or any Financing Document Note, by operation of law or otherwise; (b) any modification, modification or amendment or waiver of or supplement to the Indenture or any Financing DocumentNote; (c) any release, impairment, non-perfection or invalidity of any direct or indirect security, or of any guarantee or other liability of any third party, for any obligation of any other Vencor Company under any Financing Document; (d) any change in the corporate existence, structure or ownership of any other Vencor the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Vencor the Company or its assets, assets or any resulting release or discharge of any obligation of any other Vencor the Company contained in the Indenture or any Financing DocumentNote; (ed) the existence of any claim, set-off or other rights which such Subsidiary the Guarantor may have at any time against any other Vencor the Company, the Trustee, the Holder of any Lender Party Note or any other Person, whether or not arising in connection with this Guaranty Agreement; the Indenture or any unrelated transactions, provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim; (fe) any invalidity or unenforceability relating to or against any other Vencor the Company for any reason of the Indenture or any Financing DocumentNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of, premium, if any, and interest on, and any other Vencor Company of amounts payable under, the Notes, and any amount other amounts payable by it the Company under any Financing Documentthe Indenture with respect of the Notes; or (gf) any other act or omission to act or delay of any kind by any other Vencor the Company, any Lender Party the Trustee or any other Person or any other circumstance whatsoever that which might, but for the provisions of this SectionSection 3, constitute a legal or equitable discharge of such Subsidiary or defense to the Guarantor's ’s obligations under this Guaranty Agreementhereunder.

Guarantee Unconditional. Except as provided The Guarantor guarantees that the Obligations will be paid strictly in Section 8 hereofaccordance with the terms of the Indenture and the Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the obligations rights of each Subsidiary Holders of the Notes with respect thereto. The Obligations of the Guarantor under this Guaranty Agreement shall be Guarantee are (subject to Section 3 hereof) unconditional and absolute and, without limiting the generality of the foregoing, shall to the fullest extent permitted by applicable law, will not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any other Vencor the Company under any Financing Document the Indenture or the Notes, by operation of law or otherwise; (b) any modification, modification or amendment or waiver of or supplement to any Financing Documentthe Indenture or the Notes; (c) any release, impairment, non-perfection or invalidity of any direct or indirect security, or of any guarantee or other liability of any third party, for any obligation of any other Vencor Company under any Financing Document; (d) any change in the corporate existence, structure or ownership of any other Vencor the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Vencor the Company or its assets, assets or any resulting release or discharge of any obligation of any other Vencor the Company contained in any Financing Documentthe Indenture or the Notes; (ed) the existence of any claim, set-off or other rights which such Subsidiary the Guarantor may have at any time against any other Vencor the Company, any Lender Party the Trustee or any other Person, whether or not arising in connection with this Guaranty Agreement; the Indenture or any unrelated transactions, provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim; (fe) any invalidity or unenforceability relating to or against any other Vencor the Company for any reason of any Financing Documentthe Indenture or the Notes, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of or interest on the Notes or any other Vencor Company of any amount payable by it the Company under any Financing Documentthe Indenture; or (gf) any other act or omission to act or delay of any kind by any other Vencor the Company, any Lender Party the Trustee or any other Person or any other circumstance whatsoever that which might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of such Subsidiary or defense to the Guarantor's ’s obligations under this Guaranty Agreementthe Indenture. The obligation of the Guarantor to make any payment hereunder may be satisfied by causing the Company, or Holdings or any direct or indirect Domestic Subsidiary of the Company that guarantees the payment of the Notes pursuant to the Indenture, to make such payment. Notwithstanding anything contained herein to the contrary, nothing shall be construed to impose upon the Guarantor any obligations greater than, in addition to, or other than, the obligations of the Company under the Indenture and the Notes.

Guarantee Unconditional. Except as provided in Section 8 hereof, the The obligations of each Subsidiary the Guarantor under this Guaranty Agreement shall be hereunder are unconditional and absolute and, without limiting the generality of the foregoing, shall will not be released, discharged or otherwise affected by: (ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any other Vencor the Company under this Indenture or any Financing Document Note, by operation of law or otherwise; (bii) any modification, modification or amendment or waiver of or supplement to this Indenture or any Financing DocumentNote; (c) any release, impairment, non-perfection or invalidity of any direct or indirect security, or of any guarantee or other liability of any third party, for any obligation of any other Vencor Company under any Financing Document; (diii) any change in the corporate existence, structure or ownership of any other Vencor the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Vencor the Company or its assets, assets or any resulting release or discharge of any obligation of any other Vencor the Company contained in this Indenture or any Financing DocumentNote; (eiv) the existence of any claim, set-off or other rights which such Subsidiary the Guarantor may have at any time against any other Vencor the Company, any Lender Party the Trustee or any other Person, whether or not arising in connection with this Guaranty AgreementIndenture or any unrelated transactions; provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim; (fv) any invalidity or unenforceability relating to or against any other Vencor the Company for any reason of this Indenture or any Financing DocumentNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of or interest on any Note or any other Vencor Company of any amount payable by it the Company under any Financing Documentthis Indenture; or (gvi) any other act or omission to act or delay of any kind by any other Vencor the Company, any Lender Party the Trustee or any other Person or any other circumstance whatsoever that which might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of such Subsidiary or defense to the Guarantor's ’s obligations under this Guaranty Agreementhereunder.