Common use of Guaranty Unconditional Clause in Contracts

Guaranty Unconditional. The obligations of each Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, 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 Note, by operation of law or otherwise; (b) any modification or amendment of or supplement to this Indenture or any Note; (c) any change in the corporate existence, structure or ownership of the Issuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer or its assets or any resulting release or discharge of any obligation of the Issuer contained in this Indenture or any Note; (d) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Issuer, the Trustee or any other Person, whether in connection with this Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (e) any invalidity or unenforceability relating to or against the Issuer for any reason of this Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer of the principal of or interest and Additional Amounts, if any, on any Note or any other amount payable by the Issuer under this Indenture; or (f) any other act or omission to act or delay of any kind by the Issuer, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section, constitute a legal or equitable discharge of or defense to such Guarantor’s obligations hereunder.

Guaranty Unconditional. The obligations of each Guarantor hereunder are shall be unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by: (ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Issuer any Borrower under this Indenture Agreement or any Note, by operation of law or otherwise; (bii) any modification or amendment of or supplement to this Indenture Agreement or any Note; (ciii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of any Borrower under this Agreement or any Note; (iv) any change in the corporate existence, structure or ownership of the Issuerany Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer any Borrower or its assets or any resulting release or discharge of any obligation of the Issuer any Borrower contained in this Indenture Agreement or any Note; (dv) the existence of any claim, set-off or other rights which the either Guarantor may have at any time against the Issuerany Borrower, the Trustee Administrative Agent, the Issuing Lender, any Lender or any other Person, whether in connection with this Indenture herewith or any unrelated transactions, provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (evi) any invalidity or unenforceability relating to or against the Issuer any Borrower for any reason of this Indenture Agreement or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer any Borrower of the principal of or interest and Additional Amounts, if any, on any Note or any other amount payable by the Issuer any Borrower under this IndentureAgreement; or (fvii) any other act or omission to act or delay of any kind by the Issuerany Borrower, the Trustee Administrative Agent, the Issuing Lender, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of or defense to such the Guarantor’s 's obligations hereunder.

Guaranty Unconditional. The obligations of each the Guarantor hereunder are unconditional under this Guaranty shall be unconditional, absolute and absolute irrevocable and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release (including with respect to any Collateral) in respect of any obligation of any other obligor under any of the Issuer under this Indenture or any NoteCredit Documents, by operation of law or otherwise; (ba) any modification or amendment of or supplement to this Indenture any of the Credit Documents; (b) any release, non-perfection or invalidity of any Notedirect or indirect security for any obligation of any other obligor under any of the Credit Documents; (c) any change in the corporate existence, structure or ownership of the Issuerany obligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer any other obligor or its assets or any resulting release or discharge of any obligation of the Issuer any other obligor contained in this Indenture or any Noteof the Credit Documents; (d) the existence of any claim, set-off or other rights which the Guarantor any obligor may have at any time against the Issuerany other obligor, the Trustee Administrative Agent, the L/C Administrator, any Fronting Bank, any Lender or any other Personcorporation or person, whether in connection with this Indenture any of the Credit Documents or any unrelated transactions, provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (e) any invalidity or unenforceability relating to or against the Issuer any other obligor for any reason of this Indenture or any Noteof the Credit Documents, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer any other obligor of the principal of or principal, interest and Additional Amounts, if any, on any Note or any other amount payable by under any of the Issuer under this IndentureCredit Documents; (f) any law, regulation or order of any jurisdiction, or any other event, affecting any term of any obligation of the Guaranteed Parties’ rights with respect thereto; or (fg) any other act or omission to act or delay of any kind by the Issuerany obligor, the Trustee Administrative Agent, the L/C Administrator, any Fronting Bank, any Lender or any other Person corporation or person or any other circumstance whatsoever (other than the defense of payment or performance) which might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of or defense to such the Guarantor’s obligations hereunderunder this Guaranty.

Guaranty Unconditional. The obligations of each Guarantor hereunder are the Company under this Article XVII shall be irrevocable, unconditional and absolute and, without limiting the generality of the foregoing, will 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 Borrower (other than the Issuer Company) under this Indenture Agreement or any Note, by operation of law or otherwise; (b) any modification or amendment of or supplement to this Indenture Agreement or any Note; (c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of any Borrower (other than the Company) under this Agreement or any Note; (d) any change in the corporate existence, structure or ownership of the Issuerany Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer any Borrower or its such Borrower's assets or any resulting release or discharge of any obligation of any Borrower (other than the Issuer Company) contained in this Indenture Agreement or any Note; (de) the existence of any claim, set-off or other rights which the Guarantor Company may have at any time against the Issuerany other Borrower, the Trustee Administrative Agent, any Lender or any other Person, whether in connection with this Indenture herewith or any unrelated transactionstransaction, provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (ef) any invalidity or unenforceability relating to or against any Borrower (other than the Issuer Company) for any reason of this Indenture Agreement or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by any Borrower (other than the Issuer Company) of the principal of or interest and Additional Amounts, if any, on any Note Loan or any other amount payable by the Issuer any other Borrower under this IndentureAgreement; or (fg) any other act or omission to act or delay of any kind by the Issuerany other Borrower, the Trustee Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of or defense to such Guarantor’s the Company's obligations as guarantor hereunder.

Guaranty Unconditional. The obligations of each Guarantor the Company hereunder are shall be unconditional and absolute and, without limiting the generality of the foregoing, will 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 Borrower under this Indenture or any NoteLoan Document, by operation of law or otherwise; (b) any modification or amendment of or supplement to this Indenture Agreement or any Note; (c) any change in the corporate existence, structure or ownership of the IssuerBorrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer Borrower or its assets or any resulting release or discharge of any obligation of the Issuer Borrower contained in this Indenture or any NoteLoan Document; (d) the existence of any claim, set-set off or other rights which the Guarantor Company may have at any time against the IssuerBorrower, the Trustee Administrative Agent, any Lender or any other Person, whether in connection with this Indenture herewith or any unrelated transactions, ; provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (e) any invalidity or unenforceability relating to or against the Issuer Borrower for any reason of this Indenture or any NoteLoan Document, or any provision of applicable law Law or regulation purporting to prohibit the payment by the Issuer Borrower of the principal of or interest and Additional Amounts, if any, on any Note Loan or any other amount payable by the Issuer it under this IndentureAgreement; or (f) any other act or omission to act or delay of any kind by the IssuerBorrower, the Trustee Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of or defense to such Guarantorthe Company’s obligations hereunder.

Guaranty Unconditional. The obligations of each the Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, 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 Successor Company under this the Indenture or any NoteSecurity, by operation of law or otherwise; (b2) any modification or amendment of or supplement to this the Indenture or any NoteSecurity; (c3) any change in the corporate existence, structure or ownership of the IssuerSuccessor Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer Successor Company or its assets or any resulting release or discharge of any obligation of the Issuer Successor Company contained in this the Indenture or any NoteSecurity; (d4) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the IssuerSuccessor Company, the Trustee or any other Person, whether in connection with this the Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (e5) any invalidity or unenforceability relating to or against the Issuer Successor Company for any reason of this the Indenture or any NoteSecurity, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer Successor Company of the principal of or interest and Additional Amounts, if any, on any Note Security or any other amount payable by the Issuer Successor Company under this the Indenture; or (f6) any other act or omission to act or delay of any kind by the IssuerSuccessor Company, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of or defense to such the Guarantor’s obligations hereunder.

Guaranty Unconditional. The obligations of each Guarantor the Company hereunder are shall be unconditional and absolute and, without limiting the generality of the foregoing, will 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 any Eligible Subsidiary under this Indenture Agreement or any Note, by operation of law or otherwise; (b) any modification or amendment of or supplement to this Indenture Agreement or any Note; (c) any change in the corporate existence, structure or ownership of the Issuerany Eligible Subsidiary, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer any Eligible Subsidiary or its assets or any resulting release or discharge of any obligation of the Issuer any Eligible Subsidiary contained in this Indenture Agreement or any Note; (d) the existence of any claim, set-off or other rights which the Guarantor Company may have at any time against the Issuerany Eligible Subsidiary, the Trustee Administrative Agent, any Lender or any other Person, whether in connection with this Indenture herewith or any unrelated transactions, ; provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (e) any invalidity or unenforceability relating to or against the Issuer any Eligible Subsidiary for any reason of this Indenture Agreement or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer any Eligible Subsidiary of the principal of or interest and Additional Amounts, if any, on any Note or any other amount payable by the Issuer it under this IndentureAgreement; or (f) any other act or omission to act or delay of any kind by the Issuerany Eligible Subsidiary, the Trustee Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of or defense to such Guarantorthe Company’s obligations hereunder.

Guaranty Unconditional. The obligations of each Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, 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 Company under this the Indenture or any Note, by operation of law or otherwise; (b) any modification or amendment of or supplement to this the Indenture or any Note; (c) any change in the corporate existence, structure or ownership of the IssuerCompany, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer Company or its assets or any resulting release or discharge of any obligation of the Issuer Company contained in this the Indenture or any Note; (d) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the IssuerCompany, the Trustee or any other Person, whether in connection with this the Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (e) any invalidity or unenforceability relating to or against the Issuer Company for any reason of this the Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer Company of the principal of or interest and Additional Amounts, if any, on any Note or any other amount payable by the Issuer Company under this the Indenture; or (f) any other act or omission to act or delay of any kind by the IssuerCompany, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section, constitute a legal or equitable discharge of or defense to such Guarantor’s obligations hereunder.

Guaranty Unconditional. The obligations of each Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, 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 Note, by operation of law or otherwise; (b) any modification or amendment of or supplement to this Indenture or any Note; (c) any change in the corporate existence, structure or ownership of the Issuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer or its assets or any resulting release or discharge of any obligation of the Issuer contained in this Indenture or any Note; (d) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Issuer, the Trustee or any other Person, whether in connection with this Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (e) any invalidity or unenforceability relating to or against the Issuer for any reason of this Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer of the principal of or interest and Additional Amounts, if any, on any Note or any other amount payable by the Issuer under this Indenture; or (f) any other act or omission to act or delay of any kind by the Issuer, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section, constitute a legal or equitable discharge of or defense to such Guarantor’s obligations hereunder.

Guaranty Unconditional. The obligations of each the Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by: (ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Issuer Company under this Indenture or any Note, by operation of law or otherwise; (bii) any modification or amendment of or supplement to this Indenture or any Note; (ciii) any change in the corporate existence, structure or ownership of the IssuerCompany, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer Company or its assets or any resulting release or discharge of any obligation of the Issuer Company contained in this Indenture or any Note; (div) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the IssuerCompany, the Trustee or any other Person, whether in connection with this Indenture or any unrelated transactions, ; provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (ev) any invalidity or unenforceability relating to or against the Issuer Company for any reason of this Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer Company of the principal of or interest and Additional Amounts, if any, on any Note or any other amount payable by the Issuer Company under this Indenture; or (fvi) any other act or omission to act or delay of any kind by the IssuerCompany, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of or defense to such the Guarantor’s obligations hereunder.

Guaranty Unconditional. The obligations of each Guarantor hereunder are shall be unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by: (ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Issuer any Borrower under this Indenture Agreement or any Note, by operation of law or otherwise; (bii) any modification or amendment of or supplement to this Indenture Agreement or any Note; (ciii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of any Borrower under this Agreement or any Note; (iv) any change in the corporate existence, structure or ownership of the Issuerany Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer any Borrower or its assets or any resulting release or discharge of any obligation of the Issuer any Borrower contained in this Indenture Agreement or any Note; (dv) the existence of any claim, set-off or other rights which the either Guarantor may have at any time against the Issuerany Borrower, the Trustee Administrative Agent, the Issuing Lender, any Lender or any other Person, whether in connection with this Indenture herewith or any unrelated transactions, provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (evi) any invalidity or unenforceability relating to or against the Issuer any Borrower for any reason of this Indenture Agreement or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer any Borrower of the principal of or interest and Additional Amounts, if any, on any Note or any other amount payable by the Issuer any Borrower under this IndentureAgreement; or (fvii) any other act or omission to act or delay of any kind by the Issuerany Borrower, the Trustee Administrative Agent, the Issuing Lender, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of or defense to such the Guarantor’s obligations hereunder.

Guaranty Unconditional. The obligations of each Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, 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 the Indenture or any Note, by operation of law or otherwise; (b) any modification or amendment of or supplement to this the Indenture or any Note; (c) any change in the corporate existence, structure or ownership of the Issuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer or its assets or any resulting release or discharge of any obligation of the Issuer contained in this the Indenture or any Note; (d) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Issuer, the Trustee or any other Person, whether in connection with this the Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (e) any invalidity or unenforceability relating to or against the Issuer for any reason of this the Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer of the principal of or interest and Additional Amounts, if any, on any Note or any other amount payable by the Issuer under this the Indenture; or (f) any other act or omission to act or delay of any kind by the Issuer, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of or defense to such Guarantor’s obligations hereunder.

Guaranty Unconditional. The obligations of each Guarantor hereunder are the Company under this Article XI shall be absolute, unconditional and absolute irrevocable and, without limiting the generality of the foregoing, will 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 Canadian Borrower under this Indenture Agreement or any Noteother Loan Document, by operation of law or otherwise; (b) any modification or amendment of or supplement to this Indenture Agreement or any Noteother Loan Document; (c) any release, impairment, non-perfection or invalidity of any other guaranty or of any direct or indirect security for any obligation of the Canadian Borrower under this Agreement or any other Loan Document; (d) any change in the corporate existence, structure or ownership of the Issuer, Canadian Borrower or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer Canadian Borrower or its the Canadian Borrower's assets or any resulting release or discharge of any obligation of the Issuer Canadian Borrower contained in this Indenture Agreement or any Noteother Loan Document; (de) the existence of any claim, set-off or other rights right which the Guarantor Company may have at any time against the IssuerCanadian Borrower, the Trustee either Agent, any Lender or any other Person, whether in connection with this Indenture herewith or any unrelated transactionstransaction, provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (ef) any invalidity or unenforceability relating to or against the Issuer Canadian Borrower for any reason of this Indenture Agreement or any Noteother Loan Document, or any provision of applicable law or regulation Applicable Law purporting to prohibit the payment by the Issuer Canadian Borrower of the principal of or interest and Additional Amounts, if any, on any Note other Loan Document or any other amount payable by the Issuer Canadian Borrower under this IndentureAgreement; or (fg) any other act or omission to act or delay of any kind by the IssuerCanadian Borrower, the Trustee either Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of or defense to such Guarantor’s the Company's obligations as guarantor hereunder.

Guaranty Unconditional. The obligations of each Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, 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 the Indenture or any NoteSecurity, by operation of law or otherwise; (b2) any modification or amendment of or supplement to this the Indenture or any NoteSecurity; (c3) any change in the corporate existence, structure or ownership of the Issuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer or its assets or any resulting release or discharge of any obligation of the Issuer contained in this the Indenture or any NoteSecurity; (d4) the existence of any claim, set-off set‑off or other rights which the Guarantor may have at any time against the Issuer, the Trustee or any other Person, whether in connection with this the Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (e5) any invalidity or unenforceability relating to or against the Issuer for any reason of this the Indenture or any NoteSecurity, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer of the principal of or interest and Additional Amounts, if any, on any Note Security or any other amount payable by the Issuer under this the Indenture; or (f6) any other act or omission to act or delay of any kind by the Issuer, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of or defense to such Guarantor’s 's obligations hereunder.

Guaranty Unconditional. The obligations of each Guarantor hereunder are unconditional shall be unconditional, absolute and absolute irrevocable and, without limiting the generality of the foregoing, will shall 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 obligor under any of the Issuer under this Indenture or any NoteLoan Documents, by operation of law or otherwise; (bii) any modification or amendment of or supplement to this Indenture or any Noteof the Loan Documents; (ciii) any release, non-perfection or invalidity of any direct or indirect security for any obligation of any other obligor under any of the Loan Documents; (iv) any change in the corporate existence, structure or ownership of the Issuerany obligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer any other obligor or its assets or any resulting release or discharge of any obligation of the Issuer any other obligor contained in this Indenture or any Noteof the Loan Documents; (dv) the existence of any claim, set-off or other rights which the Guarantor any obligor may have at any time against the Issuerany other obligor, the Trustee Administrative Agent, any Lender or any other Personcorporation or person, whether in connection with this Indenture any of the Loan Documents or any unrelated transactions, provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (evi) any invalidity or unenforceability relating to or against the Issuer any other obligor for any reason of this Indenture or any Noteof the Loan Documents, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer any other obligor of the principal of or interest and Additional Amounts, if any, on any Note or any other amount payable by under any of the Issuer under this IndentureLoan Documents; or (fvii) any other act or omission to act or delay of any kind by the Issuerany obligor, the Trustee Administrative Agent, any Lender or any other Person corporation or person or any other circumstance whatsoever which might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of or defense to such a Guarantor’s 's obligations hereunder.

Guaranty Unconditional. The obligations of each Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by: (ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Issuer Company under this Indenture or any Note, by operation of law or otherwise; (bii) any modification or amendment of or supplement to this Indenture or any Note; (ciii) any change in the corporate existence, structure or ownership of the IssuerCompany, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer Company or its assets or any resulting release or discharge of any obligation of the Issuer Company contained in this Indenture or any Note; (div) the existence of any claim, set-off set‑off or other rights which the Guarantor may have at any time against the IssuerCompany, the Trustee or any other Person, whether in connection with this the Indenture or any unrelated transactions, ; provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (ev) any invalidity or unenforceability relating to or against the Issuer Company for any reason of this Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer Company of the principal of or interest and Additional Amounts, if any, on any Note or any other amount payable by the Issuer Company under this the Indenture; or (fvi) any other act or omission to act or delay of any kind by the IssuerCompany, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of or defense to such Guarantor’s obligations hereunder.

Guaranty Unconditional. The obligations of each Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, 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 Company under this Indenture the Indenture, any Security Document or any Note, by operation of law or otherwise; (b2) any modification or amendment of or supplement to this Indenture the Indenture, any Security Document or any Note; (c3) any change in the corporate existence, structure or ownership of the IssuerCompany, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer Company or its assets or any resulting release or discharge of any obligation of the Issuer Company contained in this Indenture the Indenture, any Security Document or any Note; (d4) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the IssuerCompany, the Trustee or any other Person, whether in connection with this the Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (e5) any invalidity or unenforceability relating to or against the Issuer Company for any reason of this Indenture the Indenture, any Security Document or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer Company of the principal of or interest and Additional Amounts, if any, on any Note or any other amount payable by the Issuer Company under this Indenturethe Indenture or any Security Document; or (f6) any other act or omission to act or delay of any kind by the IssuerCompany, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of or defense to such Guarantor’s 's obligations hereunder.

Guaranty Unconditional. The obligations of each Guarantor hereunder are the Company under this Article X shall be irrevocable, unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by: (ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Issuer any Eligible Subsidiary under this Indenture Agreement or any Note, by operation of law or otherwise; (bii) any modification or amendment of or supplement to this Indenture Agreement or any Note; (ciii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of any Eligible Subsidiary under this Agreement or any Note; (iv) any change in the corporate or partnership existence, structure or ownership of the Issuerany Eligible Subsidiary, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer any Eligible Subsidiary or its assets or any resulting release or discharge of any obligation of the Issuer any Eligible Subsidiary contained in this Indenture Agreement or any Note; (dv) the existence of any claim, set-off or other rights which the Guarantor Company may have at any time against the Issuerany Eligible Subsidiary, the Trustee Administrative Agent, any Bank or any other Person, whether in connection with this Indenture herewith or any unrelated transactions, provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (evi) any illegality, invalidity or unenforceability relating to or against the Issuer any Eligible Subsidiary for any reason of this Indenture Agreement or any Note, or any provision of applicable law or regulation purporting to prohibit any Borrowing by any Eligible Subsidiary or the payment by the Issuer any Eligible Subsidiary of the principal of or interest and Additional Amounts, if any, on any Note the Loans or any other amount payable by the Issuer it under this IndentureAgreement; or (fvii) any other act or omission to act or delay of any kind by the Issuerany Eligible Subsidiary, the Trustee Administrative Agent, any Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this Sectionclause (vii), constitute a legal or equitable discharge of or defense to such Guarantorthe Company’s obligations hereunder.

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

Guaranty Unconditional. The obligations obligation of each Guarantor the Company hereunder are shall be unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by: (ai) any extension, renewal, settlement, compromisecom-promise, waiver or release in respect of any obligation of the Issuer any Eligible Subsidiary under this Indenture Agreement or any Note, by operation of law or otherwise; (bii) any modification or amendment of or supplement to this Indenture Agreement or any Note; (ciii) any release, non-perfection or invalidity of any direct or indirect security for any obligation of any Eligible Subsidiary under this Agreement or any Note; (iv) any change in the corporate existence, structure or ownership of the Issuerany Eligible Subsidiary, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer any Eligible Subsidiary or its assets or any resulting release or discharge of any obligation of the Issuer any Eligible Subsidiary contained in this Indenture Agreement or any Note; (dv) the existence of any claim, set-off or other rights which the Guarantor Company may have at any time against the Issuerany Eligible Subsidiary, the Trustee Agent, any Bank or any other Person, whether in connection with this Indenture herewith or any unrelated transactions, provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (evi) any invalidity or unenforceability relating to or against the Issuer any Eligible Subsidiary for any reason of this Indenture Agreement or any Note, or any provision of applicable law or or-regulation purporting to prohibit the payment by the Issuer any Eligible Subsidiary of the principal of or interest and Additional Amounts, if any, on any Note or any other amount payable by the Issuer it under this IndentureAgreement; or (fvii) any other act or omission to act or delay of any kind by the Issuerany Eligible Subsidiary, the Trustee Agent, any Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of or defense to such Guarantor’s the Company's obligations hereunder.

Guaranty Unconditional. The obligations of each Guarantor hereunder are the Company under this Article X shall be irrevocable, unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by: (ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any Borrower (other than any express written settlement, compromise, waiver or release in favor the Issuer Company in its capacity as a guarantor under this Indenture Article X) under this Agreement or any Note, by operation of law or otherwise; (bii) any modification or amendment of or supplement to this Indenture Agreement (other than this Article X and the defined terms used herein) or any Note; (ciii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of any Borrower (other than the Company) under this Agreement or any Note; (iv) any change in the corporate existence, structure or ownership of the Issuerany Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer any Borrower or its such Borrower’s assets or any resulting release or discharge of any obligation of any Borrower (other than the Issuer Company) contained in this Indenture Agreement or any Note; (dv) the existence of any claim, set-off or other rights which the Guarantor Company may have at any time against the Issuerany other Borrower, the Trustee Administrative Agent, any Lender or any other Person, whether in connection with this Indenture herewith or any unrelated transactionstransaction, provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (evi) any invalidity or unenforceability relating to or against any Borrower (other than the Issuer Company) for any reason of this Indenture Agreement or any Note, or any provision of applicable law Law or regulation purporting to prohibit the payment by any Borrower (other than the Issuer Company) of the principal of or interest and Additional Amounts, if any, on any Note Loan or any other amount payable by the Issuer any other Borrower under this IndentureAgreement; or (fvii) any other act or omission to act or delay of any kind by the Issuerany other Borrower, the Trustee Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of or defense to such Guarantorthe Company’s obligations as guarantor hereunder; it being understood that the foregoing shall not permit any action by the Administrative Agent or any Lender that is not otherwise permitted by this Agreement or any other Loan Document.

Guaranty Unconditional. The obligations of each Guarantor of the Guarantors hereunder are shall be unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by: (aA) any extension, renewal, settlement, indulgence, compromise, waiver or release in of or with respect of to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Issuer under this Indenture or Guaranteed Obligations, whether (in any Note, such case) by operation of law or otherwise, or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations; (bB) any modification or amendment of or supplement to this Indenture the Credit Agreement, any Swap Agreement, any Banking Services Agreement or any Noteother Loan Document, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Obligations guaranteed hereby; (cC) any change in release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any other guaranties with respect to the corporate existence, structure Guaranteed Obligations or ownership of the Issuerany part thereof, or any insolvency, bankruptcy, reorganization other obligation of any person or other similar proceeding affecting entity with respect to the Issuer or its assets Guaranteed Obligations or any resulting release or discharge of any obligation of the Issuer contained in this Indenture or any Note; (d) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Issuer, the Trustee or any other Person, whether in connection with this Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (e) any invalidity or unenforceability relating to or against the Issuer for any reason of this Indenture or any Notepart thereof, or any provision of applicable law nonperfection or regulation purporting to prohibit the payment by the Issuer of the principal of or interest and Additional Amounts, if any, on any Note or any other amount payable by the Issuer under this Indenture; or (f) any other act or omission to act or delay invalidity of any kind by the Issuer, the Trustee direct or any other Person or any other circumstance whatsoever which might, but indirect security for the provisions of this Section, constitute a legal or equitable discharge of or defense to such Guarantor’s obligations hereunder.Guaranteed Obligations;

Guaranty Unconditional. The obligations of each Guarantor hereunder are the Parent under this Article VIII shall be unconditional and absolute and, without limiting the generality of the foregoing, will 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 PLIC or PXP under this Indenture Agreement or any Note, by operation of law or otherwise; (b) any modification or amendment of or supplement to this Indenture Agreement or any Note; (c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of PLIC or PXP under this Agreement or any Note; (d) any change in the corporate existence, structure or ownership of the Issuer, PLIC or PXP or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer PLIC or its PXP or their assets or any resulting release or discharge of any obligation of the Issuer PLIC or PXP contained in this Indenture Agreement or any Note; (de) the existence of any claim, set-off or other rights right which the Guarantor Parent may have at any time against the IssuerPLIC or PXP, the Trustee Administrative Agent, any Lender or any other Person, whether in connection with this Indenture herewith or any unrelated transactionstransaction, provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (ef) any invalidity or unenforceability relating to or against the Issuer PLIC or PXP for any reason of this Indenture Agreement or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer PLIC or PXP of the principal of or interest and Additional Amounts, if any, on any Note Loan or any other amount payable by the Issuer PLIC or PXP under this IndentureAgreement; or (fg) any other act or omission to act or delay of any kind by the IssuerPLIC or PXP, the Trustee Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of PLIC or defense to such Guarantor’s PXP or of the Parent's obligations as guarantor hereunder.

Guaranty Unconditional. The obligations of each Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, 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 Company under this Indenture the Indenture, any Security Document or any Note, by operation of law or otherwise; (b2) any modification or amendment of or supplement to this Indenture the Indenture, any Security Document or any Note; (c3) any change in the corporate existence, structure or ownership of the IssuerCompany, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer Company or its assets or any resulting release or discharge of any obligation of the Issuer Company contained in this Indenture the Indenture, any Security Document or any Note; (d4) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the IssuerCompany, the Trustee or any other Person, whether in connection with this the Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (e5) any invalidity or unenforceability relating to or against the Issuer Company for any reason of this Indenture the Indenture, any Security Document or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer Company of the principal of or interest and Additional Amounts, if any, on any Note or any other amount payable by the Issuer Company under this the Indenture; or (f6) any other act or omission to act or delay of any kind by the IssuerCompany, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of or defense to such Guarantor’s obligations hereunder.

Guaranty Unconditional. The obligations of each the Guarantor hereunder are shall be unconditional and absolute and, without limiting the generality of the foregoing, will 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 NoteObligor with respect to the Approved Shareholder Debt Financing, by operation of law or otherwise; (b) any modification or amendment of, supplement to, or termination of or supplement to this Indenture or any Notethe Agreement; (c) any change in the corporate existence, structure or ownership of the IssuerObligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer Obligor or its assets or any resulting release or discharge of any obligation of the Issuer contained in this Indenture or any NoteObligor with respect to the Guaranteed Obligations; (d) the existence of any claim, set-off or other rights which the Guarantor may have at any time C-1 against the IssuerObligor, the Trustee Beneficiary or any other Personentity, whether in connection with this Indenture the Approved Shareholder Debt Financing or with any unrelated transactions, provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;; or (e) any invalidity or unenforceability relating to or against the Issuer Obligor for any reason of this Indenture or any Note, under the Approved Shareholder Debt Financing or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer of the principal of or interest and Additional Amounts, if any, on any Note or any other amount payable by the Issuer under this Indenture; or (f) any other act or omission to act or delay Obligor of any kind by amounts payable pursuant to the Issuer, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section, constitute a legal or equitable discharge of or defense to such Guarantor’s obligations hereunderApproved Shareholder Debt Financing.

Guaranty Unconditional. The obligations of each Guarantor hereunder are the Borrower Guarantors under the Borrower Guaranty shall be joint and several, irrevocable, unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by: , except for payment of Obligations and to the extent permitted by applicable Law (ai) any extension, renewal, settlement, compromise, waiver or release in respect of the Loan or any other obligation of the Issuer under this Indenture Agreement or any Note, Loan Document by operation of law Law or otherwise; ; (bii) any modification or amendment of or supplement to this Indenture Agreement or any Note; Loan Document; (ciii) any modification, amendment, waiver, release, non-perfection or invalidity of any direct or indirect security, or of any guarantee or other liability of any third party, of the Obligations of any Borrower or its Subsidiary with respect to which the Borrower Guaranty relates; (iv) any change in the corporate existence, structure structure, or ownership of the Issuerof, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer any Borrower Guarantor or its assets or any resulting release or discharge of any obligation of the Issuer Obligations of the Borrower Guarantors contained in this Indenture Agreement or any Note; Loan Document; (dv) the existence of any claim, set-off or other rights which the any Borrower Guarantor may have at any time against the Issuer, the Trustee Lender or any other Person, whether or not arising in connection with this Indenture Agreement or any unrelated transactionsLoan Document, provided provided, however, that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; ; (evi) any invalidity or unenforceability relating to or against the Issuer any Borrower or its Subsidiary for any reason of this Indenture Agreement or any Note, Loan Document or any provision of applicable law Law or regulation purporting to prohibit the payment by the Issuer of the principal of or interest and Additional Amounts, if any, on any Note Borrower under this Agreement or any other amount payable Loan Document; or (vii) to the extent permitted by the Issuer under this Indenture; or (f) applicable Law, any other act or omission to act or delay of any kind by the Issuera Borrower, a Borrower Guarantor, the Trustee Lender or any other Person or any other circumstance whatsoever which that might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of or defense to such Guarantor’s obligations hereunderthe Borrower Guaranteed Obligations under this Section 14.

Guaranty Unconditional. The obligations of each Guarantor hereunder are shall be unconditional and absolute and, without limiting the generality of the foregoing, 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 Note, by operation of law or otherwise; (b) any modification or amendment of or supplement to this Indenture or any Note; (c) any change in the corporate existence, structure or ownership of the Issuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer or its assets or any resulting release or discharge of any obligation of the Issuer contained in this Indenture or any Note; (d) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Issuer, the Trustee or any other Person, whether in connection with this Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (e) any invalidity or unenforceability relating to or against the Issuer for any reason of this Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer of the principal of or interest and Additional Amounts, if any, on any Note or any other amount payable by the Issuer under this Indenture; or (f) any other act or omission to act or delay of any kind by the Issuer, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section, constitute a legal or equitable discharge of or defense to such Guarantor’s obligations hereunder.

Guaranty Unconditional. The obligations of each Guarantor hereunder are the Parent under this Guaranty Agreement shall be unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by: (ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of PXP under the Issuer under this Indenture Loan Agreement or any the Senior Note, by operation of law or otherwise; (bii) any modification or amendment of or supplement to this Indenture the Loan Agreement or any Senior Note; (ciii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of PXP under the Loan Agreement or the Senior Note; (iv) any change in the corporate existence, structure or ownership of the Issuer, PXP or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer PXP or its assets or any resulting release or discharge of any obligation of the Issuer PXP contained in this Indenture the Loan Agreement or any the Senior Note; (dv) the existence of any claim, set-off or other rights right which the Guarantor Parent may have at any time against the IssuerPXP, the Trustee or any other Personperson, whether in connection with this Indenture the Loan Agreement or any unrelated transactionstransaction, provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (evi) any invalidity validity or unenforceability relating to or against the Issuer PXP for any reason of this Indenture the Loan Agreement or any the Senior Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer PXP of the principal of or interest and Additional Amounts, if any, on any the Senior Note or any other amount payable by PXP under the Issuer under this IndentureLoan Agreement; or (fvii) any other act or omission to act or delay of any kind by the Issuer, the Trustee PXP or any other Person person, or any other circumstance whatsoever which might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of PXP or defense to such Guarantorof the Parent’s obligations as guarantor hereunder.

Guaranty Unconditional. The obligations of each the Guarantor hereunder are shall be unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by: (ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Issuer Company under this Indenture the Credit Agreement, any Note or any NoteSecurity Document, or any obligation of the Guarantor hereunder or under any Security Document, by operation of law or otherwise; (bii) any modification or amendment of or supplement to this Indenture the Credit Agreement, any Note or any NoteSecurity Document; (ciii) any release, non-perfection or invalidity of any direct or indirect security for any obligation of the Company under the Credit Agreement, any Note or any Security Document or any obligation of the Guarantor hereunder or under any Security Document; (iv) any change in the corporate existence, structure or ownership of the IssuerCompany, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer Company or its assets or any resulting release or discharge of any obligation of the Issuer Company contained in this Indenture or the Credit Agreement, any NoteNote of any Security Document; (dv) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the IssuerCompany, the Trustee Administrative Agent, any Lender or any other Person, whether in connection with this Indenture herewith or any unrelated transactions, provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (evi) any invalidity or unenforceability relating to or against the Issuer Company for any reason of this Indenture the Credit Agreement, any Note or any NoteSecurity Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer Company of the principal of or interest and Additional Amounts, if any, on any Note or any other amount payable by the Issuer Company under this Indenturethe Credit Agreement or any Security Document; or (fvii) any other act or omission to act or delay of any kind by the IssuerCompany, the Trustee Guarantor, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of or defense to such the Guarantor’s 's obligations hereunder.

Guaranty Unconditional. The obligations of each the Guarantor hereunder are under this Article X shall be unconditional and absolute and, without limiting the generality of the foregoing, will 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 Company under this Indenture Agreement or any Note, by operation of law or otherwise; (b) any modification or amendment of or supplement to this Indenture Agreement or any Note; (c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Company under this Agreement or any Note; (d) any change in the corporate existence, structure or ownership of the Issuer, Company or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer Company or its assets or any resulting release or discharge of any obligation of the Issuer Company contained in this Indenture Agreement or any Note; (de) the existence of any claim, set-off or other rights right which the Guarantor may have at any time against the IssuerCompany, the Trustee Administrative Agent, any Bank or any other Person, whether in connection with this Indenture herewith or any unrelated transactionstransaction, provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (ef) any invalidity or unenforceability relating to or against the Issuer Company for any reason of this Indenture Agreement or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer Company of the principal of or interest and Additional Amounts, if any, on any Note or any other amount payable by the Issuer under this Indenture; or (fg) any other act or omission to act or delay of any kind by the IssuerCompany, the Trustee Administrative Agent, any Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of the Company or defense to such Guarantor’s the Guarantor obligations as guarantor hereunder.

Guaranty Unconditional. The obligations of each the Guarantor hereunder are unconditional under this Guaranty shall be unconditional, absolute and absolute irrevocable and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release (including with respect to any Collateral) in respect of any obligation of any other obligor under any of the Issuer under this Indenture or any NoteLoan Documents, by operation of law or otherwise; (b) any modification or amendment of or supplement to this Indenture or any Noteof the Loan Documents; (c) any release, non-perfection or invalidity of any direct or indirect security for any obligation of any other obligor under any of the Loan Documents; (d) any change in the corporate existence, structure or ownership of the Issuerany obligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer any other obligor or its assets or any resulting release or discharge of any obligation of the Issuer any other obligor contained in this Indenture or any Noteof the Loan Documents; (de) the existence of any claim, set-off or other rights which the Guarantor any obligor may have at any time against the Issuerany other obligor, the Trustee Administrative Agent, the L/C Administrator, any Fronting Bank, any Lender or any other Personcorporation or person, whether in connection with this Indenture any of the Loan Documents or any unrelated transactions, provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (ef) any invalidity or unenforceability relating to or against the Issuer any other obligor for any reason of this Indenture or any Noteof the Loan Documents, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer any other obligor of the principal of or principal, interest and Additional Amounts, if any, on any Note or any other amount payable by under any of the Issuer under this IndentureLoan Documents; (g) any law, regulation or order of any jurisdiction, or any other event, affecting any term of any obligation of the Guaranteed Parties’ rights with respect thereto; or (fh) any other act or omission to act or delay of any kind by the Issuerany obligor, the Trustee Administrative Agent, the L/C Administrator, any Fronting Bank, any Lender or any other Person corporation or person or any other circumstance whatsoever (other than the defense of payment or performance) which might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of or defense to such the Guarantor’s obligations hereunderunder this Guaranty.

Guaranty Unconditional. The obligations of each the Guarantor hereunder are shall be unconditional and absolute and, without limiting the generality of the foregoing, will 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 DNAP under this Indenture Agreement or any Tranche C Note, by operation of law or otherwise; (b) any modification or amendment of or supplement to this Indenture Agreement or any Note; (c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of Company under this Agreement or any Tranche C Note; (d) any change in the corporate existence, structure or ownership of the IssuerDNAP, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer DNAP or its assets or any resulting release or discharge of any obligation of the Issuer DNAP contained in this Indenture Agreement or any Tranche C Note; (de) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the IssuerDNAP, the Trustee any Agent, any Holder or any other Person, whether in connection with this Indenture Agreement or any unrelated transactions, ; provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (ef) any invalidity or unenforceability relating to or against the Issuer DNAP for any reason of this Indenture Agreement or any Tranche C Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer DNAP of the principal of or interest and Additional Amounts, if any, on any Tranche C Note or any other amount payable by the Issuer DNAP under this IndentureAgreement; or (fg) any other act or omission to act or delay of any kind by the IssuerDNAP, the Trustee any Agent, any Holder or any other Person or any other circumstance whatsoever which might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of or defense to such the Guarantor’s 's obligations hereunder.

Guaranty Unconditional. The Company’s obligations of each Guarantor with respect to its Guarantied Obligations hereunder are shall be unconditional and absolute and, without limiting the generality of the foregoing, will 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 any Designated Borrower under this Indenture Agreement or any Note, by operation of law or otherwise; (b) any modification or amendment of or supplement to this Indenture Agreement or any Note; (c) any change in the corporate existence, structure or ownership of the Issuerany Designated Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer any Designated Borrower or its assets or any resulting release or discharge of any obligation of the Issuer any Designated Borrower contained in this Indenture Agreement or any Note; (d) the existence of any claim, set-off or other rights which the Guarantor Company may have at any time against the Issuerany Designated Borrower, the Trustee Administrative Agent, any Lender or any other Person, whether in connection with this Indenture herewith or any unrelated transactions, ; provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (e) any invalidity or unenforceability relating to or against the Issuer any Designated Borrower for any reason of this Indenture Agreement or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer any Designated Borrower of the principal of or interest and Additional Amounts, if any, on any Note or any other amount payable by the Issuer it under this IndentureAgreement; or (f) any other act or omission to act or delay of any kind by the Issuerany Designated Borrower, the Trustee Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of or defense to such Guarantorthe Company’s obligations hereunderhereunder (other than payment in full of the Guarantied Obligations).

Guaranty Unconditional. The obligations of each Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, 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 the Indenture, any Security Document or any Note, by operation of law or otherwise; (b) any modification or amendment of or supplement to this Indenture the Indenture, any Security Document or any Note; (c) any change in the corporate existence, structure or ownership of the Issuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer or its assets or any resulting release or discharge of any obligation of the Issuer contained in this Indenture the Indenture, any Security Document or any Note; (d) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Issuer, the Trustee or any other Person, whether in connection with this the Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (e) any invalidity or unenforceability relating to or against the Issuer for any reason of this Indenture the Indenture, any Security Document or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer of the principal of or interest and Additional Amounts, if any, on any Note or any other amount payable by the Issuer under this the Indenture; or (f) any other act or omission to act or delay of any kind by the Issuer, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of or defense to such Guarantor’s obligations hereunder.

Guaranty Unconditional. The obligations of each Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, 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 Company under this the Indenture or any Note, by operation of law or otherwise; (b) any modification or amendment of or supplement to this the Indenture or any Note; (c) any change in the corporate existence, structure or ownership of the IssuerCompany, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer Company or its assets or any resulting release or discharge of any obligation of the Issuer Company contained in this the Indenture or any Note; (d) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the IssuerCompany, the Trustee or any other Person, whether in connection with this the Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (e) any invalidity or unenforceability relating to or against the Issuer Company for any reason of this the Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer Company of the principal of or interest and Additional Amounts, if any, on any Note or any other amount payable by the Issuer Company under this the Indenture; or (f) any other act or omission to act or delay of any kind by the IssuerCompany, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of or defense to such Guarantor’s 's obligations hereunder.

Guaranty Unconditional. The obligations of each Guarantor the Company hereunder are shall be unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by: (ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Issuer any Eligible Subsidiary under this Indenture Agreement or any Noteof its Notes, by operation of law or otherwise; (bii) any modification or amendment of or supplement to this Indenture Agreement or any Note; (ciii) any release, non-perfection or invalidity of any direct or indirect security for any obligation of any Eligible Subsidiary under this Agreement or any of its Notes; (iv) any change in the corporate existence, structure or ownership of the Issuerany Eligible Subsidiary, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer any Eligible Subsidiary or its assets or any resulting release or discharge of any obligation of the Issuer any Eligible Subsidiary contained in this Indenture Agreement or any Noteof its Notes; (dv) the existence of any claim, set-off or other rights which the Guarantor Company may have at any time against the Issuerany Eligible Subsidiary, the Trustee Agent, any Bank or any other Person, whether in connection with this Indenture herewith or any unrelated transactions, provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (evi) any invalidity or unenforceability relating to or against the Issuer any Eligible Subsidiary for any reason of this Indenture Agreement or any Noteof its Notes, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer any Eligible Subsidiary of the principal of or interest and Additional Amounts, if any, on any Note of its Notes or any other amount payable by the Issuer it under this IndentureAgreement, or any delivery of an Election to Terminate by any Eligible Subsidiary; or (fvii) any other act or omission to act or delay of any kind by the Issuerany Eligible Subsidiary, the Trustee Agent, any Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of or defense to such Guarantor’s the Company's obligations hereunder.

Guaranty Unconditional. The Subject to clause (g) hereof, the obligations of each Guarantor hereunder are PLIC under this Article X shall be unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by: (ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Issuer PXP under this Indenture Agreement or any Note, by operation of law or otherwise; (bii) any modification or amendment of or supplement to this Indenture Agreement or any Note; (ciii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of PXP under this Agreement or any Note; (iv) any change in the corporate existence, structure or ownership of the Issuer, PXP or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer PXP or its their assets or any resulting release or discharge of any obligation of the Issuer PXP contained in this Indenture Agreement or any Note; (dv) the existence of any claim, set-off or other rights right which the Guarantor PLIC may have at any time against the IssuerPXP, the Trustee Administrative Agent, any Bank or any other Person, whether in connection with this Indenture herewith or any unrelated transactionstransaction, provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (evi) any invalidity or unenforceability relating to or against the Issuer PXP for any reason of this Indenture Agreement or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer PXP of the principal of or interest and Additional Amounts, if any, on any Note or any other amount payable by the Issuer PXP under this IndentureAgreement; or (fvii) any other act or omission to act or delay of any kind by the IssuerPXP, the Trustee Administrative Agent, any Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of PXP/or defense to such Guarantor’s of PLIC's obligations as guarantor hereunder.

Guaranty Unconditional. The obligations of each Guarantor with respect to its Guarantied Obligations hereunder are shall be unconditional and absolute and, without limiting the generality of the foregoing, will 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 any Borrower under this Indenture Agreement or any Note, by operation of law or otherwise; (b) any modification or amendment of or supplement to this Indenture Agreement or any Note; (c) any change in the corporate existence, structure or ownership of the Issuerany Borrower, or any insolvency, bankruptcy, examination (in the case of an Irish Borrower only), reorganization or other similar proceeding affecting the Issuer any Borrower or its assets or any resulting release or discharge of any obligation of the Issuer any Borrower contained in this Indenture Agreement or any Note; (d) the existence of any claim, set-off set‑off or other rights which the such Guarantor may have at any time against the Issuerany Borrower, the Trustee Administrative Agent, any Lender or any other Person, whether in connection with this Indenture herewith or any unrelated transactions, ; provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (e) any invalidity or unenforceability relating to or against the Issuer any Borrower for any reason of this Indenture Agreement or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer any Borrower of the principal of or interest and Additional Amounts, if any, on any Note or any other amount payable by the Issuer it under this IndentureAgreement; or (f) any other act or omission to act or delay of any kind by the Issuerany Borrower, the Trustee Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of or defense to such Guarantor’s obligations hereunderhereunder (other than payment in full of the Guarantied Obligations).

Guaranty Unconditional. The obligations of each Guarantor the Company hereunder are shall be unconditional and absolute and, without limiting the generality of the foregoing, will 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 any Eligible Subsidiary under this Indenture Agreement or any Note, by operation of law or otherwise; (b) any modification or amendment of or supplement to this Indenture Agreement or any Note; (c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of any Eligible Subsidiary under this Agreement or any Note; (d) any change in the corporate existence, structure or ownership of the Issuerany Eligible Subsidiary, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer any Eligible Subsidiary or its assets or any resulting release or discharge of any obligation of the Issuer any Eligible Subsidiary contained in this Indenture Agreement or any Note; (de) the existence of any claim, set-off or other rights which the Guarantor Company may have at any time against the Issuerany Eligible Subsidiary, the Trustee Administrative Agent, any Bank or any other Person, whether in connection herewith or with this Indenture or any unrelated transactions, provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (ef) any invalidity or unenforceability relating to or against the Issuer any Eligible Subsidiary for any reason of this Indenture Agreement or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer any Eligible Subsidiary of the principal of or interest and Additional Amounts, if any, on any Note Loan or any other amount payable by the Issuer it under this IndentureAgreement or any Note; or (fg) any other act or omission to act or delay of any kind by the Issuerany Eligible Subsidiary, the Trustee Administrative Agent, any Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of or defense to such Guarantor’s the Company's obligations hereunder.

Guaranty Unconditional. The obligations of each Guarantor the Guarantors hereunder are shall be unconditional and absolute and, without limiting the generality of the foregoing, will 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 Seller under this Indenture or any NoteAgreement, by operation of law or otherwise; (b) any modification or amendment of or supplement to this Indenture or Agreement, provided that any Notesuch modification which increases the obligations of the Guarantors hereunder shall not be effective as to the Guarantors without their consent; (c) any change in the corporate existence, structure or ownership of the IssuerSeller, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer Seller or its assets or any resulting release or discharge of any obligation of the Issuer Seller contained in this Indenture or any NoteAgreement; (d) the existence of any claim, set-off or other rights which the Guarantor Guarantors may have at any time against the IssuerSeller, the Trustee Company, the Buyer or any other Personperson, whether in connection with this Indenture Agreement or any unrelated transactions, provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (e) any invalidity or unenforceability relating to or against the Issuer Seller for any reason of this Indenture or any NoteAgreement, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer of the principal of or interest and Additional Amounts, if any, on any Note or any other amount payable by the Issuer under this Indenture; orregulation; (f) any other act or omission to act or delay of any kind by the Issuer, the Trustee Seller or any other Person person or any other circumstance whatsoever which might, but for the provisions of this Sectionsection, constitute a legal or equitable discharge of or defense to such Guarantor’s the Guarantors' obligations hereunder.

Guaranty Unconditional. The obligations of each Guarantor the Subsidiary Guarantors hereunder are shall be unconditional and absolute and, without limiting the generality of the foregoing, will 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 Issuers under this Indenture or any Note, by operation of law or otherwise; (b) any modification or amendment of or supplement to this Indenture or any Note; 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 change in the corporate existence, structure or ownership of the any Issuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the any Issuer or its assets or any resulting release or discharge of any obligation of the an Issuer contained in this Indenture or any Note; (d) the existence of any claim, set-off or other rights which the Guarantor Subsidiary Guarantors may have at any time against the any Issuer, the Trustee or any other Person, whether in connection with this Indenture or any unrelated transactions, provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (e) any invalidity or unenforceability relating to or against the Issuer Issuers for any reason of this Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer Issuers of the principal of or interest and Additional Amounts, if any, on any Note or any other amount payable by the Issuer Issuers under this Indenture; or (f) any other act or omission to act or delay of any kind by the IssuerIssuers, the Trustee or any other Person or any other circumstance whatsoever 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 hereunder.

Guaranty Unconditional. The Subject to Section 11.3, the obligations of each Guarantor hereunder are the Guarantors under this Article XI shall be continuing, unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by: (ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Issuer under this Indenture or any NoteGuaranteed Obligation, by operation of law or otherwise; (bii) any modification or amendment of or supplement to this Indenture or any NoteLoan Document; (ciii) any modification, amendment, waiver, release, non-perfection or invalidity of any direct or indirect security, or of any Guaranty Obligation or other liability of any third party, for any Guaranteed Obligation; (iv) any change in the corporate existence, structure or ownership of the IssuerCompany or any other Guarantor (unless such Guarantor ceases to be a Wholly- Owned Subsidiary after giving effect to such change as described in Section 11.3), or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer Company or any other Guarantor or its assets or any resulting release or discharge of any obligation of the Issuer contained in this Indenture or any NoteGuaranteed Obligation; (dv) the existence of any claim, set-off setoff or other rights right which the such Guarantor may have at any time against the IssuerCompany, the Trustee Agent, any Bank or any other Person, whether or not arising in connection with this Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaimLoan Documents; (evi) any invalidity or unenforceability relating to or against the Issuer Company or any other Guarantor for any reason of this Indenture the whole or any Noteprovision of any Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment or performance by the Issuer Company of the principal of or interest and Additional Amounts, if any, on any Note or any other amount payable by the Issuer under this IndentureGuaranteed Obligations; or (fvii) any other act or omission to act or delay of any kind by the IssuerCompany, any other Guarantor, the Trustee Agent, any Bank or any other Person or any other circumstance whatsoever which that might, but for the provisions of this SectionSection 11.2, constitute a legal or equitable discharge of or defense to the obligations of such Guarantor’s obligations hereunderGuarantor under this Article XI.

Guaranty Unconditional. The obligations of each Guarantor hereunder are under this Article IX shall be unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation obligation(s) of the Issuer a Borrower under any Relevant Credit Agreement and/or any Commitment(s) under this Indenture or any NoteAgreement, by operation of law or otherwise;, (b) any modification modification, assumption or amendment of or supplement to this Indenture Agreement or any Note;other Credit Document, (c) any change in the corporate existence, structure or ownership of the Issuerany Borrower or any other Person, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer or its assets or any resulting release or discharge of any obligation event of the Issuer contained type described in this Indenture Section 6.5 or Section 6.6 with respect to any Note;Person, (d) the existence of any claim, set-off or other rights which the that either Guarantor may have at any time against the Issuerany Borrower, the Trustee other Guarantor, the Sole Lead Arranger, the Administrative Agent, any Lender or any other Person, whether in connection herewith or with this Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim;, (e) any invalidity or unenforceability relating to or against the Issuer other Guarantor or any Borrower for any reason of this Indenture or any Note, Credit Document or any provision of applicable law or regulation Applicable Law purporting to prohibit the payment performance by the Issuer of the principal of or interest and Additional Amounts, if any, on any Note other Guarantor or any other amount payable by Borrower of any of its obligations under the Issuer under this Indenture; Credit Documents, or (f) any other act or omission to act or delay of any kind by the Issuerother Guarantor, any Borrower, the Trustee Sole Lead Arranger, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which that might, but for the provisions of this Section, constitute a legal or equitable discharge of the obligations of either Guarantor or defense to such Guarantor’s obligations hereunderany Borrower under the Credit Documents.

Guaranty Unconditional. The obligations of each the Guarantor hereunder are unconditional under this ARTICLE XII shall be unconditional, absolute and absolute irrevocable and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by: (ai) any extension, renewal, settlement, compromise, waiver or release (including with respect to any Collateral) in respect of any obligation of any other obligor under any of the Issuer under this Indenture or any NoteCredit Documents, by operation of law or otherwise;; 100 (bii) any modification or amendment of or supplement to this Indenture or any Noteof the Credit Documents; (ciii) any release, non-perfection or invalidity of any direct or indirect security for any obligation of any other obligor under any of the Credit Documents; (iv) any change in the corporate existence, structure or ownership of the Issuerany obligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer any other obligor or its assets or any resulting release or discharge of any obligation of the Issuer any other obligor contained in this Indenture or any Noteof the Credit Documents; (dv) the existence of any claim, set-off or other rights which the Guarantor any obligor may have at any time against the Issuerany other obligor, the Trustee Administrative Agent, any Issuing Bank, any Lender or any other Personcorporation or person, whether in connection with this Indenture any of the Credit Documents or any unrelated transactions, provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (evi) any invalidity or unenforceability relating to or against the Issuer any other obligor for any reason of this Indenture or any Noteof the Credit Documents, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer any other obligor of the principal of or principal, interest and Additional Amounts, if any, on any Note or any other amount payable by under any of the Issuer under this IndentureCredit Documents; (vii) any law, regulation or order of any jurisdiction, or any other event, affecting any term of any obligation of the Lenders' rights with respect thereto; or (fviii) any other act or omission to act or delay of any kind by the Issuerany obligor, the Trustee Administrative Agent, any Issuing Bank, any Lender or any other Person corporation or person or any other circumstance whatsoever (other than the defense of payment) which might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of or defense to such the Guarantor’s 's obligations hereunderunder this ARTICLE XII.

Guaranty Unconditional. The obligations of each the Guarantor hereunder are unconditional under this Article XI shall be unconditional, absolute and absolute irrevocable, and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by: (ai) any extension, renewal, settlement, compromise, waiver or release (including with respect to any collateral) in respect of any obligation of any other Borrower under any of the Issuer under this Indenture or any NoteCredit Documents, by operation of law or otherwise; (bii) any modification or amendment of or supplement to this Indenture or any Noteof the Credit Documents; (ciii) any release, non-perfection or invalidity of any direct or indirect security for any obligation of any other obligor under any of the Credit Documents; (iv) any change in the corporate existence, structure or ownership of the Issuerany Borrower, or any insolvency, bankruptcy, reorganization Bankruptcy Event or other similar proceeding affecting the Issuer any other obligor or its assets or any resulting release or discharge of any obligation of the Issuer any other obligor contained in this Indenture or any Noteof the Credit Documents; (dv) the existence of any claim, set-off or other rights which the Guarantor any obligor may have at any time against the Issuerany Borrower, the Trustee Administrative Agent, the L/C Agent, any Issuing Bank, any Lender or any other Personcorporation or person, whether in connection with this Indenture any of the Credit Documents or any unrelated transactions, provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (evi) any invalidity or unenforceability relating to or against the Issuer any Borrower for any reason of this Indenture or any Noteof the Credit Documents, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer any other obligor of the principal of or principal, interest and Additional Amounts, if any, on any Note or any other amount payable by under any of the Issuer under this IndentureCredit Documents; (vii) any law, regulation or order of any jurisdiction, or any other event, affecting any term of any obligation or the Lenders’ rights with respect thereto; or (fviii) any other act or omission to act or delay of any kind by the Issuerany Borrower, the Trustee Administrative Agent, the L/C Agent, any Issuing Bank, any Lender or any other Person corporation or person or any other circumstance whatsoever (other than the defense of payment) which might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of or defense to such the Guarantor’s obligations hereunderunder this Article XI.

Guaranty Unconditional. The obligations of each the Guarantor hereunder are under this Article 17 shall be unlimited, unconditional and absolute andand shall not be subject to any reduction, limitation, impairment, discharge or termination for any reason, including, without limitation, any claim, defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability or any other obligation or otherwise. Without limiting the generality of the foregoing, will the obligations of the Guarantor shall not be released, discharged or impaired, limited or otherwise affected by: (a) 17.2.1 any change in the manner, place or terms of payment or performance, and/or any change or extension of the time of payment or performance of, extension, renewal, settlement, compromise, waiver or release release, or any new agreements relating to any obligation, any security thereof, or any liability incurred directly or indirectly in respect of any obligation of the Issuer under this Indenture thereof, or any Noterescission of, by operation or amendment, waiver or other modification or, or any consent to depart from, this Credit Agreement or any other Loan Document, including any increase in the Guaranteed Obligations resulting from the extension of law additional credit to the Borrower or otherwise; (b) any modification or amendment of or supplement to this Indenture or any Note; (c) 17.2.2 any change in the corporate existence, structure or ownership of the IssuerBorrower or any other Person, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer or its assets or any resulting release or discharge of any obligation event of the Issuer contained type described in this Indenture or Section 14.1(e) with respect to any NotePerson; (d) 17.2.3 the existence of any claim, set-off or other rights which that the Guarantor may have at any time against the IssuerBorrower, the Trustee Administrative Agent, any other Syndication Party or any other Person, whether in connection herewith or with this Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (e) 17.2.4 any invalidity or unenforceability relating to or against the Issuer Borrower for any reason of this Indenture or any NoteLoan Document, or any provision of applicable law or regulation Applicable Law purporting to prohibit the payment performance by the Issuer Borrower of any of its obligations under the Loan Documents; 17.2.5 any sale, exchange, release, surrender, loss, abandonment, realization upon any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, all or any of the principal Guaranteed Obligations, and/or any offset there against, or failure to perfect, or continue the perfection of, any Lien in any such property, or delay in the perfection of any such Lien, or any amendment or waiver of or interest and Additional Amounts, if any, on consent to departure from any Note other guaranty for all or any of the Guaranteed Obligations; 17.2.6 the failure by the Administrative Agent or any Syndication Party to assert any claim or demand or to enforce any right or remedy against the Borrower or any other amount payable by Person under the Issuer under provisions of this Indenture; or (f) Credit Agreement or any other act Financing Document or omission to act any other document or delay instrument executed and delivered in connection herewith or therewith; and 17.2.7 any other agreements or circumstance of any kind by nature whatsoever that may or might in any manner or to any extent vary the Issuerrisk of the Guarantor, or any other circumstance whatsoever that might constitute a defense to, or legal or equitable discharge of, the Trustee Guaranty hereunder and/or the obligations of the Guarantor, or a defense to, or discharge of, any of the Obligors or any other Person or any party hereto or the Guaranteed Obligations or otherwise in respect of the Advances to the Borrower, in each case pursuant to this Credit Agreement and/or other circumstance whatsoever which might, but for the provisions of this Section, constitute a legal or equitable discharge of or defense to such Guarantor’s obligations hereunderLoan Documents.

Guaranty Unconditional. The obligations of each Guarantor the Company hereunder are shall be unconditional and absolute and, without limiting the generality of the foregoing, will 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 any Designated Borrower under this Indenture or any NoteLoan Document, by operation of law or otherwise; (b) any modification or amendment of or supplement to this Indenture Agreement or any Note; (c) any change in the corporate existence, structure or ownership of the Issuerany Designated Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer any Designated Borrower or its assets or any resulting release or discharge of any obligation of the Issuer any Designated Borrower contained in this Indenture or any NoteLoan Document; (d) the existence of any claim, set-set off or other rights which the Guarantor Company may have at any time against the Issuerany Designated Borrower, the Trustee Administrative Agent, any Lender or any other Person, whether in connection with this Indenture herewith or any unrelated transactions, ; provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (e) any invalidity or unenforceability relating to or against the Issuer any Designated Borrower for any reason of this Indenture or any NoteLoan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer any Designated Borrower of the principal of or interest and Additional Amounts, if any, on any Note Loan or any other amount payable by the Issuer it under this IndentureAgreement; or (f) any other act or omission to act or delay of any kind by the Issuerany Designated Borrower, the Trustee Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of or defense to such Guarantorthe Company’s obligations hereunder.

Guaranty Unconditional. The obligations of each Guarantor the Company hereunder are shall be unconditional and absolute and, without limiting the generality of the foregoing, will 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 any Eligible Subsidiary under this Indenture Agreement or any Note, by operation of law or otherwise; (b) any modification or amendment of or supplement to this Indenture Agreement or any Note; (c) any change in the corporate existence, structure or ownership of the Issuerany Eligible Subsidiary, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer any Eligible Subsidiary or its assets or any resulting release or discharge of any obligation of the Issuer any Eligible Subsidiary contained in this Indenture Agreement or any Note; (d) the existence of any claim, set-off or other rights which the Guarantor Company may have at any time against the Issuerany Eligible Subsidiary, the Trustee Administrative Agent, any Lender or any other Person, whether in connection with this Indenture herewith or any unrelated transactions, ; provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (e) any invalidity or unenforceability relating to or against the Issuer any Eligible Subsidiary for any reason of this Indenture Agreement or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer any Eligible Subsidiary of the principal of or interest and Additional Amounts, if any, on any Note or any other amount payable by the Issuer it under this IndentureAgreement; or (f) any other act or omission to act or delay of any kind by the Issuerany Eligible Subsidiary, the Trustee Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of or defense to such Guarantor’s the Company's obligations hereunder.

Guaranty Unconditional. The obligations of each Guarantor the Company hereunder are shall be unconditional and absolute and, without limiting the generality of the foregoing, will 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 any Eligible Subsidiary under this Indenture Agreement or any Note, by operation of law or otherwise; (b) ; any modification or amendment of or supplement to this Indenture Agreement or any Note; (c) ; any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of any Eligible Subsidiary under this Agreement or any Note; any change in the corporate existence, structure or ownership of the Issuerany Eligible Subsidiary, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer any Eligible Subsidiary or its assets or any resulting release or discharge of any obligation of the Issuer any Eligible Subsidiary contained in this Indenture Agreement or any Note; (d) ; the existence of any claim, set-off or other rights which the Guarantor Company may have at any time against the Issuerany Eligible Subsidiary, the Trustee any Agent, any Bank or any other Person, whether in connection with this Indenture herewith or any unrelated transactions, provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (e) ; any invalidity or unenforceability relating to or against the Issuer any Eligible Subsidiary for any reason of this Indenture Agreement or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer any Eligible Subsidiary of the principal of or interest and Additional Amounts, if any, on any Note Loan, any Letter of Credit Liability or any other amount payable by the Issuer it under this IndentureAgreement or any Note; or (f) or any other act or omission to act or delay of any kind by the Issuerany Eligible Subsidiary, the Trustee any Agent or Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of or defense to such Guarantor’s the Company's obligations hereunder.

Guaranty Unconditional. The obligations of each Guarantor of the Guarantors hereunder are shall be unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by, and each Guarantor hereby waives any defenses it may have (now or in the future) by reason of: (aA) (i) any extension, renewal, settlement, indulgence, compromise, waiver or release in respect of the Guaranteed Obligations, any part thereof, any agreement relating thereto (including this Guaranty), or any obligation of the Issuer under this Indenture or any Noteother Guarantor, whether (in any such case) by operation of law or otherwiseotherwise other than as a result of the indefeasible payment in full in cash of the Guaranteed Obligations; or (ii) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations, any part thereof, any agreement relating thereto (including this Guaranty), or any obligation of any other Guarantor; (bB) any modification or amendment of or supplement to this Indenture the Private Shelf Agreement, the Notes, or any Noteother Transaction Document, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Guaranteed Obligations or the issuance from time to time of Notes; (cC) any change in release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of (i) any collateral securing the corporate existence, structure or ownership of the Issuer, Guaranteed Obligations or any insolvencypart thereof, bankruptcy, reorganization or other similar proceeding affecting the Issuer or its assets or any resulting release or discharge of any obligation of the Issuer contained in this Indenture or any Note; (d) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Issuer, the Trustee or any other Person, whether in connection with this Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (e) any invalidity or unenforceability relating to or against the Issuer for any reason of this Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer of the principal of or interest and Additional Amounts, if any, on any Note or any other amount payable by the Issuer under this Indenture; or (fii) any other act guaranties with respect to the Guaranteed Obligations or omission to act any part thereof, or delay (iii) any other obligation of any kind by person or entity with respect to the Issuer, the Trustee Guaranteed Obligations or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section, constitute a legal or equitable discharge of or defense to such Guarantor’s obligations hereunder.part thereof;

Guaranty Unconditional. The obligations of each Guarantor the Company hereunder are shall be unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by: (ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Issuer any Eligible Subsidiary under this Indenture Agreement or any Note, by operation of law or otherwise; (bii) any modification or amendment of or supplement to this Indenture Agreement or any Note; (ciii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of any Eligible Subsidiary under this Agreement or any Note; (iv) any change in the corporate existence, structure or ownership of the Issuerany Eligible Subsidiary, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer any Eligible Subsidiary or its assets or any resulting release or discharge of any obligation of the Issuer any Eligible Subsidiary contained in this Indenture Agreement or any Note; (dv) the existence of any claim, set-off or other rights which the Guarantor Company may have at any time against the Issuerany Eligible Subsidiary, the Trustee either Agent, any Issuing Bank, any other Lender or any other Person, whether in connection with this Indenture herewith or any unrelated transactions, provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (evi) any invalidity or unenforceability relating to or against the Issuer any Eligible Subsidiary for any reason of this Indenture Agreement or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer any Eligible Subsidiary of the principal of or interest and Additional Amounts, if any, on any Note or any other amount payable by the Issuer it under this IndentureAgreement; or (fvii) any other act or omission to act or delay of any kind by the Issuerany Eligible Subsidiary, the Trustee either Agent, any Issuing Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of or defense to such Guarantor’s the Company's obligations hereunder.

Guaranty Unconditional. The obligations of each Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, 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 Issuers under this Indenture or any Note, by operation of law or otherwise; (b2) any modification or amendment of or supplement to this Indenture or any Note; (c3) any change in the corporate existence, structure or ownership of the IssuerIssuers, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer Issuers or its their assets or any resulting release or discharge of any obligation of the Issuer Issuers contained in this Indenture or any Note; (d4) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the IssuerIssuers, the Trustee Trustee, the Securities Administrator or any other Person, whether in connection with this Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (e5) any invalidity or unenforceability relating to or against the Issuer Issuers for any reason of this Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer Issuers of the principal of or interest and Additional Amounts, if any, on any Note or any other amount payable by the Issuer Issuers under this Indenture; or (f6) any other act or omission to act or delay of any kind by the IssuerIssuers, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of or defense to such Guarantor’s obligations hereunder.

Guaranty Unconditional. The obligations of each Subsidiary Guarantor hereunder are unconditional under this Article XI shall be unconditional, irrevocable and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged discharged, or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver waiver, or release in respect of any obligation of the Issuer Borrower or other Obligor or of any other guarantor under this Indenture Agreement or any Note, other Loan Document or by operation of law or otherwise; (b) any modification or amendment of or supplement to this Indenture Agreement or any Noteother Loan Document; (c) any change in the corporate existence, structure structure, or ownership of of, the IssuerBorrower or other Obligor, any other guarantor, or any insolvencyof their respective assets, bankruptcy, reorganization or other similar proceeding affecting the Issuer or its assets or any resulting release or discharge of any obligation of the Issuer Borrower or other Obligor or of any other guarantor contained in this Indenture or any NoteLoan Document; (d) the existence of any claim, set-off off, or other rights which the Guarantor Borrower or other Obligor or any other guarantor may have at any time against the IssuerAdministrative Agent, the Trustee any Lender, or any other Person, whether or not arising in connection with this Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaimherewith; (e) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower or other Obligor, any other guarantor, or any other Person or Property; (f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Borrower or other Obligor, regardless of what obligations of the Borrower or other Obligor remain unpaid; (g) any invalidity or unenforceability relating to or against the Issuer Borrower or other Obligor or any other guarantor for any reason of this Indenture Agreement or of any Note, other Loan Document or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer Borrower or other Obligor or any other guarantor of the principal of or interest and Additional Amounts, if any, on any Note Loan or any other amount payable by under the Issuer under this IndentureLoan Documents; or (fh) any other act or omission to act or delay of any kind by the IssuerAdministrative Agent, the Trustee any Lender, or any other Person or any other circumstance whatsoever which that might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of or defense to such Guarantor’s the obligations hereunderof any Subsidiary Guarantor under this Article XI.

Guaranty Unconditional. The obligations of each the Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, 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 Note, by operation of law or otherwise; (b) any modification or amendment of or supplement to this Indenture or any Note; (c) any change in the corporate existence, structure or ownership of the Issuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer or its assets or any resulting release or discharge of any obligation of the Issuer contained in this Indenture or any Note; (d) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Issuer, the Trustee or any other Person, whether in connection with this Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (e) any invalidity or unenforceability relating to or against the Issuer for any reason of this Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer of the principal of or interest and Additional Amounts, if any, on any Note or any other amount payable by the Issuer under this Indenture; or (f) any other act or omission to act or delay of any kind by the Issuer, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of or defense to such Guarantor’s obligations hereunder.

Guaranty Unconditional. The obligations of each the Guarantor hereunder are unconditional under this Guaranty shall be unconditional, absolute and absolute irrevocable and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release (including with respect to any Collateral) in respect of any obligation of any other obligor under any of the Issuer under this Indenture or any NoteCredit Documents, by operation of law or otherwise; (b) any modification or amendment of or supplement to this Indenture or any Noteof the Credit Documents; (c) any release, non-perfection or invalidity of any direct or indirect security for any obligation of any other obligor under any of the Credit Documents; (d) any change in the corporate existence, structure or ownership of the Issuerany obligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer any other obligor or its assets or any resulting release or discharge of any obligation of the Issuer any other obligor contained in this Indenture or any Noteof the Credit Documents; (de) the existence of any claim, set-off or other rights which the Guarantor any obligor may have at any time against the Issuerany other obligor, the Trustee Administrative Agent, the L/C Administrator, any Fronting Bank, any Lender or any other Personcorporation or person, whether in connection with this Indenture any of the Credit Documents or any unrelated transactions, provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (ef) any invalidity or unenforceability relating to or against the Issuer any other obligor for any reason of this Indenture or any Noteof the Credit Documents, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer any other obligor of the principal of or principal, interest and Additional Amounts, if any, on any Note or any other amount payable by under any of the Issuer under this IndentureCredit Documents; (g) any law, regulation or order of any jurisdiction, or any other event, affecting any term of any obligation of the Guaranteed Parties’ rights with respect thereto; or (fh) any other act or omission to act or delay of any kind by the Issuerany obligor, the Trustee Administrative Agent, the L/C Administrator, any Fronting Bank, any Lender or any other Person corporation or person or any other circumstance whatsoever (other than the defense of payment or performance) which might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of or defense to such the Guarantor’s obligations hereunderunder this Guaranty.

Guaranty Unconditional. The obligations of each Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, 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 Issuers under this Indenture or any Note, by operation of law or otherwise; (b2) any modification or amendment of or supplement to this Indenture or any Note; (c3) any change in the corporate existence, structure or ownership of the IssuerIssuers, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer Issuers or its their assets or any resulting release or discharge of any obligation of the Issuer Issuers contained in this Indenture or any Note; (d4) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the IssuerIssuers, the Trustee or any other Person, whether in connection with this Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (e5) any invalidity or unenforceability relating to or against the Issuer Issuers for any reason of this Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer Issuers of the principal of or interest and Additional Amounts, if any, on any Note or any other amount payable by the Issuer Issuers under this Indenture; or (f6) any other act or omission to act or delay of any kind by the IssuerIssuers, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this SectionSection 10.02, constitute a legal or equitable discharge of or defense to such Guarantor’s obligations hereunder.

Guaranty Unconditional. The obligations of each Guarantor hereunder are under this Article 5 shall be continuing, unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation Obligation of the Issuer Borrower under this Indenture Agreement or any Noteother Loan Document, by operation of law or otherwise; (b) any modification or amendment of or supplement to this Indenture Agreement or any Noteother Loan Document; (c) any modification, amendment, waiver, release, non-perfection or invalidity of any direct or indirect security, or of any guaranty or other liability of any third party, for any Obligation of the Borrower under this Agreement or any other Loan Document; (d) any change in the corporate existence, structure or ownership of the IssuerBorrower or any Guarantor, or any insolvency, bankruptcy, reorganization or other similar case or proceeding affecting the Issuer Borrower or its assets any Guarantor or any of their respective assets, or any resulting release or discharge of any obligation Obligation of the Issuer contained in Borrower under this Indenture Agreement or any Noteother Loan Document; (de) the existence of any claim, set-off or other rights which the right that any Guarantor may have at any time may have against the IssuerBorrower, the Trustee Administrative Agent, the Issuing Bank, any Lender or any other Person, regardless of whether arising in connection with this Indenture Agreement or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaimother Loan Document; (ef) any invalidity or unenforceability relating to or against the Issuer Borrower for any reason of this Indenture the whole or any Noteprovision of this Agreement or any other Loan Document, or any provision of applicable law or regulation Applicable Bankruptcy Law purporting to prohibit the payment by the Issuer of the principal of or interest and Additional Amounts, if any, on any Note or any other amount payable by the Issuer under this Indenture; or (f) any other act or omission to act or delay of any kind by the Issuer, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section, constitute a legal or equitable discharge of or defense to such Guarantor’s obligations hereunder.to

Guaranty Unconditional. The obligations of each Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by: (ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Issuer Company under this Indenture or any Note, by operation of law or otherwise; (bii) any modification or amendment of or supplement to this Indenture or any Note; (ciii) any change in the corporate existence, structure or ownership of the IssuerCompany, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer Company or its assets or any resulting release or discharge of any obligation of the Issuer Company contained in this Indenture or any Note; (div) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the IssuerCompany, the Trustee or any other Person, whether in connection with this the Indenture or any unrelated transactions, ; provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (ev) any invalidity or unenforceability relating to or against the Issuer Company for any reason of this Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer Company of the principal of or interest and Additional Amounts, if any, on any Note or any other amount payable by the Issuer Company under this the Indenture; or (fvi) any other act or omission to act or delay of any kind by the IssuerCompany, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of or defense to such Guarantor’s obligations hereunder.

Guaranty Unconditional. The obligations of each Guarantor the Company hereunder are shall be unconditional and absolute and, without limiting the generality of the foregoing, will 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 any Eligible Subsidiary under this Indenture Agreement or any Note, by operation of law or otherwise; ; (b) any modification or amendment of or supplement to this Indenture Agreement or any Note; ; (c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of any Eligible Subsidiary under this Agreement or any Note; (d) any change in the corporate existence, structure or ownership of the Issuerany Eligible Subsidiary, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer any Eligible Subsidiary or its assets or any resulting release or discharge of any obligation of the Issuer any Eligible Subsidiary contained in this Indenture Agreement or any Note; ; (de) the existence of any claim, set-off or other rights which the Guarantor Company may have at any time against the Issuerany Eligible Subsidiary, the Trustee any Agent, any Bank or any other Person, whether in connection with this Indenture herewith or any unrelated transactions, provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; ; (ef) any invalidity or unenforceability relating to or against the Issuer any Eligible Subsidiary for any reason of this Indenture Agreement or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer any Eligible Subsidiary of the principal of or interest and Additional Amounts, if any, on any Note Loan or any other amount payable by the Issuer it under this IndentureAgreement or any Note; or or (fg) any other act or omission to act or delay of any kind by the Issuerany Eligible Subsidiary, the Trustee any Agent or Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of or defense to such Guarantor’s the Company's obligations hereunder.

Guaranty Unconditional. The obligations of each Subsidiary Guarantor hereunder are unconditional under this Article XII shall be unconditional, irrevocable and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged discharged, or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver waiver, or release in respect of any obligation of the Issuer Borrowers or other Obligor or of any other guarantor under this Indenture Agreement or any Note, other Loan Document or by operation of law or otherwise; (b) any modification or amendment of or supplement to this Indenture Agreement or any Noteother Loan Document; (c) any change in the corporate existence, structure structure, or ownership of the Issuerof, any Borrower or other Obligor, any other guarantor, or any insolvencyof their respective assets, bankruptcy, reorganization or other similar proceeding affecting the Issuer or its assets or any resulting release or discharge of any obligation of the Issuer Borrowers or other Obligor or of any other guarantor contained in this Indenture or any NoteLoan Document; (d) the existence of any claim, set-off off, or other rights which the Guarantor any Borrower or other Obligor or any other guarantor may have at any time against the IssuerAdministrative Agent, the Trustee any Lender, or any other Person, whether or not arising in connection with this Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaimherewith; (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 Borrowers or other Obligor, any other guarantor, or any other Person or Property; (f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Borrowers or other Obligor, regardless of what obligations of the Borrowers or other Obligor remain unpaid; (g) any invalidity or unenforceability relating to or against the Issuer Borrowers or other Obligor or any other guarantor for any reason of this Indenture Agreement or of any Note, other Loan Document or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer Borrowers or other Obligor or any other guarantor of the principal of or interest and Additional Amounts, if any, on any Note Loan or any other amount payable by under the Issuer under this IndentureLoan Documents; or (fh) any other act or omission to act or delay of any kind by the IssuerAdministrative Agent, the Trustee any Lender, or any other Person or any other circumstance whatsoever which that might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of or defense to such Guarantor’s the obligations hereunderof any Subsidiary Guarantor under this Article XII.

Guaranty Unconditional. The obligations of each the Guarantor hereunder are under this Article 17 shall be unlimited, unconditional and absolute andand shall not be subject to any reduction, limitation, impairment, discharge or termination for any reason, including, without limitation, any claim, defense or setoff, 100 counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability or any other obligation or otherwise. Without limiting the generality of the foregoing, will the obligations of the Guarantor shall not be released, discharged or impaired, limited or otherwise affected by:: 17. (a) 2.1 any change in the manner, place or terms of payment or performance, and/or any change or extension of the time of payment or performance of, extension, renewal, settlement, compromise, waiver or release release, or any new agreements relating to any obligation, any security thereof, or any liability incurred directly or indirectly in respect of any obligation of the Issuer under this Indenture thereof, or any Noterescission of, by operation or amendment, waiver or other modification or, or any consent to depart from, this Credit Agreement or any other Loan Document, including any increase in the Guaranteed Obligations resulting from the extension of law additional credit to the Borrower or otherwise;; 17. (b) any modification or amendment of or supplement to this Indenture or any Note; (c) 2.2 any change in the corporate existence, structure or ownership of the IssuerBorrower or any other Person, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer or its assets or any resulting release or discharge of any obligation event of the Issuer contained type described in this Indenture or Section 14.1(e) with respect to any Note;Person; 17. (d) 2.3 the existence of any claim, set-off or other rights which that the Guarantor may have at any time against the IssuerBorrower, the Trustee Administrative Agent, any other Syndication Party or any other Person, whether in connection herewith or with this Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim;; 17. (e) 2.4 any invalidity or unenforceability relating to or against the Issuer Borrower for any reason of this Indenture or any NoteLoan Document, or any provision of applicable law or regulation Applicable Law purporting to prohibit the payment performance by the Issuer Borrower of any of its obligations under the Loan Documents; 17. 2.5 any sale, exchange, release, surrender, loss, abandonment, realization upon any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, all or any of the principal Guaranteed Obligations, and/or any offset there against, or failure to perfect, or continue the perfection of, any Lien in any such property, or delay in the perfection of any such Lien, or any amendment or waiver of or interest and Additional Amounts, if any, on consent to departure from any Note other guaranty for all or any of the Guaranteed Obligations; 17. 2.6 the failure by the Administrative Agent or any Syndication Party to assert any claim or demand or to enforce any right or remedy against the Borrower or any other amount payable by Person under the Issuer under provisions of this Indenture; or (f) Credit Agreement or any other act Financing Document or omission to act any other document or delay instrument executed and delivered in connection herewith or therewith; and 17. 2.7 any other agreements or circumstance of any kind by nature whatsoever that may or might in any manner or to any extent vary the Issuerrisk of the Guarantor, or any other circumstance whatsoever that might constitute a 101 defense to, or legal or equitable discharge of, the Trustee Guaranty hereunder and/or the obligations of the Guarantor, or a defense to, or discharge of, any of the Obligors or any other Person or any party hereto or the Guaranteed Obligations or otherwise in respect of the Advances to the Borrower, in each case pursuant to this Credit Agreement and/or other circumstance whatsoever which might, but for the provisions of this Section, constitute a legal or equitable discharge of or defense to such Guarantor’s obligations hereunderLoan Documents.

Guaranty Unconditional. The obligations of each Guarantor hereunder are the Company under this Article XVII shall be irrevocable, unconditional and absolute and, without limiting the generality of the foregoing, will 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 Borrower (other than the Issuer Company) under this Indenture Agreement or any Note, by operation of law or otherwise; (b) any modification or amendment of or supplement to this Indenture Agreement or any Note; (c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of any Borrower (other than the Company) under this Agreement or any Note; (d) any change in the corporate existence, structure or ownership of the Issuerany Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer any Borrower or its such Borrower’s assets or any resulting release or discharge of any obligation of any Borrower (other than the Issuer Company) contained in this Indenture Agreement or any Note; (de) the existence of any claim, set-off or other rights which the Guarantor Company may have at any time against the Issuerany other Borrower, the Trustee Administrative Agent, any Lender or any other Person, whether in connection with this Indenture herewith or any unrelated transactionstransaction, provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (ef) any invalidity or unenforceability relating to or against any Borrower (other than the Issuer Company) for any reason of this Indenture Agreement or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by any Borrower (other than the Issuer Company) of the principal of or interest and Additional Amounts, if any, on any Note Loan or any other amount payable by the Issuer any other Borrower under this IndentureAgreement; or (fg) any other act or omission to act or delay of any kind by the Issuerany other Borrower, the Trustee Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of or defense to such Guarantorthe Company’s obligations as guarantor hereunder.

Guaranty Unconditional. The obligations of each Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, 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 Company under this Indenture Indenture, any Security Document or any Note, by operation of law or otherwise; (b2) any modification or amendment of or supplement to this Indenture Indenture, any Security Document or any Note; (c3) any change in the corporate existence, structure or ownership of the IssuerCompany, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer Company or its assets or any resulting release or discharge of any obligation of the Issuer Company contained in this Indenture Indenture, any Security Document or any Note; (d4) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the IssuerCompany, the Trustee or any other Person, whether in connection with this Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (e5) any invalidity or unenforceability relating to or against the Issuer Company for any reason of this Indenture Indenture, any Security Document or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer Company of the principal of or interest and Additional Amounts, if any, on any Note or any other amount payable by the Issuer Company under this Indenture; or (f6) any other act or omission to act or delay of any kind by the IssuerCompany, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of or defense to such Guarantor’s obligations hereunderhereunder other than indefeasible payment in full of the obligations.

Guaranty Unconditional. The To the extent permitted by applicable law, the obligations of each the Parent Guarantor hereunder under this Section I(e) are unconditional and absolute and, without limiting the generality of the foregoing, 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 Company under this the Indenture or any Note, by operation of law or otherwise; (b2) any modification or amendment of or supplement to this the Indenture or any Note; (c3) any change in the corporate existence, structure or ownership of the IssuerCompany, or any insolvency, bankruptcy, reorganization reorganization, plan of arrangement or other similar proceeding affecting the Issuer Company or its assets or any resulting release or discharge of any obligation of the Issuer Company contained in this the Indenture or any Note; (d4) the existence of any claim, set-off or other rights which any of the Parent Guarantor may have at any time against the IssuerCompany, the Trustee or any other Personperson, whether in connection with this the Indenture or any unrelated transactions, provided provided, that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (e5) any invalidity or unenforceability relating to or against the Issuer Company for any reason of this the Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer Company of the principal of or interest and Additional Amounts, if any, on any Note or any other amount payable by the Issuer Company under this the Indenture; or; (f6) any other act or omission to act or delay of any kind by the IssuerCompany, the Trustee or any other Person person or any other circumstance whatsoever which might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of or defense to such any of the Parent Guarantor’s obligations hereunderunder this Section I(e); or (7) any defenses (other than full and unconditional payment) 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 Section I(e) or the Indenture.

Guaranty Unconditional. The obligations of each Guarantor hereunder are the Parent under this Article VIII shall be unconditional and absolute and, without limiting the generality of the foregoing, will 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 PLIC under this Indenture Agreement or any Note, by operation of law or otherwise; (b) any modification or amendment of or supplement to this Indenture Agreement or any Note; (c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of PLIC under this Agreement or any Note; (d) any change in the corporate existence, structure or ownership of the Issuer, PLIC or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer PLIC or its their assets or any resulting release or discharge of any obligation of the Issuer PLIC contained in this Indenture Agreement or any Note; (de) the existence of any claim, set-off or other rights right which the Guarantor Parent may have at any time against the IssuerPLIC, the Trustee Administrative Agent, any Lender or any other Person, whether in connection with this Indenture herewith or any unrelated transactionstransaction, provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (ef) any invalidity or unenforceability relating to or against the Issuer PLIC for any reason of this Indenture Agreement or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer PLIC of the principal of or interest and Additional Amounts, if any, on any Note Loan or any other amount payable by the Issuer PLIC under this IndentureAgreement; or (fg) any other act or omission to act or delay of any kind by the IssuerPLIC, the Trustee Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of PLIC or defense to such Guarantorof the Parent’s obligations as guarantor hereunder.

Guaranty Unconditional. The obligations of each Guarantor hereunder are the Company under this Article XI shall be absolute, unconditional and absolute irrevocable and, without limiting the generality of the foregoing, will 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 Canadian Borrower under this Indenture Agreement or any Noteother Loan Document, by operation of law or otherwise; (b) any modification or amendment of or supplement to this Indenture Agreement or any Noteother Loan Document; (c) any release, impairment, non-perfection or invalidity of any other guaranty or of any direct or indirect security for any obligation of the Canadian Borrower under this Agreement or any other Loan Document; (d) any change in the corporate existence, structure or ownership of the Issuer, Canadian Borrower or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer Canadian Borrower or its the Canadian Borrower’s assets or any resulting release or discharge of any obligation of the Issuer Canadian Borrower contained in this Indenture Agreement or any Noteother Loan Document; (de) the existence of any claim, set-off or other rights right which the Guarantor Company may have at any time against the IssuerCanadian Borrower, the Trustee either Agent, any Lender or any other Person, whether in connection with this Indenture herewith or any unrelated transactionstransaction, provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (ef) any invalidity or unenforceability relating to or against the Issuer Canadian Borrower for any reason of this Indenture Agreement or any Noteother Loan Document, or any provision of applicable law or regulation Applicable Law purporting to prohibit the payment by the Issuer Canadian Borrower of the principal of or interest and Additional Amounts, if any, on any Note other Loan Document or any other amount payable by the Issuer Canadian Borrower under this IndentureAgreement; or (fg) any other act or omission to act or delay of any kind by the IssuerCanadian Borrower, the Trustee either Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of or defense to such Guarantorthe Company’s obligations as guarantor hereunder.

Guaranty Unconditional. The obligations of each Guarantor hereunder are as a guarantor or joint and several obligor under the Loan Documents, including this Section 11, shall be unconditional and absolute and, without limiting the generality of the foregoing, will 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 any Borrower or of any other Guarantor under this Indenture Agreement or any Note, other Loan Document or by operation of law or otherwise; (b) any modification or amendment of or supplement to this Indenture Agreement or any Noteother Loan Document; (c) any change in the corporate existence, structure or ownership of the Issuerof, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting affecting, the Issuer Borrowers, any other Guarantor, or its assets any of their respective assets, or any resulting release or discharge of any obligation of the Issuer any Borrower or of any other Guarantor contained in this Indenture or any NoteLoan Document; (d) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the IssuerAgent, the Trustee any Lender or any other Person, whether or not arising in connection with this Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaimherewith; (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 any Borrower, any other Guarantor or any other Person or Property; (f) any application of any sums by whomsoever paid or howsoever realized to any obligation of any Borrower, regardless of what obligations of the Borrowers remain unpaid; (g) any invalidity or unenforceability relating to or against the Issuer any Borrower or any other Guarantor for any reason of this Indenture Agreement or of any Note, other Loan Document or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer Borrowers or any other Guarantor of the principal of or interest and Additional Amounts, if any, on any Note or any other amount payable by them under the Issuer under this IndentureLoan Documents; or (fh) any other act or omission to act or delay of any kind by the IssuerAgent, the Trustee any Lender or any other Person or any other circumstance whatsoever which that might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of or defense to such Guarantor’s the obligations hereunderof the Guarantors under the Loan Documents.

Guaranty Unconditional. The obligations of each Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, 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 the Indenture or any Note, by operation of law or otherwise; (b) any modification or amendment of or supplement to this the Indenture or any Note; (c) any change in the corporate existence, structure or ownership of the Issuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer or its assets or any resulting release or discharge of any obligation of the Issuer contained in this the Indenture or any Note; (d) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Issuer, the Trustee or any other Person, whether in connection with this the Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (e) any invalidity or unenforceability relating to or against the Issuer for any reason of this the Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer of the principal of or interest and Additional Amounts, if any, on any Note or any other amount payable by the Issuer under this the Indenture; or (f) any other act or omission to act or delay of any kind by the Issuer, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section, constitute a legal or equitable discharge of or defense to such Guarantor’s obligations hereunder.

Guaranty Unconditional. The obligations of each Guarantor hereunder are as a guarantor or joint and several obligor under the Loan Documents, including this Section 10, shall be unconditional and absolute and, without limiting the generality of the foregoing, will 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 any Borrower or of any other Guarantor under this Indenture Agreement or any Note, other Loan Document or by operation of law or otherwise; (b) any modification or amendment of or supplement to this Indenture Agreement or any Noteother Loan Document; (c) any change in the corporate existence, structure or ownership of the Issuerof, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting affecting, the Issuer Borrowers, any other Guarantor, or its assets any of their respective assets, or any resulting release or discharge of any obligation of the Issuer any Borrower or of any other Guarantor contained in this Indenture or any NoteLoan Document; (d) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the IssuerAgent, the Trustee any Lender or any other Person, whether or not arising in connection with this Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaimherewith; (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 any Borrower, any other Guarantor or any other Person or Property; (f) any application of any sums by whomsoever paid or howsoever realized to any obligation of any Borrower, regardless of what obligations of the Borrowers remain unpaid; (g) any invalidity or unenforceability relating to or against the Issuer any Borrower or any other Guarantor for any reason of this Indenture Agreement or of any Note, other Loan Document or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer Borrowers or any other Guarantor of the principal of or interest and Additional Amounts, if any, on any Revolving Credit Note or any other amount payable by them under the Issuer under this IndentureLoan Documents; or (fh) any other act or omission to act or delay of any kind by the IssuerAgent, the Trustee any Lender or any other Person or any other circumstance whatsoever which that might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of or defense to such Guarantor’s the obligations hereunderof the Guarantors under the Loan Documents.

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

Guaranty Unconditional. The obligations of each the Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by: (ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Issuer under this Indenture or any Note, by operation of law or otherwise; (bii) any modification or amendment of or supplement to this Indenture or any Note; (ciii) any change in the corporate existence, structure or ownership of the Issuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer or its assets or any resulting release or discharge of any obligation of the Issuer contained in this Indenture or any Note; (div) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Issuer, the Trustee or any other Person, whether in connection with this Indenture or any unrelated transactions, ; provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (ev) any invalidity or unenforceability relating to or against the Issuer for any reason of this Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer of the principal of or interest and Additional Amounts, if any, on any Note or any other amount payable by the Issuer under this Indenture; or (fvi) any other act or omission to act or delay of any kind by the Issuer, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this Sectionparagraph, constitute a legal or equitable discharge of or defense to such Guarantor’s obligations hereunder.