Common use of Guaranty Unconditional Clause in Contracts

Guaranty Unconditional. The Guarantor acknowledges and agrees that no change in the nature or terms of the Obligations, the Indenture or the Securities, or other agreements, instruments or contracts evidencing, related to or attendant with the Obligations (including any novation), nor any determination of lack of enforceability thereof, shall discharge all or any part of the liabilities and obligations of the Guarantor pursuant to the Guaranty; it being the purpose and intent of the Guarantor, the Company, the Trustee and the Holders that the covenants, agreements and all liabilities and obligations of the Guarantor hereunder are absolute, unconditional and irrevocable under any and all circumstances. Without limiting the generality of the foregoing, the Guarantor agrees that until each and every one of the covenants and agreements of this Supplemental Indenture is fully performed, the Guarantor's undertakings hereunder shall not be released, in whole or in part, by any action or thing which might, but for this Section 2.5, be deemed a legal or equitable discharge of a surety or guarantor, or by reason of any waiver, omission of the Company, the Trustee and the Holders, or any of them, or their failure to proceed promptly or otherwise, or by reason of any action taken or omitted by the Company, the Trustee and the Holders, or any of them, whether or not such action or failure to act varies or increases the risk of, or affects the rights or remedies of, the Guarantor or by reason of any further dealings among the Company, the Trustee and the Holders, or any of them, or any other guarantor or surety, and the Guarantor hereby expressly waives and surrenders any defense to its liability hereunder, or any right of counterclaim or offset of any nature or description which it may have or which may exist based upon, and shall be deemed to have consented to, any of the foregoing acts, omissions, things, agreements or waivers.

Guaranty Unconditional. The Guarantor acknowledges This is a guaranty of payment and agrees that no change in the nature or terms not of the Obligationscollection, the Indenture or the Securities, or other agreements, instruments or contracts evidencing, related to or attendant with the Obligations (including any novation), nor any determination of lack of enforceability thereof, shall discharge all or any part of the liabilities and obligations of the Guarantor pursuant to the Guaranty; it being the purpose and intent of the Guarantor, the Company, the Trustee and the Holders that the covenants, agreements and all liabilities and obligations of the Guarantor hereunder are absolute, unconditional and irrevocable under any and all circumstances. Without absolute except as specifically provided herein and, without limiting the generality of the foregoing, the Guarantor agrees that until each and every one of the covenants and agreements of this Supplemental Indenture is fully performed, the Guarantor's undertakings hereunder shall not be released, discharged or otherwise affected by: (i) any extension, renewal, settlement, compromise, waiver or release in whole or in partrespect of any obligation of the Debtor with respect to any Obligation, by operation of law or otherwise; (ii) any modification or amendment or supplement to any document evidencing any Obligation; (iii) any release, non-perfection or invalidity of any direct or indirect security for any Obligation or any release of any other guarantor of any Obligation; (iv) any change in the existence, structure or ownership of the Debtor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Debtor or its assets or any resulting disallowance, release or discharge of all or any portion of any Obligation; (v) the existence of any claim, set-off or other right which any guarantors may have at any time against the Debtor, any Beneficiary or any other corporation or person, whether in connection herewith or any unrelated transaction; provided, however, that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability of any Obligation, or any provision of applicable law or regulation purporting to prohibit the payment by the Debtor of any Obligation; (vii) any failure by Beneficiary (A) to file or enforce a claim against the Debtor or its estate (in a bankruptcy or other proceeding), (B) to give notice of the existence, creation or incurring by the Debtor of any new or additional indebtedness or obligation under or with respect to any Obligation, (C) to commence any action against the Debtor, (D) to disclose to the Guarantor any facts that the Beneficiary may now or thing which hereafter know with regard to the Debtor, or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing any Obligation; (viii) any other act or omission to act or delay of any kind by the Debtor, the Beneficiary, or any other person; or (ix) any other circumstance whatsoever that might, but for the provisions of this Section 2.5clause, be deemed constitute a legal or equitable discharge of a surety or guarantor, or by reason of any waiver, omission of the Company, the Trustee and the Holders, or any of them, or their failure to proceed promptly or otherwise, or by reason of any action taken or omitted by the Company, the Trustee and the Holders, or any of them, whether or not such action or failure to act varies or increases the risk of, or affects the rights or remedies of, the Guarantor or by reason of any further dealings among the Company, the Trustee and the Holders, or any of them, or any other guarantor or surety, and the Guarantor hereby expressly waives and surrenders any defense to its liability hereunder, or any right of counterclaim or offset of any nature or description which it may have or which may exist based upon, and shall be deemed to have consented to, any of the foregoing acts, omissions, things, agreements or waiversGuarantor’s obligations hereunder.

Guaranty Unconditional. The Guarantor acknowledges and agrees that no change in the nature or terms of the Obligations, Obligations or any of the Indenture or the SecuritiesGuaranteed Agreements, or other agreements, instruments or contracts evidencing, related to or attendant with the Obligations (including any novation), nor any determination of lack of enforceability thereof, shall discharge all or any part of the liabilities and obligations of the Guarantor pursuant to the this Guaranty; it being the purpose and intent of the Guarantor, the Company, the Trustee Lenders and the Holders Administrative Agent that the covenants, agreements and all liabilities and obligations of the Guarantor hereunder are absolute, unconditional and irrevocable under any and all circumstances. Without limiting the generality of the foregoing, the Guarantor agrees that until each and every one of the covenants and agreements of this Supplemental Indenture Guaranty is fully performed, the Guarantor's undertakings hereunder shall not be released, in whole or in part, by any action or thing which might, but for this Section 2.5paragraph of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, or by reason of any waiver, omission of the Company, the Trustee Lenders and the HoldersAdministrative Agent, or any of them, or their failure to proceed promptly or otherwise, or by reason of any action taken or omitted by the Company, the Trustee Lenders and the HoldersAdministrative Agent, or any of them, whether or not such action or failure to act varies or increases the risk of, or affects the rights or remedies of, the Guarantor or by reason of any further dealings among between the CompanyBorrower, the Trustee Lenders and the HoldersAdministrative Agent, or any of them, or any other guarantor or surety, and the Guarantor Guarantor, to the extent permitted by Applicable Law, hereby expressly waives and surrenders any defense to its liability hereunder, or any right of counterclaim or offset of any nature or description which it may have or which may exist based upon, and shall be deemed to have consented to, any of the foregoing acts, omissions, things, agreements or waivers.

Guaranty Unconditional. The Guarantor acknowledges and agrees that no change in the nature or terms of the Obligations, Obligations or any of the Indenture or the SecuritiesGuaranteed Agreements, or other agreements, instruments or contracts evidencing, related to or attendant with the Obligations (including any novation), nor any determination of lack of enforceability thereof, shall discharge all or any part of the liabilities and obligations of the Guarantor pursuant to the this Guaranty; it being the purpose and intent of the Guarantor, the Company, the Trustee Banks and the Holders Administrative Agent that the covenants, agreements and all liabilities and obligations of the Guarantor hereunder are absolute, unconditional and irrevocable under any and all circumstances. Without limiting the generality of the foregoing, the Guarantor agrees that until each and every one of the covenants and agreements of this Supplemental Indenture Guaranty is fully performed, the Guarantor's undertakings hereunder shall not be released, in whole or in part, by any action or thing which might, but for this Section 2.5paragraph of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, or by reason of any waiver, omission of the Company, the Trustee Banks and the HoldersAdministrative Agent, or any of them, or their failure to proceed promptly or otherwise, or by reason of any action taken or omitted by the Company, the Trustee Banks and the HoldersAdministrative Agent, or any of them, whether or not such action or failure to act varies or increases the risk of, or affects the rights or remedies of, the Guarantor or by reason of any further dealings among between the CompanyBorrower, the Trustee Banks and the HoldersAdministrative Agent, or any of them, or any other guarantor or surety, and the Guarantor Guarantor, to the extent permitted by Applicable Law, hereby expressly waives and surrenders any defense to its liability hereunder, or any right of counterclaim or offset of any nature or description which it may have or which may exist based upon, and shall be deemed to have consented to, any of the foregoing acts, omissions, things, agreements or waivers.

Guaranty Unconditional. The Guarantor acknowledges and agrees that no change in the nature or terms of the Obligations, Guaranteed Obligations or any of the Indenture or the SecuritiesGuaranteed Agreements, or other agreements, instruments or contracts evidencing, related to or attendant with the Guaranteed Obligations (including any novation), nor any determination of lack of enforceability thereof, shall discharge all or any part of the liabilities and obligations of the Guarantor pursuant to the this Parent Guaranty; it being the purpose and intent of the Guarantor, the CompanyAdministrative Agent, the Trustee Issuing Bank and the Holders Lenders that the covenants, agreements and all liabilities and obligations of the Guarantor hereunder are absolute, unconditional and irrevocable under any and all circumstances. Without limiting the generality of the foregoing, the Guarantor agrees that until each and every one of the covenants and agreements of this Supplemental Indenture Parent Guaranty is fully performed, the Guarantor's ’s undertakings hereunder shall not be released, in whole or in part, by any action or thing which might, but for this Section 2.5paragraph of this Parent Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, or by reason of any waiver, omission of the CompanyAdministrative Agent, the Trustee Issuing Bank and the HoldersLenders, or any of them, or their failure to proceed promptly or otherwise, or by reason of any action taken or omitted by the CompanyAdministrative Agent, the Trustee Issuing Bank and the HoldersLenders, or any of them, whether or not such action or failure to act varies or increases the risk of, or affects the rights or remedies of, the Guarantor or by reason of any further dealings among between the CompanyBorrower on the one hand and the Administrative Agent, the Trustee Issuing Bank and the HoldersLenders, or any of them, on the other hand or any other guarantor or surety, and the Guarantor hereby expressly waives and surrenders any defense to its liability hereunder, or any right of counterclaim or offset of any nature or description which it may have or which may exist hereunder based upon, and shall be deemed to have consented to, any of the foregoing acts, omissions, things, agreements or waivers.

Guaranty Unconditional. The Guarantor acknowledges and agrees that no change in the nature or terms of the Obligations, Guarantied Obligations or any of the Indenture or the SecuritiesLoan Documents, or other agreements, instruments or contracts evidencing, related to or attendant with the Guarantied Obligations (including any novation), nor any determination of lack of enforceability thereof, shall discharge all or any part of the liabilities and obligations of the Guarantor pursuant to the this Guaranty; it being the purpose and intent of the Guarantor, the Company, the Trustee Guarantor and the Holders Guarantied Parties that the covenants, agreements and all liabilities and obligations of the Guarantor hereunder are absolute, unconditional and irrevocable under any and all circumstances. Without limiting the generality of the foregoing, the Guarantor agrees that until each and every one of the covenants and agreements of this Supplemental Indenture Guaranty is fully performed, the Guarantor's ’s undertakings hereunder shall not be released, in whole or in part, by any action or thing which might, but for this Section 2.5paragraph of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, or by reason of any waiver, omission of the Company, the Trustee and the HoldersGuarantied Parties, or any of them, or their failure to proceed promptly or otherwise, or by reason of any action taken or omitted by the Company, the Trustee and the HoldersGuarantied Parties, or any of them, whether or not such action or failure to act varies or increases the risk of, or affects the rights or remedies of, the Guarantor or by reason of any further dealings among between the Company, the Trustee Borrowers and the HoldersGuarantied Parties, or any of them, or any other guarantor or surety, and the Guarantor Guarantor, to the extent permitted by Applicable Law, hereby expressly waives and surrenders any defense to its liability hereunder, or any right of counterclaim or offset of any nature or description which it may have or which may exist based upon, and shall be deemed to have consented to, any of the foregoing acts, omissions, things, agreements or waivers.

Guaranty Unconditional. The Guarantor acknowledges and agrees that no change in the nature or terms of the Obligations, Guarantied Obligations or any of the Indenture or the SecuritiesLoan Documents, or other agreements, instruments or contracts evidencing, related to or attendant with the Guarantied Obligations (including any novation), nor any determination of lack of enforceability thereof, shall discharge all or any part of the liabilities and obligations of the Guarantor pursuant to the this Guaranty; it being the purpose and intent of the Guarantor, the Company, the Trustee Guarantor and the Holders Guarantied Parties that the covenants, agreements and all liabilities and obligations of the Guarantor hereunder are absolute, unconditional and irrevocable under any and all circumstances. Without limiting the generality of the foregoing, the Guarantor agrees that until each and every one of the covenants and agreements of this Supplemental Indenture Guaranty is fully performed, the Guarantor's ’s undertakings hereunder shall not be released, in whole or in part, by any action or thing which might, but for this Section 2.5paragraph of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, or by reason of any waiver, omission of the Company, the Trustee and the HoldersGuarantied Parties, or any of them, or their failure to proceed promptly or otherwise, or by reason of any action taken or omitted by the Company, the Trustee and the HoldersGuarantied Parties, or any of them, whether or not such action or failure to act varies or increases the risk of, or affects the rights or remedies of, the Guarantor or by reason of any further dealings among the Companybetween any Borrower, the Trustee and the HoldersGuarantied Parties, or any of them, or any other guarantor or surety, and the Guarantor Guarantor, to the extent permitted by Applicable Law, hereby expressly waives and surrenders any defense to its liability hereunder, or any right of counterclaim or offset of any nature or description which it may have or which may exist based upon, and shall be deemed to have consented to, any of the foregoing acts, omissions, things, agreements or waivers.

Guaranty Unconditional. The Guarantor VCOC acknowledges and agrees that no change in the nature or terms of the Obligations, any of the Indenture Guaranteed Agreements or the Securities, or any other agreements, instruments or contracts evidencing, related to or attendant with the Obligations (including including, without limitation, any novation), nor any determination of lack of enforceability thereof, ) shall discharge all or any part of the liabilities and obligations of the Guarantor VCOC pursuant to the this Guaranty; it being the purpose and intent of the Guarantor, the Company, the Trustee VCOC and the Holders Secured Parties, and each of them, that the covenants, agreements and all liabilities and obligations of the Guarantor VCOC hereunder are absolute, unconditional and irrevocable under any and all circumstances. Without limiting the generality of the foregoing, the Guarantor VCOC agrees that until each and every one of the covenants and agreements of this Supplemental Indenture Guaranty is fully and indefeasibly performed, the GuarantorVCOC's undertakings hereunder shall not be released, in whole or in part, by reason of (a) any action or thing which might, but for this Section 2.57, be deemed a legal or equitable discharge of a surety or guarantor, or by reason of (b) any waiver, omission waiver of the Company, the Trustee and the HoldersSecured Parties, or any of them, (c) the failure of the Secured Parties, or their failure any of them, to proceed promptly or otherwise, or by reason of (d) any action taken or omitted by the Company, the Trustee and the HoldersSecured Parties, or any of them, whether or not such action or failure to act varies or increases the risk of, or affects the rights or remedies of, the Guarantor of VCOC or by reason of (e) any further dealings among the Company, the Trustee and the Holders, or any of them, between VCFC or any other guarantor or surety, on the one hand, and the Guarantor Secured Parties, or any of them, on the other hand. VCOC hereby expressly waives and surrenders any defense to its liability hereunder, or hereunder and any right of counterclaim or offset of any nature or description which it may have or which may exist based upon, and shall be deemed to have consented to, to any of the foregoing acts, omissions, things, agreements or waivers.

Guaranty Unconditional. The Each Guarantor acknowledges and agrees that no change in the nature or terms of the Obligations, the Indenture any Secured Debt Agreement or the Securitiesany other agreement, instrument or other agreements, instruments or contracts contract evidencing, related to or attendant with the Obligations (including any novation), nor any determination of lack of enforceability thereof, shall discharge all or any part of the liabilities and obligations of the any Guarantor pursuant to the this Guaranty; it being the purpose and intent of the Guarantor, the Company, the Trustee Guarantors and the Holders Secured Parties that the covenants, agreements and all liabilities and obligations of the Guarantor Guarantors hereunder are absolute, unconditional and irrevocable under any and all circumstances. Without limiting the generality of the foregoing, the each Guarantor agrees that until each and every one of the covenants and agreements of this Supplemental Indenture Guaranty is fully performed, the no Guarantor's ’s undertakings hereunder shall not be released, in whole or in part, by any action or thing which might, but for this Section 2.5paragraph of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantorguarantor (other than indefeasible payment in full of the Obligations (other than contingent indemnification obligations not then due or asserted and only including the Banking Services Obligations to the extent due and payable as of the date of such payment), the termination, expiration or Cash Collateralization of all Letters of Credit, the termination of all Secured Hedging Agreements and the termination of all Commitments), or by reason of any waiver, omission of the Company, the Trustee and the HoldersSecured Parties, or any of them, or their failure to proceed promptly or otherwise, or by reason of any action taken or omitted by the Company, the Trustee and the HoldersSecured Parties, or any of them, whether or not such action or failure to act varies or increases the risk of, or affects the rights or remedies of, any Guarantor, except in the Guarantor case of gross negligence or willful misconduct by the Secured Parties, or any of them, or by reason of any further dealings among the Company, the Trustee between any Obligor and the HoldersSecured Parties, or any of them, or any other guarantor or surety, and each Guarantor, to the Guarantor extent permitted by applicable law, hereby expressly waives and surrenders any defense to its liability hereunder, or any right of counterclaim or offset of any nature or description which it may have or which may exist based upon, and shall be deemed to have consented to, any of the foregoing acts, omissions, things, agreements or waivers.

Guaranty Unconditional. The Guarantor Each Borrower acknowledges and agrees that no change in the nature or terms of the Obligations, Guarantied Obligations or any of the Indenture or the SecuritiesLoan Documents, or other agreements, instruments or contracts evidencing, related to or attendant with the Guarantied Obligations (including any novation), nor any determination of lack of enforceability thereof, shall discharge all or any part of the liabilities and obligations of the Guarantor any Borrower pursuant to the this Guaranty; it being the purpose and intent of the Guarantor, the Company, the Trustee each Borrower and the Holders Guarantied Parties that the covenants, agreements and all liabilities and obligations of the Guarantor each Borrower hereunder are absolute, unconditional and irrevocable under any and all circumstances. Without limiting the generality of the foregoing, the Guarantor each Borrower agrees that until each and every one of the covenants and agreements of this Supplemental Indenture Guaranty is fully performed, the Guarantor's each Borrower’s undertakings hereunder shall not be released, in whole or in part, by any action or thing which might, but for this Section 2.5paragraph of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, or by reason of any waiver, omission of the Company, the Trustee and the HoldersGuarantied Parties, or any of them, or their failure to proceed promptly or otherwise, or by reason of any action taken or omitted by the Company, the Trustee and the HoldersGuarantied Parties, or any of them, whether or not such action or failure to act varies or increases the risk of, or affects the rights or remedies of, the Guarantor such Borrower or by reason of any further dealings among the Companybetween any other Borrower, the Trustee and the HoldersGuarantied Parties, or any of them, or any other guarantor or surety, and such Borrower, to the Guarantor extent permitted by Applicable Law, hereby expressly waives and surrenders any defense to its liability hereunder, or any right of counterclaim or offset of any nature or description which it may have or which may exist based upon, and shall be deemed to have consented to, any of the foregoing acts, omissions, things, agreements or waivers.

Guaranty Unconditional. The Guarantor acknowledges and ---------------------- agrees that no change in the nature or terms of the Obligations, Obligations or any of the Indenture or the SecuritiesGuaranteed Agreements, or other agreements, instruments or contracts evidencing, related to or attendant with the Obligations (including any novation), nor any determination of lack of enforceability thereof, shall discharge all or any part of the liabilities and obligations of the Guarantor pursuant to the this Guaranty; it being the purpose and intent of the Guarantor, the CompanyAdministrative Agent, the Trustee Issuing Bank and the Holders Banks that the covenants, agreements and all liabilities and obligations of the Guarantor hereunder are absolute, unconditional and irrevocable under any and all circumstances. Without limiting the generality of the foregoing, the Guarantor agrees that until each and every one of the covenants and agreements of this Supplemental Indenture Guaranty is fully performed, the Guarantor's undertakings hereunder shall not be released, in whole or in part, by any action or thing which might, but for this Section 2.5paragraph of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, or by reason of any waiver, waiver or omission of the CompanyAdministrative Agent, the Trustee Issuing Bank and the HoldersBanks, or any of them, or their failure to proceed promptly or otherwise, or by reason of any action taken or omitted by the CompanyAdministrative Agent, the Trustee Issuing Bank and the HoldersBanks, or any of them, whether or not such action or failure to act varies or increases the risk of, or affects the rights or remedies of, the Guarantor or by reason of any further dealings among between the CompanyBorrower or any other guarantor or surety on the one hand, and the Administrative Agent, the Trustee Issuing Bank and the HoldersBanks, or any of them, or any on the other guarantor or suretyhand, and the Guarantor hereby expressly waives and surrenders any defense to its liability hereunder, or any right of counterclaim or offset of any nature or description which it may have or which may exist hereunder based upon, and shall be deemed to have consented to, any of the foregoing acts, omissions, things, agreements or waivers.

Guaranty Unconditional. The Guarantor acknowledges and agrees that no change in the nature or terms of the Obligations, Guarantied Obligations or any of the Indenture or the SecuritiesLoan Documents, or other agreements, instruments or contracts evidencing, related to or attendant with the Guarantied Obligations (including any novation), nor any determination of lack of enforceability thereof, shall discharge all or any part of the liabilities and obligations of the Guarantor pursuant to the this Guaranty; it being the purpose and intent of the Guarantor, the Company, the Trustee Guarantor and the Holders Guarantied Parties that the covenants, agreements and all liabilities and obligations of the Guarantor hereunder are absolute, unconditional and irrevocable under any and all circumstances. Without limiting the generality of the foregoing, the Guarantor agrees that until each and every one of the covenants and agreements of this Supplemental Indenture Guaranty is fully performed, the Guarantor's ’s undertakings hereunder shall not be released, in whole or in part, by any action or thing which might, but for this Section 2.5paragraph of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, or by reason of any waiver, omission of the Company, the Trustee and the HoldersGuarantied Parties, or any of them, or their failure to proceed promptly or otherwise, or by reason of any action taken or omitted by the Company, the Trustee and the HoldersGuarantied Parties, or any of them, whether or not such action or failure to act varies or increases the risk of, or affects the rights or remedies of, the Guarantor or by reason of any further dealings among the Company, the Trustee Borrowers and the HoldersGuarantied Parties, or any of them, or any other guarantor or surety, and the Guarantor Guarantor, to the extent permitted by Applicable Law, hereby expressly waives and surrenders any defense to its liability hereunder, or any right of counterclaim or offset of any nature or description which it may have or which may exist based upon, and shall be deemed to have consented to, any of the foregoing acts, omissions, things, agreements or waivers.

Guaranty Unconditional. The Guarantor acknowledges and agrees that no change in the nature or terms of the Obligations, Obligations or any of the Indenture or the SecuritiesGuaranteed Agreements, or other agreements, instruments or contracts evidencing, related to or attendant with the Obligations (including any novation), nor any determination of lack of enforceability thereof, shall discharge all or any part of the liabilities and obligations of the Guarantor pursuant to the this Guaranty; it being the purpose and intent of the Guarantor, the Company, the Trustee Lenders and the Holders Administrative Agent that the covenants, agreements agreements, and all liabilities and obligations of the Guarantor hereunder are absolute, unconditional unconditional, and irrevocable under any and all circumstances. Without limiting the generality of the foregoing, the Guarantor agrees that until each and every one of the covenants and agreements of this Supplemental Indenture Guaranty is fully performed, the Guarantor's undertakings hereunder shall not be released, in whole or in part, by any action or thing which might, but for this Section 2.5paragraph of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, or by reason of any waiver, omission of the Company, the Trustee Lenders and the HoldersAdministrative Agent, or any of them, or their failure to proceed promptly or otherwise, or by reason of any action taken or omitted by the Company, the Trustee Lenders and the HoldersAdministrative Agent, or any of them, whether or not such action or failure to act varies or increases the risk of, or affects the rights or remedies of, the Guarantor or by reason of any further dealings among between the CompanyBorrower, the Trustee Lenders and the HoldersAdministrative Agent, or any of them, or any other guarantor or surety, and the Guarantor hereby expressly waives and surrenders any defense to its liability hereunder, or any right of counterclaim or offset of any nature or description which it may have or which may exist based upon, and shall be deemed to have consented to, any of the foregoing acts, omissions, things, agreements or waivers.

Guaranty Unconditional. The Each Guarantor acknowledges and agrees that no change in the nature or terms of the Obligations, the Indenture or the Securities, or other agreements, instruments or contracts evidencing, related to or attendant with the Obligations (including any novation), nor any determination of lack of enforceability thereof, shall discharge all or any part of the liabilities and obligations of the such Guarantor pursuant to the Guaranty; it being the purpose and intent of the GuarantorGuarantors, the Company, the Trustee and the Holders that the covenants, agreements and all liabilities and obligations of the Guarantor Guarantors hereunder are absolute, unconditional and irrevocable under any and all circumstances. Without limiting the generality of the foregoing, the each Guarantor agrees that until each and every one of the covenants and agreements of this Supplemental Indenture is fully performed, the such Guarantor's undertakings hereunder shall not be released, in whole or in part, by any action or thing which might, but for this Section 2.52.6, be deemed a legal or equitable discharge of a surety or guarantor, or by reason of any waiver, waiver or omission of the Company, the Trustee and the Holders, or any of them, or their failure to proceed promptly or otherwise, or by reason of any action taken or omitted by the Company, the Trustee and the Holders, or any of them, whether or not such action or failure to act varies or increases the risk of, or affects the rights or remedies of, the such Guarantor or by reason of any further dealings among the Company, the Trustee and the Holders, or any of them, or any other guarantor or surety, and the each Guarantor hereby expressly waives and surrenders any defense to its liability hereunder, or any right of counterclaim or offset of any nature or description which it may have or which may exist based upon, and shall be deemed to have consented to, any of the foregoing acts, omissions, things, agreements or waivers.

Guaranty Unconditional. The Guarantor acknowledges and agrees that no change in the nature or terms of the Obligations, Guarantied Obligations or any of the Indenture or the SecuritiesLoan Documents, or other agreements, instruments or contracts evidencing, related to or attendant with the Guarantied Obligations (including any novation), nor any determination of lack of enforceability thereof, shall discharge all or any part of the liabilities and obligations of the Guarantor pursuant to the this Guaranty; it being the purpose and intent of the Guarantor, the Company, the Trustee Guarantor and the Holders Guarantied Parties that the covenants, agreements and all liabilities and obligations of the Guarantor hereunder are absolute, unconditional and irrevocable under any and all circumstances. Without limiting the generality of the foregoing, the Guarantor agrees that until each and every one of the covenants and agreements of this Supplemental Indenture Guaranty is fully performed, the Guarantor's ’s undertakings hereunder shall not be released, in whole or in part, by any action or thing which might, but for this Section 2.5of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, or by reason of any waiver, omission of the Company, the Trustee and the HoldersGuarantied Parties, or any of them, or their failure to proceed promptly or otherwise, or by reason of any action taken or omitted by the Company, the Trustee and the HoldersGuarantied Parties, or any of them, whether or not such action or failure to act varies or increases the risk of, or affects the rights or remedies of, the Guarantor or by reason of any further dealings among the Company, the Trustee Borrower and the HoldersGuarantied Parties, or any of them, or any other guarantor or surety, and the Guarantor Guarantor, to the extent permitted by Applicable Law, hereby expressly waives and surrenders any defense to its liability hereunder, or any right of counterclaim or offset of any nature or description which it may have or which may exist based upon, and shall be deemed to have consented to, any of the foregoing acts, omissions, things, agreements or waivers.

Guaranty Unconditional. The Guarantor acknowledges and agrees that no change in the nature or terms of the Obligations, Obligations or any of the Indenture or the SecuritiesGuaranteed Agreements, or other agreements, instruments or contracts evidencing, related to or attendant with the Obligations (including any novation), nor any determination of lack of enforceability thereof, shall discharge all or any part of the liabilities and obligations of the Guarantor pursuant to the this Guaranty; it being the purpose and intent of the Guarantor, the Company, the Trustee Guarantor and the Holders Credit Parties that the covenants, agreements and all liabilities and obligations of the Guarantor hereunder are absolute, unconditional and irrevocable under any and all circumstances. Without limiting the generality of the foregoing, the Guarantor agrees that until each and every one of the covenants and agreements of this Supplemental Indenture Guaranty is fully performed, the Guarantor's undertakings hereunder shall not be released, in whole or in part, by any action or thing which might, but for this Section 2.5paragraph of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, or by reason of any waiver, omission of the Company, the Trustee and the HoldersCredit Parties, or any of them, or their failure to proceed promptly or otherwise, or by reason of any action taken or omitted by the Company, the Trustee and the HoldersCredit Parties, or any of them, whether or not such action or failure to act varies or increases the risk of, or affects the rights or remedies of, the Guarantor or by reason of any further dealings among between the Company, Borrower on the Trustee one hand and the HoldersCredit Parties, or any of them, on the other hand or any other guarantor or surety, and the Guarantor hereby expressly waives and surrenders any defense to its liability hereunder, or any right of counterclaim or offset of any nature or description which it may have or which may exist hereunder based upon, and shall be deemed to have consented to, any of the foregoing acts, omissions, things, agreements or waivers.

Guaranty Unconditional. The Guarantor acknowledges and agrees that no change in the nature or terms of the Obligations, Obligations or any of the Indenture or the SecuritiesGuaranteed Agreements, or other agreements, instruments or contracts evidencing, related to or attendant with the Obligations (including any novation), nor any determination of lack of enforceability thereof, shall discharge all or any part of the liabilities and obligations of the Guarantor pursuant to the this Guaranty; it being the purpose and intent of the Guarantor, the CompanyBanks, the Trustee Swing Line Lender, and the Holders Administrative Agent that the covenants, agreements and all liabilities and obligations of the Guarantor hereunder are absolute, unconditional and irrevocable under any and all circumstances. Without limiting the generality of the foregoing, the Guarantor agrees that until each and every one of the covenants and agreements of this Supplemental Indenture Guaranty is fully performed, the Guarantor's undertakings hereunder shall not be released, in whole or in part, by any action or thing which might, but for this Section 2.5paragraph of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, or by reason of any waiver, omission of the CompanyBanks, the Trustee Swing Line Lender, and the HoldersAdministrative Agent, or any of them, or their failure to proceed promptly or otherwise, or by reason of any action taken or omitted by the CompanyBanks, the Trustee Swing Line Lender, and the HoldersAdministrative Agent, or any of them, whether or not such action or failure to act varies or increases the risk of, or affects the rights or remedies of, the Guarantor or by reason of any further dealings among between the CompanyBorrower, the Trustee Banks, the Swing Line Lender, and the HoldersAdministrative Agent, or any of them, or any other guarantor or surety, and the Guarantor hereby expressly waives and surrenders any defense to its liability hereunder, or any right of counterclaim or offset of any nature or description which it may have or which may exist based upon, and shall be deemed to have consented to, any of the foregoing acts, omissions, things, agreements or waivers.

Guaranty Unconditional. The Guarantor acknowledges and agrees that no change in the nature or terms of the Obligations, Obligations or any of the Indenture or the SecuritiesGuarantied Agreements, or other agreements, instruments or contracts evidencing, related to or attendant with the Obligations (including any novation), nor any determination of lack of enforceability thereof, shall discharge all or any part of the liabilities and obligations of the Guarantor pursuant to the this Guaranty; it being the purpose and intent of the Guarantor, the Company, the Trustee Guarantor and the Holders Guarantied Parties that the covenants, agreements agreements, and all liabilities and obligations of the Guarantor hereunder are absolute, unconditional unconditional, and irrevocable under any and all circumstances. Without limiting the generality of the foregoing, the Guarantor agrees that until each and every one of the covenants and agreements of this Supplemental Indenture Guaranty is fully performed, the Guarantor's undertakings hereunder shall not be released, in whole or in part, by any action or thing which might, but for this Section 2.5paragraph of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, or by reason of any waiver, omission of the Company, the Trustee and the HoldersGuarantied Parties, or any of them, or their failure to proceed promptly or otherwise, or by reason of any action taken or omitted by the Company, the Trustee and the HoldersGuarantied Parties, or any of them, whether or not such action or failure to act varies or increases the risk of, or affects the rights or remedies of, the Guarantor or by reason of any further dealings among between the Company, the Trustee Borrower and the HoldersGuarantied Parties, or any of them, or any other guarantor or surety, and the Guarantor Guarantor, to the extent permitted by Applicable Law, hereby expressly waives and surrenders any defense to its liability hereunder, or any right of counterclaim or offset of any nature or description which it may have or which may exist based upon, and shall be deemed to have consented to, any of the foregoing acts, omissions, things, agreements or waivers.

Guaranty Unconditional. The Guarantor acknowledges and agrees that no change in the nature or terms of the Obligations, Guarantied Obligations or any of the Indenture or the SecuritiesGuarantied Agreements, or other agreements, instruments or contracts evidencing, related to or attendant with the Guarantied Obligations (including any novation), nor any determination of lack of enforceability thereof, shall discharge all or any part of the liabilities and obligations of the Guarantor pursuant to the this Guaranty; it being the purpose and intent of the Guarantor, the Company, the Trustee Guarantor and the Holders Guarantied Parties that the covenants, agreements and all liabilities and obligations of the Guarantor hereunder are absolute, unconditional and irrevocable under any and all circumstances. Without limiting the generality of the foregoing, the Guarantor agrees that until each and every one of the covenants and agreements of this Supplemental Indenture Guaranty is fully performed, the Guarantor's undertakings hereunder shall not be released, in whole or in part, by any action or thing which might, but for this Section 2.5paragraph of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, or by reason of any waiver, omission of the Company, the Trustee and the HoldersGuarantied Parties, or any of them, or their failure to proceed promptly or otherwise, or by reason of any action taken or omitted by the Company, the Trustee and the HoldersGuarantied Parties, or any of them, whether or not such action or failure to act varies or increases the risk of, or affects the rights or remedies of, the Guarantor or by reason of any further dealings among between the Company, the Trustee Borrowers and the HoldersGuarantied Parties, or any of them, or any other guarantor or surety, and the Guarantor Guarantor, to the extent permitted by Applicable Law, hereby expressly waives and surrenders any defense to its liability hereunder, or any right of counterclaim or offset of any nature or description which it may have or which may exist based upon, and shall be deemed to have consented to, any of the foregoing acts, omissions, things, agreements or waivers.

Guaranty Unconditional. The Each Guarantor acknowledges and agrees that no change in the nature or terms of the Obligations, the Indenture or the Guaranteed Securities, or other agreements, instruments or contracts evidencing, related to or attendant with the Obligations (including any novation), nor any determination of lack of enforceability thereof, shall discharge all or any part of the liabilities and obligations of the such Guarantor pursuant to the Guaranty; it being the purpose and intent of the GuarantorGuarantors, the Company, the Trustee and the Holders that the covenants, agreements and all liabilities and obligations of the Guarantor Guarantors hereunder are absolute, unconditional and irrevocable under any and all circumstances. Without limiting the generality of the foregoing, the each Guarantor agrees that until each and every one of the covenants and agreements of this Supplemental Indenture is fully performed, the such Guarantor's undertakings hereunder shall not be released, in whole or in part, by any action or thing which might, but for this Section 2.53.5, be deemed a legal or equitable discharge of a surety or guarantor, or by reason of any waiver, waiver or omission of the Company, the Trustee and the Holders, or any of them, or their failure to proceed promptly or otherwise, or by reason of any action taken or omitted by the Company, the Trustee and the Holders, or any of them, whether or not such action or failure to act varies or increases the risk of, or affects the rights or remedies of, the such Guarantor or by reason of any further dealings among the Company, the Trustee and the Holders, or any of them, or any other guarantor or surety, and the each Guarantor hereby expressly waives and surrenders any defense to its liability hereunder, or any right of counterclaim or offset of any nature or description which it may have or which may exist based upon, and shall be deemed to have consented to, any of the foregoing acts, omissions, things, agreements or waivers.

Guaranty Unconditional. The Each Guarantor acknowledges and agrees that no change in the nature or terms of the ObligationsObligations or any Credit Document, the Indenture Secured Hedging Agreement or the Securitiesany other agreement, instrument or other agreements, instruments or contracts contract evidencing, related to or attendant with the Obligations (including any novation), nor any determination of lack of enforceability thereof, shall discharge all or any part of the liabilities and obligations of the any Guarantor pursuant to the this Guaranty; it being the purpose and intent of the Guarantor, the Company, the Trustee Guarantors and the Holders Secured Parties that the covenants, agreements and all liabilities and obligations of the Guarantor Guarantors hereunder are absolute, unconditional and irrevocable under any and all circumstances. Without limiting the generality of the foregoing, the each Guarantor agrees that until each and every one of the covenants and agreements of this Supplemental Indenture Guaranty is fully performed, the no Guarantor's ’s undertakings hereunder shall not be released, in whole or in part, by any action or thing which might, but for this Section 2.5paragraph of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, or by reason of any waiver, omission of the Company, the Trustee and the HoldersSecured Parties, or any of them, or their failure to proceed promptly or otherwise, or by reason of any action taken or omitted by the Company, the Trustee and the HoldersSecured Parties, or any of them, whether or not such action or failure to act varies or increases the risk of, or affects the rights or remedies of, the any Guarantor or by reason of any further dealings among the Company, the Trustee between any Obligor and the HoldersSecured Parties, or any of them, or any other guarantor or surety, and each Guarantor, to the Guarantor extent permitted by applicable law, hereby expressly waives and surrenders any defense to its liability hereunder, or any right of counterclaim or offset of any nature or description which it may have or which may exist based upon, and shall be deemed to have consented to, any of the foregoing acts, omissions, things, agreements or waivers.

Guaranty Unconditional. The Each Guarantor acknowledges and agrees that no change in the nature or terms of the Obligations, Obligations or any of the Indenture or the SecuritiesGuaranteed Agreements, or other agreements, instruments or contracts evidencing, related to or attendant with the Obligations (including any novation), nor any determination of lack of enforceability thereof, shall discharge all or any part of the liabilities and obligations of the such Guarantor pursuant to the this Guaranty; it being the purpose and intent of the such Guarantor, the CompanyBanks, the Trustee Syndication Agent, the Documentation Agent, the Managing Agents and the Holders Administrative Agent that the covenants, agreements and all liabilities and obligations of the such Guarantor hereunder are absolute, unconditional and irrevocable under any and all circumstances. Without limiting the generality of the foregoing, the such Guarantor agrees that until each and every one of the covenants and agreements of this Supplemental Indenture Guaranty is fully performed, the such Guarantor's undertakings hereunder shall not be released, in whole or in part, by any action or thing which might, but for this Section 2.5paragraph of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, or by reason of any waiver, omission of the CompanyBanks, the Trustee Syndication Agent, the Documentation Agent, the Managing Agents and the HoldersAdministrative Agent, or any of them, or their failure to proceed promptly or otherwise, or by reason of any action taken or omitted by the CompanyBanks, the Trustee Syndication Agent, the Documentation Agent, the Managing Agents and the HoldersAdministrative Agent, or any of them, whether or not such action or failure to act varies or increases the risk of, or affects the rights or remedies of, the such Guarantor or by reason of any further dealings among between the CompanyBorrower, the Trustee Banks, the Syndication Agent, the Documentation Agent, the Managing Agents and the HoldersAdministrative Agent, or any of them, or any other guarantor or surety, and the such Guarantor hereby expressly waives and surrenders any defense to its liability hereunder, or any right of counterclaim or offset of any nature or description which it may have or which may exist based upon, and shall be deemed to have consented to, any of the foregoing acts, omissions, things, agreements or waivers.

Guaranty Unconditional. The Each Guarantor acknowledges and agrees that no change in the nature or terms of the Obligations, Guarantied Obligations or any of the Indenture or the SecuritiesLoan Documents, or other agreements, instruments or contracts evidencing, related to or attendant with the Guarantied Obligations (including any novation), nor any determination of lack of enforceability thereof, shall discharge all or any part of the liabilities and obligations of the any Guarantor pursuant to the this Guaranty; it being the purpose and intent of the Guarantor, the Company, the Trustee each Guarantor and the Holders Guarantied Parties that the covenants, agreements and all liabilities and obligations of the each Guarantor hereunder are absolute, unconditional and irrevocable under any and all circumstances. Without limiting the generality of the foregoing, the each Guarantor agrees that until each and every one of the covenants and agreements of this Supplemental Indenture Guaranty is fully performed, the no Guarantor's ’s undertakings hereunder shall not be released, in whole or in part, by any action or thing which might, but for this Section 2.5of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, or by reason of any waiver, omission of the Company, the Trustee and the HoldersGuarantied Parties, or any of them, or their failure to proceed promptly or otherwise, or by reason of any action taken or omitted by the Company, the Trustee and the HoldersGuarantied Parties, or any of them, whether or not such action or failure to act varies or increases the risk of, or affects the rights or remedies of, the such Guarantor or by reason of any further dealings among between the Company, the Trustee Borrower and the HoldersGuarantied Parties, or any of them, or any other guarantor or surety, and such Guarantor, to the Guarantor extent permitted by Applicable Law, hereby expressly waives and surrenders any defense to its liability hereunder, or any right of counterclaim or offset of any nature or description which it may have or which may exist based upon, and shall be deemed to have consented to, any of the foregoing acts, omissions, things, agreements or waivers.

Guaranty Unconditional. The Guarantor acknowledges and agrees that no change in the nature or terms of the Obligations, Guarantied Obligations or any of the Indenture or the SecuritiesLoan Documents, or other agreements, instruments or contracts evidencing, related to or attendant with the Guarantied Obligations (including any novation), nor any determination of lack of enforceability thereof, shall discharge all or any part of the liabilities and obligations of the Guarantor pursuant to the this Guaranty; it being the purpose and intent of the Guarantor, the Company, the Trustee Guarantor and the Holders Guarantied Parties that the covenants, agreements and all liabilities and obligations of the Guarantor hereunder are absolute, unconditional and irrevocable under any and all circumstances. Without limiting the generality of the foregoing, the Guarantor agrees that until each and every one of the covenants and agreements of this Supplemental Indenture Guaranty is fully performed, the Guarantor's ’s undertakings hereunder shall not be released, in whole or in part, by any action or thing which might, but for this Section 2.5of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, or by reason of any waiver, omission of the Company, the Trustee and the HoldersGuarantied Parties, or any of them, or their failure to proceed promptly or otherwise, or by reason of any action taken or omitted by the Company, the Trustee and the HoldersGuarantied Parties, or any of them, whether or not such action or failure to act varies or increases the risk of, or affects the rights or remedies of, the Guarantor or by reason of any further dealings among the Company, the Trustee Borrowers and the HoldersGuarantied Parties, or any of them, or any other guarantor or surety, and the Guarantor Guarantor, to the extent permitted by Applicable Law, hereby expressly waives and surrenders any defense to its liability hereunder, or any right of counterclaim or offset of any nature or description which it may have or which may exist based upon, and shall be deemed to have consented to, any of the foregoing acts, omissions, things, agreements or waivers.

Guaranty Unconditional. The Each Guarantor acknowledges and agrees that no change in the nature or terms of the Obligations, Guarantied Obligations or any of the Indenture or the SecuritiesLoan Documents, or other agreements, instruments or contracts evidencing, related to or attendant with the Guarantied Obligations (including any novation), nor any determination of lack of enforceability thereof, shall discharge all or any part of the liabilities and obligations of the any Guarantor pursuant to the this Guaranty; it being the purpose and intent of the Guarantor, the Company, the Trustee each Guarantor and the Holders Guarantied Parties that the covenants, agreements and all liabilities and obligations of the each Guarantor hereunder are absolute, unconditional and irrevocable under any and all circumstances. Without limiting the generality of the foregoing, the each Guarantor agrees that until each and every one of the covenants and agreements of this Supplemental Indenture Guaranty is fully performed, the no Guarantor's ’s undertakings hereunder shall not be released, in whole or in part, by any action or thing which might, but for this Section 2.5of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, or by reason of any waiver, omission of the Company, the Trustee and the HoldersGuarantied Parties, or any of them, or their failure to proceed promptly or otherwise, or by reason of any action taken or omitted by the Company, the Trustee and the HoldersGuarantied Parties, or any of them, whether or not such action or failure to act varies or increases the risk of, or affects the rights or remedies of, the such Guarantor or by reason of any further dealings among between the Company, the Trustee Borrowers and the HoldersGuarantied Parties, or any of them, or any other guarantor or surety, and such Guarantor, to the Guarantor extent permitted by Applicable Law, hereby expressly waives and surrenders any defense to its liability hereunder, or any right of counterclaim or offset of any nature or description which it may have or which may exist based upon, and shall be deemed to have consented to, any of the foregoing acts, omissions, things, agreements or waivers.

Guaranty Unconditional. The Guarantor acknowledges and agrees that no change in the nature or terms of the Obligations, any of the Indenture or the Securities, Guaranteed Agreements or other agreements, instruments or contracts evidencing, related to or attendant with the Obligations (including including, without limitation any novation), nor any determination of lack of enforceability thereof, shall discharge all or any part of the liabilities and obligations of the Guarantor pursuant to the this Guaranty; it being the purpose and intent of the Guarantor, the Company, the Trustee Guarantor and the Holders Secured Parties, and each of them, that the covenants, covenants and agreements and all liabilities and obligations of the Guarantor hereunder are absolute, unconditional and irrevocable under any and all circumstances. Without limiting the generality of the foregoing, the Guarantor agrees that until each and every one of the covenants and agreements of this Supplemental Indenture Guaranty is fully and indefeasibly performed, the Guarantor's undertakings hereunder shall not be released, in whole or in part, by reason of (a) any action or thing which might, but for this Section 2.57, be deemed a legal or equitable discharge of a surety or guarantor, or by reason of (b) any waiver, omission waiver of the Company, the Trustee and the HoldersSecured Parties, or any of them, (c) the failure of the Secured Parties, or their failure any of them, to proceed promptly or otherwise, or by reason of (d) any action taken or omitted by the Company, the Trustee and the HoldersSecured Parties, or any of them, whether or not such action or failure to act varies or increases the risk of, or affects the rights or remedies of, the Guarantor or by reason of any (e) further dealings among between the Company, the Trustee and the Holders, or any of them, Borrower or any other guarantor or surety, on the one hand, and the Secured Parties, or any of them, on the other hand. The Guarantor hereby expressly waives and surrenders any defense to its liability hereunder, or hereunder and any right of counterclaim or offset of any nature or description which it may have or which may exist based upon, and shall be deemed to have consented to, any of the foregoing acts, omissions, things, agreements or waivers.

Guaranty Unconditional. The Each Guarantor acknowledges and agrees that no change in the nature or terms of the Obligations, Guarantied Obligations or any of the Indenture or the SecuritiesLoan Documents, or other agreements, instruments or contracts evidencing, related to or attendant with the Guarantied Obligations (including any novation), nor any determination of lack of enforceability thereof, shall discharge all or any part of the liabilities and obligations of the such Guarantor pursuant to the this Guaranty; it being the purpose and intent of the Guarantor, the Company, the Trustee each Guarantor and the Holders Guarantied Parties that the covenants, agreements and all liabilities and obligations of the each Guarantor hereunder are absolute, unconditional and irrevocable under any and all circumstances. Without limiting the generality of the foregoing, the each Guarantor agrees that until each and every one of the covenants and agreements of this Supplemental Indenture Guaranty is fully performed, the each Guarantor's ’s undertakings hereunder shall not be released, in whole or in part, by any action or thing which might, but for this Section 2.5paragraph of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, or by reason of any waiver, omission of the Company, the Trustee and the HoldersGuarantied Parties, or any of them, or their failure to proceed promptly or otherwise, or by reason of any action taken or omitted by the Company, the Trustee and the HoldersGuarantied Parties, or any of them, whether or not such action or failure to act varies or increases the risk of, or affects the rights or remedies of, the such Guarantor or by reason of any further dealings among between the Company, the Trustee Borrower and the HoldersGuarantied Parties, or any of them, or any other guarantor or surety, and each Guarantor, to the Guarantor extent permitted by applicable law, hereby expressly waives and surrenders any defense to its liability hereunder, or any right of counterclaim or offset of any nature or description which it may have or which may exist based upon, and shall be deemed to have consented to, any of the foregoing acts, omissions, things, agreements or waivers.

Guaranty Unconditional. The Each Guarantor acknowledges and agrees that no change in the nature or terms of the Obligations, Guaranteed Obligations or any of the Indenture or the Securities, or other agreements, instruments instruments, or contracts evidencing, related to or attendant with the Obligations Guaranteed Obligations, including, without limitation, all Loan Documents (including any novation), nor any determination of lack of enforceability thereof, shall discharge all or any part of the liabilities and obligations of the such Guarantor pursuant to the this Guaranty; it being the purpose and intent of the Guarantor, the Company, the Trustee each Guarantor and the Holders that Secured Parties that, to the extent not prohibited by applicable law, the covenants, agreements and all liabilities and obligations of the each Guarantor hereunder are absolute, unconditional unconditional, and irrevocable under any and all circumstances. Without limiting the generality of the foregoing, the each Guarantor agrees that until each and every one of the covenants and agreements of this Supplemental Indenture is fully performedSecurity Termination, the such Guarantor's ’s undertakings hereunder shall not be released, in whole or in part, by any action or thing which might, but for this Section 2.5paragraph of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, or by reason of any waiver, omission of the Company, the Trustee and the HoldersSecured Parties, or any of them, or their failure to proceed promptly or otherwise, or by reason of any action taken or omitted by the Company, the Trustee and the HoldersSecured Parties, or any of them, whether or not such action or failure to act varies or increases the risk of, or affects the rights or remedies of, the such Guarantor or by reason of any further dealings among between the Company, the Trustee and the HoldersBorrower, or any of them, on the one hand and the Secured Parties, or any of them, on the other hand or any other guarantor or surety, and each Guarantor, to the Guarantor extent permitted by applicable law, hereby expressly waives and surrenders any defense to its liability hereunder, or any right of counterclaim or offset of any nature or description which it may have or which may exist based upon, and shall be deemed to have consented to, any of the foregoing acts, omissions, things, agreements agreements, or waivers.