Common use of Secured Guarantees Unconditional Clause in Contracts

Secured Guarantees Unconditional. The obligations of each Guarantor under its Secured Guarantee shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower, any other Guarantor or any other Person under any Secured Agreement, by operation of law or otherwise; (ii) any modification or amendment of or supplement to any Secured Agreement; (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower, any other Guarantor or any other Person under any Secured Agreement; (iv) any change in the corporate existence, structure or ownership of the Borrower, any other Guarantor or any other Person or any of their respective subsidiaries, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any other Guarantor or any other Person or any of their assets or any resulting release or discharge of any obligation of the Borrower, any other Guarantor or any other Person under any Secured Agreement; (v) the existence of any claim, set-off or other right that such Guarantor may have at any time against the Borrower, any other Guarantor, the Secured Party or any other Person, whether in connection with the Loan Documents or any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability relating to or against the Borrower, any other Guarantor or any other Person for any reason of any Secured Agreement, or any provision of applicable law or regulation purporting to prohibit the payment of any Secured Obligation by the Borrower, any other Guarantor or any other Person; or (vii) any other act or omission to act or delay of any kind by the Borrower, any other Guarantor, any other party to any Secured Agreement, the Secured Party or any other Person, or any other circumstance whatsoever that might, but for the provisions of this clause (vii), constitute a legal or equitable discharge of or defense to any obligation of any Guarantor hereunder.

Secured Guarantees Unconditional. The obligations of each Guarantor under its Secured Guarantee shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower, any other Guarantor or any other Person under any Secured Agreement, by operation of law or otherwise; (ii) any modification or amendment of or supplement to any Secured Agreement; (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower, any other Guarantor or any other Person under any Secured Agreement; (iv) any change in the corporate existence, structure or ownership of the Borrower, any other Guarantor or any other Person or any of their respective subsidiaries, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any other Guarantor or any other Person or any of their assets or any resulting release or discharge of any obligation of the Borrower, any other Guarantor or any other Person under any Secured Agreement; (v) the existence of any claim, set-off or other right that such Guarantor may have at any time against the Borrower, any other Guarantor, the either Secured Party or any other Person, whether in connection with the Loan Documents or any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability relating to or against the Borrower, any other Guarantor or any other Person for any reason of any Secured Agreement, or any provision of applicable law or regulation purporting to prohibit the payment of any Secured Obligation by the Borrower, any other Guarantor or any other Person; or (vii) any other act or omission to act or delay of any kind by the Borrower, any other Guarantor, any other party to any Secured Agreement, the either Secured Party or any other Person, or any other circumstance whatsoever that might, but for the provisions of this clause (vii), constitute a legal or equitable discharge of or defense to any obligation of any Guarantor hereunder.

Secured Guarantees Unconditional. The obligations of each Guarantor under its Secured Guarantee shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower, any other Guarantor or any other Person under any Secured Agreement, by operation of law or otherwise; (ii) any modification or amendment of or supplement to any Secured Agreement; (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower, any other Guarantor or any other Person under any Secured Agreement; (iv) any change in the corporate existence, structure or ownership of the Borrower, any other Guarantor or any other Person or any of their respective subsidiaries, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any other Guarantor or any other Person or any of their assets or any resulting release or discharge of any obligation of the Borrower, any other Guarantor or any other Person under any Secured Agreement; (v) the existence of any claim, set-off or other right that such Guarantor may have at any time against the Borrower, any other Guarantor, the any Secured Party or any other Person, whether in connection with the Loan Documents or any unrelated transactions; , provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability relating to or against the Borrower, any other Guarantor or any other Person for any reason of any Secured Agreement, or any provision of applicable law or regulation purporting to prohibit the payment of any Secured Obligation by the Borrower, any other Guarantor or any other Person; or (vii) any other act or omission to act or delay of any kind by the Borrower, any other Guarantor, any other party to any Secured Agreement, the any Secured Party or any other Person, or any other circumstance whatsoever that might, but for the provisions of this clause (vii), constitute a legal or equitable discharge of or defense to any obligation of any Guarantor hereunder.

Secured Guarantees Unconditional. The obligations of each Guarantor under its Secured Guarantee shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the BorrowerCompany, any other Guarantor or any other Person under any Secured Agreement, by operation of law or otherwise; (ii) any modification or amendment of or supplement to any Secured Agreement; (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the BorrowerCompany, any other Guarantor or any other Person under any Secured Agreement; (iv) any change in the corporate existence, structure or ownership of the BorrowerCompany, any other Guarantor or any other Person or any of their respective subsidiaries, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the BorrowerCompany, any other Guarantor or any other Person or any of their assets or any resulting release or discharge of any obligation of the BorrowerCompany, any other Guarantor or any other Person under any Secured Agreement; (v) the existence of any claim, set-off or other right that such Guarantor may have at any time against the BorrowerCompany, any other Guarantor, the any Secured Party or any other Person, whether in connection with the Loan Documents Notes or any unrelated transactions; , provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability relating to or against the BorrowerCompany, any other Guarantor or any other Person for any reason of any Secured Agreement, or any provision of applicable law or regulation purporting to prohibit the payment of any Secured Obligation by the BorrowerCompany, any other Guarantor or any other Person; or (vii) any other act or omission to act or delay of any kind by the BorrowerCompany, any other Guarantor, any other party to any Secured Agreement, the any Secured Party or any other Person, or any other circumstance whatsoever that might, but for the provisions of this clause (vii), constitute a legal or equitable discharge of or defense to any obligation of any Guarantor hereunder.

Secured Guarantees Unconditional. The obligations of each Guarantor under its Secured Guarantee shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the any Borrower, any other Guarantor or Obligor or any other Person under any Secured Agreement, by operation of law or otherwiseotherwise (including by Agent or any Lender); (ii) the genuineness, validity, regularity, enforceability, subordination or any future modification of, or amendment of change in, any Obligations or supplement to any Secured Agreement, or any other document, instrument or agreement to which any Obligor is or may become a party or be bound; (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the any Borrower, any other Guarantor or Obligor or any other Person under any Secured Agreement; (iv) any change in the corporate existence, structure or ownership of the any Borrower, any other Guarantor or Obligor or any other Person or any of their respective subsidiaries, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the any Borrower, any other Guarantor or Obligor or any other Person or any of their assets or any resulting release or discharge of any obligation of the any Borrower, any other Guarantor or Obligor or any other Person under any Secured Agreement; (v) the existence of any claim, set-off or other right that such Guarantor may have at any time against the any Borrower, any other GuarantorGuarantor or Obligor, the any Secured Party or any other Person, whether in connection with the Loan Documents or any unrelated transactions; , provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability relating to or against the any Borrower, any other Guarantor or Obligor or any other Person for any reason of any Secured Agreement, or any provision of Applicable Law or applicable law or regulation purporting to prohibit the payment of any Secured Obligation by the any Borrower, any other Guarantor or Obligor or any other Person; or (vii) any other act or omission to act or delay of any kind by the any Borrower, any other GuarantorGuarantor or Obligor, any other party to any Secured Agreement, the any Secured Party or any other Person, or any other circumstance whatsoever that might, but for the provisions of this clause (vii), constitute a legal or equitable discharge of or defense of a surety or guarantor to any obligation of any Guarantor hereunder.

Secured Guarantees Unconditional. The obligations of each Guarantor under its Secured Guarantee shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower, any other Guarantor or any other Person under any Secured Agreement, by operation of law or otherwise; (ii) any modification or amendment of or supplement to any Secured Agreement; (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower, any other Guarantor or any other Person under any Secured Agreement; (iv) any change in the corporate existence, structure or ownership of the Borrower, any other Guarantor or any other Person or any of their respective subsidiaries, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any other Guarantor or any other Person or any of their assets or any resulting release or discharge of any obligation of the Borrower, any other Guarantor or any other Person under any Secured Agreement; (v) the existence of any claim, set-off or other right that such Guarantor may have at any time against the Borrower, any other Guarantor, the any Secured Party or any other Person, whether in connection with the Loan Documents or any unrelated transactions; , provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability relating to or against the Borrower, any other Guarantor or any other Person for any reason of any Secured Agreement, or any provision of applicable law or regulation purporting to prohibit the payment of any Secured Obligation by the Borrower, any other Guarantor or any other Person; or; (vii) any other act or omission to act or delay of any kind by the Borrower, any other Guarantor, any other party to any Secured Agreement, the any Secured Party or any other Person, or any other circumstance whatsoever that might, but for the provisions of this clause (vii), constitute a legal or equitable discharge of or defense to any obligation of any Guarantor hereunder, other than satisfaction of the Release Conditions; or (viii) any law, regulation, decree or order of any jurisdiction, or any other event, affecting any term of any obligation or any Secured Party’s rights with respect thereto.

Secured Guarantees Unconditional. The obligations of each Guarantor under its Secured Guarantee shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the any Borrower, any other Guarantor or any other Person under any Secured Agreement, by operation of law or otherwise; (ii) any modification or amendment of or supplement to any Secured AgreementLoan Document; (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the any Borrower, any other Guarantor or any other Person under any Secured Agreement; (iv) any change in the corporate existence, structure or ownership of the any Borrower, any other Guarantor or any other Person or any of their respective subsidiaries, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any other Guarantor or any other Person or any of their assets or any resulting release or discharge of any obligation of the any Borrower, any other Guarantor or any other Person under any Secured AgreementLoan Document; (v) the existence of any claim, set-off or other right that such Guarantor may have at any time against the any Borrower, any other Guarantor, the any Secured Party or any other Person, whether in connection with the Loan Documents or any unrelated transactions; , provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability relating to or against the any Borrower, any other Guarantor or any other Person for any reason of any Secured AgreementLoan Document, or any provision of applicable law or regulation purporting to prohibit the payment of any Secured Obligation by the any Borrower, any other Guarantor or any other Person; or (vii) any other act or omission to act or delay of any kind by the any Borrower, any other Guarantor, any other party to any Secured AgreementLoan Document, the any Secured Party or any other Person, or any other circumstance whatsoever that might, but for the provisions of this clause (vii), constitute a legal or equitable discharge of or defense to any obligation of any Guarantor hereunder.

Secured Guarantees Unconditional. The obligations of each Guarantor under its Secured Guarantee shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the any Borrower, any other Guarantor or any other Person under any Secured Agreement, by operation of law or otherwise; (ii) any modification or amendment of or supplement to any Secured Agreement; (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the any Borrower, any other Guarantor or any other Person under any Secured Agreement; (iv) any change in the corporate existence, structure or ownership of the any Borrower, any other Guarantor or any other Person or any of their respective subsidiaries, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the any Borrower, any other Guarantor or any other Person or any of their assets or any resulting release or discharge of any obligation of the any Borrower, any other Guarantor or any other Person under any Secured Agreement; (v) the existence of any claim, set-off or other right that such Guarantor may have at any time against the any Borrower, any other Guarantor, the any Secured Party or any other Person, whether in connection with the Loan Financing Documents or any unrelated transactions; , provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability relating to or against the any Borrower, any other Guarantor or any other Person for any reason of any Secured Agreement, or any provision of applicable law or regulation purporting to prohibit the payment of any Secured Obligation by the any Borrower, any other Guarantor or any other Person; or (vii) any other act or omission to act or delay of any kind by the any Borrower, any other Guarantor, any other party to any Secured Agreement, the any Secured Party or any other Person, or any other circumstance whatsoever that might, but for the provisions of this clause (vii2(b)(vii), constitute a legal or equitable discharge of or defense to any obligation of any Guarantor hereunder.

Secured Guarantees Unconditional. The obligations of each Guarantor under its Secured Guarantee shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower, any other Guarantor or Obligor or any other Person under any Secured Agreement, by operation of law or otherwiseotherwise (including by the Collateral Agent or any Lender); (ii) the genuineness, validity, regularity, enforceability, subordination or any future modification of, or amendment of change in, any Obligations or supplement to any Secured Agreement, or any other document, instrument or agreement to which any Obligor is or may become a party or be bound; (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower, any other Guarantor or Obligor or any other Person under any Secured Agreement; (iv) any change in the corporate existence, structure or ownership of the Borrower, any other Guarantor or Obligor or any other Person or any of their respective subsidiaries, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any other Guarantor or Obligor or any other Person or any of their assets or any resulting release or discharge of any obligation of the Borrower, any other Guarantor or Obligor or any other Person under any Secured Agreement; (v) the existence of any claim, set-off or other right that such Guarantor may have at any time against the Borrower, any other GuarantorGuarantor or Obligor, the any Secured Party or any other Person, whether in connection with the Loan Documents or any unrelated transactions; , provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability relating to or against the Borrower, any other Guarantor or Obligor or any other Person for any reason of any Secured Agreement, or any provision of any applicable law law, rule or regulation purporting to prohibit the payment of any Secured Obligation by the Borrower, any other Guarantor or Obligor or any other Person; or (vii) any other act or omission to act or delay of any kind by the Borrower, any other GuarantorGuarantor or Obligor, any other party to any Secured Agreement, the any Secured Party or any other Person, or any other circumstance whatsoever that might, but for the provisions of this clause (vii), constitute a legal or equitable discharge of or defense of a surety or guarantor to any obligation of any Guarantor hereunder.

Secured Guarantees Unconditional. The obligations of each Subsidiary Guarantor under its Secured Guarantee shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the BorrowerCompany, any other Subsidiary Guarantor or any other Person under any Secured Agreement, by operation of law or otherwise; (ii) any modification or amendment of or supplement to any Secured Agreement; (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the BorrowerCompany, any other Subsidiary Guarantor or any other Person under any Secured Agreement; (iv) any change in the corporate existence, structure or ownership of the BorrowerCompany, any other Subsidiary Guarantor or any other Person or any of their respective subsidiaries, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the BorrowerCompany, any other Subsidiary Guarantor or any other Person or any of their assets or any resulting release or discharge of any obligation of the BorrowerCompany, any other Subsidiary Guarantor or any other Person under any Secured Agreement; (v) the existence of any claim, set-off or other right whatsoever (in any case, whether based on contract, tort or any other theory) that such Subsidiary Guarantor may have at any time against the BorrowerCompany, any other Subsidiary Guarantor, the any Secured Party or any other Person, whether in connection with the Loan Documents or any unrelated transactions; , provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability relating to or against the BorrowerCompany, any other Subsidiary Guarantor or any other Person for any reason of any Secured Agreement, or any provision of applicable law or regulation purporting to prohibit the payment of any Secured Obligation by the BorrowerCompany, any other Subsidiary Guarantor or any other Person; (vii) any manner of application of Collateral or any other collateral, or proceeds thereof, to all or any of the Secured Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Secured Obligations or any other Obligations of any Obligor under the Loan Documents or any other assets of any Obligor or any of its Subsidiaries; (viii) any failure of any Secured Party to disclose to any Subsidiary Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Obligor now or hereafter known to such Secured Party (each Subsidiary Guarantor waiving any duty on the part of the Secured Parties to disclose such information); or (viiix) other than satisfaction in full of the Release Conditions, any other act or omission to act or delay of any kind by the BorrowerCompany, any other Subsidiary Guarantor, any other party to any Secured Agreement, the any Secured Party or any other Person, or any other circumstance whatsoever that might, but for the provisions of this clause (viiix), constitute a legal or equitable discharge of or defense to any obligation of any Subsidiary Guarantor hereunder.

Secured Guarantees Unconditional. The obligations of each Guarantor under its Secured Guarantee shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the BorrowerCompany, any other Guarantor or any other Person under any Secured Agreement, by operation of law or otherwise; (ii) any modification or amendment of or supplement to any Secured AgreementAgreement (except any modification or amendment of or supplement to any ecured Agreement to which such Guarantor is a party, as provided therein); (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the BorrowerCompany, any other Guarantor or any other Person under any Secured Agreement; (iv) any change in the corporate existence, structure or ownership of the BorrowerCompany, any other Guarantor or any other Person or any of their respective subsidiaries, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the BorrowerCompany, any other Guarantor or any other Person or any of their assets or any resulting release or discharge of any obligation of the BorrowerCompany, any other Guarantor or any other Person under any Secured Agreement; (v) the existence of any claim, set-off or other right that such Guarantor may have at any time against the BorrowerCompany, any other Guarantor, the Secured Party or any other Person, whether in connection with the Loan Documents Note or any unrelated transactions; , provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability relating to or against the BorrowerCompany, any other Guarantor or any other Person for any reason of any Secured Agreement, or any provision of applicable law or regulation purporting to prohibit the payment of any Secured Obligation by the BorrowerCompany, any other Guarantor or any other Person; or (vii) any other act or omission to act or delay of any kind by the BorrowerCompany, any other Guarantor, any other party to any Secured Agreement, the Secured Party or any other Person, or any other circumstance whatsoever that might, but for the provisions of this clause (vii), constitute a legal or equitable discharge of or defense to any obligation of any Guarantor hereunder.

Secured Guarantees Unconditional. The obligations of each Guarantor Loan Party under its Secured Guarantee shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation Secured Obligation of the Borrower, any other Guarantor or any other Person under any Secured Agreement, by operation of law or otherwiseotherwise other than payment in full of the Obligations; (ii) any modification or amendment of or supplement to any Secured Agreement; (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation Secured Obligation of the Borrower, any other Guarantor or any other Person under any Secured Agreement (other than this Agreement); (iv) any change in the corporate existence, structure or ownership of the Borrower, any other Guarantor or any other Person or any of their respective subsidiaries, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any other Guarantor or any other Person or any of their assets or any resulting release or discharge of any obligation Secured Obligation of the Borrower, any other Guarantor or any other Person under any Secured Agreement (other than this Agreement); (v) the existence of any claim, set-off or other right that such Guarantor may have at any time against the Borrower, any other Guarantor, the any Secured Party or any other Person, whether in connection with the Loan Documents or any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability relating to or against the Borrower, any other Guarantor or any other Person for any reason of any Secured Agreement (other than this Agreement), or any provision of applicable law or regulation purporting to prohibit the payment of any Secured Obligation by the Borrower, any other Guarantor or any other Person; or (vii) any other act or omission to act or delay of any kind by the Borrower, any other Guarantor, any other party to any Secured Agreement, the any Secured Party or any other Person, or any other circumstance whatsoever that might, but for the provisions of this clause (vii), constitute a legal or equitable discharge of or defense to any obligation of any Guarantor hereunder.

Secured Guarantees Unconditional. The obligations of each Guarantor under its Secured Guarantee shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower, any other Guarantor or any other Person under any Secured Agreement, by operation of law or otherwise; (ii) any modification or amendment of or supplement to any Secured Agreement; (iii) any release, impairment, non-perfection non‑perfection or invalidity of any direct or indirect security for any obligation of the Borrower, any other Guarantor or any other Person under any Secured Agreement; (iv) any change in the corporate existence, structure or ownership of the Borrower, any other Guarantor or any other Person or any of their respective subsidiaries, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any other Guarantor or any other Person or any of their assets or any resulting release or discharge of any obligation of the Borrower, any other Guarantor or any other Person under any Secured Agreement; (v) the existence of any claim, set-off set‑off or other right that such Guarantor may have at any time against the Borrower, any other Guarantor, the any Secured Party or any other Person, whether in connection with the Loan Documents or any unrelated transactions; , provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability relating to or against the Borrower, any other Guarantor or any other Person for any reason of any Secured Agreement, or any provision of applicable law Applicable Law or regulation purporting to prohibit the payment of any Secured Obligation by the Borrower, any other Guarantor or any other Person; or; (vii) any other act or omission to act or delay of any kind by the Borrower, any other Guarantor, any other party to any Secured Agreement, the any Secured Party or any other Person, or any other circumstance whatsoever that might, but for the provisions of this clause (vii), constitute a legal or equitable discharge of or defense to any obligation of any Guarantor hereunder, other than satisfaction of the Release Conditions; or (viii) any law, regulation, decree or order of any jurisdiction, or any other event, affecting any term of any obligation or any Secured Party’s rights with respect thereto.

Secured Guarantees Unconditional. The obligations of each Subsidiary Guarantor under its Secured Guarantee shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the BorrowerCompany, any other Subsidiary Guarantor or any other Person under any Secured Agreement, by operation of law or otherwise; (ii) any modification or amendment of or supplement to any Secured Agreement; (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the BorrowerCompany, any other Subsidiary Guarantor or any other Person under any Secured Agreement; (iv) any change in the corporate existence, structure or ownership of the BorrowerCompany, any other Subsidiary Guarantor or any other Person or any of their respective subsidiaries, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the BorrowerCompany, any other Subsidiary Guarantor or any other Person or any of their assets or any resulting release or discharge of any obligation of the BorrowerCompany, any other Subsidiary Guarantor or any other Person under any Secured Agreement; (v) the existence of any claim, set-off or other right whatsoever (in any case, whether based on contract, tort or any other theory) that such Subsidiary Guarantor may have at any time against the BorrowerCompany, any other Subsidiary Guarantor, the any Secured Party or any other Person, whether in connection with the Loan Documents or any unrelated transactions; , provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability relating to or against the BorrowerCompany, any other Subsidiary Guarantor or any other Person for any reason of any Secured Agreement, or any provision of applicable law or regulation purporting to prohibit the payment of any Secured Obligation by the BorrowerCompany, any other Subsidiary Guarantor or any other Person; (vii) any manner of application of Collateral or any other collateral, or proceeds thereof, to all or any of the Secured Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Secured Obligations or any other Obligations of any Lien Grantor under the Loan Documents or any other assets of any Lien Grantor or any of its Subsidiaries; (viii) any failure of any Secured Party to disclose to any Subsidiary Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Lien Grantor now or hereafter known to such Secured Party (each Subsidiary Guarantor waiving any duty on the part of the Secured Parties to disclose such information); or (viiix) other than satisfaction in full of the Release Conditions, any other act or omission to act or delay of any kind by the BorrowerCompany, any other Subsidiary Guarantor, any other party to any Secured Agreement, the any Secured Party or any other Person, or any other circumstance whatsoever that might, but for the provisions of this clause (viiix), constitute a legal or equitable discharge of or defense to any obligation of any Subsidiary Guarantor hereunder.

Secured Guarantees Unconditional. The obligations of each Guarantor under its Secured Guarantee shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower, any other Guarantor or any other Person person under any Secured Agreement, by operation of law or otherwise; (ii) any modification or amendment of or supplement to any Secured Agreement; (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower, any other Guarantor or any other Person person under any Secured Agreement; (iv) any change in the corporate existence, structure or ownership of the Borrower, any other Guarantor or any other Person person or any of their respective subsidiaries, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any other Guarantor or any other Person person or any of their assets or any resulting release or discharge of any obligation of the Borrower, any other Guarantor or any other Person person under any Secured Agreement; (v) the existence of any claim, set-off or other right that such Guarantor may have at any time against the Borrower, any other Guarantor, the any Secured Party or any other Personperson, whether in connection with the Loan Documents or any unrelated transactions; , provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability relating to or against the Borrower, any other Guarantor or any other Person person for any reason of any Secured Agreement, or any provision of applicable law or regulation purporting to prohibit the payment of any Secured Obligation by the Borrower, any other Guarantor or any other Personperson; or (vii) any other act or omission to act or delay of any kind by the Borrower, any other Guarantor, any other party to any Secured Agreement, the any Secured Party or any other Personperson, or any other circumstance whatsoever that might, but for the provisions of this clause (vii), constitute a legal or equitable discharge of or defense to any obligation of any Guarantor hereunder.

Secured Guarantees Unconditional. The obligations of each U.S. Guarantor under its Secured Guarantee shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the BorrowerBorrowers, any other U.S. Guarantor or any other Person under any Secured Agreement, by operation of law or otherwise; (ii) any modification or amendment of or supplement to any Secured Agreement; (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the a Borrower, any other U.S. Guarantor or any other Person under any Secured Agreement; (iv) any change in the corporate existence, structure or ownership of the a Borrower, any other U.S. Guarantor or any other Person or any of their respective subsidiaries, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the a Borrower, any other U.S. Guarantor or any other Person or any of their assets or any resulting release or discharge of any obligation of the a Borrower, any other U.S. Guarantor or any other Person under any Secured Agreement; (v) the existence of any claim, set-off or other right that such U.S. Guarantor may have at any time against the a Borrower, any other U.S. Guarantor, the any Secured Party or any other Person, whether in connection with the Loan Documents or any unrelated transactions; , provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability relating to or against the a Borrower, any other U.S. Guarantor or any other Person for any reason of any Secured Agreement, or any provision of applicable law or regulation purporting to prohibit the payment of any Secured Obligation by the a Borrower, any other U.S. Guarantor or any other Person; or (vii) any other act or omission to act or delay of any kind by the a Borrower, any other U.S. Guarantor, any other party to any Secured Agreement, the any Secured Party or any other Person, or any other circumstance whatsoever that might, but for the provisions of this clause (vii), constitute a legal or equitable discharge of or defense to any obligation of any U.S. Guarantor hereunder.

Secured Guarantees Unconditional. The obligations of each Guarantor under its Secured Guarantee shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower, any other Guarantor or any other Person under any Secured Agreement, by operation of law or otherwise; (ii) any modification or amendment of or supplement to any Secured Agreement; (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower, any other Guarantor or any other Person under any Secured Agreement; (iv) any change in the corporate existence, structure or ownership of the Borrower, any other Guarantor or any other Person or any of their respective subsidiaries, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any other Guarantor or any other Person or any of their assets or any resulting release or discharge of any obligation of the Borrower, any other Guarantor or any other Person under any Secured Agreement; (v) the existence of any claim, set-off or other right that such Guarantor may have at any time against the Borrower, any other Guarantor, the either Secured Party or any other Person, whether in connection with the Loan Documents or any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability relating to or against the Borrower, any other Guarantor or any other Person for any reason of any Secured Agreement, or any provision of applicable law or regulation purporting to prohibit the payment of any Secured Obligation by the Borrower, any other Guarantor or any other Person; or (vii) any other act or omission to act or delay of any kind by the Borrower, any other Guarantor, any other party to any Secured Agreement, the Secured Party or any other Person, or any other circumstance whatsoever that might, but for the provisions of this clause (vii), constitute a legal or equitable discharge of or defense to any obligation of any Guarantor hereunder.

Secured Guarantees Unconditional. The obligations of each Subsidiary Guarantor under its Secured Guarantee shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the BorrowerCompany, any other Subsidiary Guarantor or any other Person under any Secured Agreement, by operation of law or otherwise; (ii) any modification or amendment of or supplement to any Secured Agreement; (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the BorrowerCompany, any other Subsidiary Guarantor or any other Person under any Secured Agreement; (iv) any change in the corporate existence, structure or ownership of the BorrowerCompany, any other Subsidiary Guarantor or any other Person or any of their respective subsidiaries, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the BorrowerCompany, any other Subsidiary Guarantor or any other Person or any of their assets or any resulting release or discharge of any obligation of the BorrowerCompany, any other Subsidiary Guarantor or any other Person under any Secured Agreement; (v) the existence of any claim, set-off or other right whatsoever (in any case, whether based on contract, tort or any other theory) that such Subsidiary Guarantor may have at any time against the BorrowerCompany, any other Subsidiary Guarantor, the any Secured Party or any other Person, whether in connection with the Loan Documents or any unrelated transactions; , provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability relating to or against the BorrowerCompany, any other Subsidiary Guarantor or any other Person for any reason of any Secured Agreement, or any provision of applicable law or regulation purporting to prohibit the payment of any Secured Obligation by the BorrowerCompany, any other Subsidiary Guarantor or any other Person; or (vii) other than satisfaction of the Release Conditions, any other act or omission to act or delay of any kind by the BorrowerCompany, any other Subsidiary Guarantor, any other party to any Secured Agreement, the any Secured Party or any other Person, or any other circumstance whatsoever that might, but for the provisions of this clause (vii), constitute a legal or equitable discharge of or defense to any obligation of any Subsidiary Guarantor hereunder.

Secured Guarantees Unconditional. The obligations of each Guarantor under its Secured Guarantee shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the any Borrower, any other Guarantor or any other Person under any Secured Agreement, by operation of law or otherwise; (ii) any modification or amendment of or supplement to any Secured Agreement; (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the any Borrower, any other Guarantor or any other Person under any Secured Agreement; (iv) any change in the corporate existence, structure or ownership of the any Borrower, any other Guarantor or any other Person or any of their respective subsidiaries, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the any Borrower, any other Guarantor or any other Person or any of their assets or any resulting release or discharge of any obligation of the any Borrower, any other Guarantor or any other Person under any Secured Agreement; (v) the existence of any claim, set-off or other right that such Guarantor may have at any time against the any Borrower, any other Guarantor, the any Secured Party or any other Person, whether in connection with the Loan Documents or any unrelated transactions; , provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability relating to or against the any Borrower, any other Guarantor or any other Person for any reason of any Secured Agreement, or any provision of applicable law or regulation purporting to prohibit the payment of any Secured Obligation by the any Borrower, any other Guarantor or any other Person; or (vii) any other act or omission to act or delay of any kind by the any Borrower, any other Guarantor, any other party to any Secured Agreement, the any Secured Party or any other Person, or any other circumstance whatsoever that might, but for the provisions of this clause (vii), constitute a legal or equitable discharge of or defense to any obligation of any Guarantor hereunder.

Secured Guarantees Unconditional. The obligations of each Subsidiary Guarantor under its Secured Guarantee shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the any Borrower, any other Subsidiary Guarantor or any other Person under any Secured Agreement, by operation of law or otherwise; (ii) any modification or amendment of or supplement to any Secured Agreement; (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the any Borrower, any other Subsidiary Guarantor or any other Person under any Secured Agreement; (iv) any change in the corporate existence, structure or ownership of the any Borrower, any other Subsidiary Guarantor or any other Person or any of their respective subsidiaries, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the any Borrower, any other Subsidiary Guarantor or any other Person or any of their assets or any resulting release or discharge of any obligation of the any Borrower, any other Subsidiary Guarantor or any other Person under any Secured Agreement; (v) the existence of any claim, set-off or other right that such Subsidiary Guarantor may have at any time against the any Borrower, any other Subsidiary Guarantor, the any Secured Party or any other Person, whether in connection with the Loan Documents or any unrelated transactions; provided PROVIDED that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability relating to or against the any Borrower, any other Subsidiary Guarantor or any other Person for any reason of any Secured Agreement, or any provision of applicable law or regulation purporting to prohibit the payment of any Secured Obligation by the any Borrower, any other Subsidiary Guarantor or any other Person; or (vii) any other act or omission to act or delay of any kind by the any Borrower, any other Subsidiary Guarantor, any other party to any Secured Agreement, the any Secured Party or any other Person, or any other circumstance whatsoever that might, but for the provisions of this clause (vii), constitute a legal or equitable discharge of or defense to any obligation of any Subsidiary Guarantor hereunderhereunder (in each case other than payment in full of the Secured Obligations).

Secured Guarantees Unconditional. The obligations of each Guarantor under its Secured Guarantee shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower, any Guarantor or other Guarantor Obligor or any other Person under any Secured Agreement, by operation of law or otherwiseotherwise (including by Agent or any Lender); (ii) the genuineness, validity, regularity, enforceability, subordination or any future modification of, or amendment of change in, any Obligations or supplement to any Secured Agreement, or any other document, instrument or agreement to which any Obligor is or may become a party or be bound; (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower, any Guarantor or other Guarantor Obligor or any other Person under any Secured Agreement; (iv) any change in the corporate existence, structure or ownership of the Borrower, any Guarantor or other Guarantor Obligor or any other Person or any of their respective subsidiaries, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any Guarantor or other Guarantor Obligor or any other Person or any of their assets or any resulting release or discharge of any obligation of the Borrower, any Guarantor or other Guarantor Obligor or any other Person under any Secured Agreement; (v) the existence of any claim, set-off or other right that such Guarantor may have at any time against the Borrower, any Guarantor or other GuarantorObligor, the any Secured Party or any other Person, whether in connection with the Loan Documents or any unrelated transactions; , provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability relating to or against the Borrower, any Guarantor or other Guarantor Obligor or any other Person for any reason of any Secured Agreement, or any provision of Applicable Law or applicable law or regulation purporting to prohibit the payment of any Secured Obligation by the Borrower, any Guarantor or other Guarantor Obligor or any other Person; or (vii) any other act or omission to act or delay of any kind by the Borrower, any Guarantor or other GuarantorObligor, any other party to any Secured Agreement, the any Secured Party or any other Person, or any other circumstance whatsoever that might, but for the provisions of this clause (vii), constitute a legal or equitable discharge of or defense of a surety or guarantor to any obligation of any Guarantor hereunder.

Secured Guarantees Unconditional. The obligations of each Guarantor under its Secured Guarantee shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower, any other Guarantor or Obligor or any other Person under any Secured Agreement, by operation of law or otherwise; (ii) the genuineness, validity, regularity, enforceability, subordination or any future modification of, or amendment of change in, any Obligations or supplement to any Secured Agreement, or any other document, instrument or agreement to which any Obligor is or may become a party or be bound; (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower, any other Guarantor or Obligor or any other Person under any Secured Agreement; (iv) any change in the corporate existence, structure or ownership of the Borrower, any other Guarantor or Obligor or any other Person or any of their respective subsidiaries, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any other Guarantor or Obligor or any other Person or any of their assets or any resulting release or discharge of any obligation of the Borrower, any other Guarantor or Obligor or any other Person under any Secured Agreement; (v) the existence of any claim, set-off or other right that such Guarantor may have at any time against the Borrower, any other GuarantorGuarantor or Obligor, the Secured Party or any other Person, whether in connection with the Loan Documents or any unrelated transactions; , provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability relating to or against the Borrower, any other Guarantor or Obligor or any other Person for any reason of any Secured Agreement, or any provision of any applicable law law, rule or regulation purporting to prohibit the payment of any Secured Obligation by the Borrower, any other Guarantor or Obligor or any other Person; or (vii) any other act or omission to act or delay of any kind by the Borrower, any other GuarantorGuarantor or Obligor, any other party to any Secured Agreement, the Secured Party or any other Person, or any other circumstance whatsoever that might, but for the provisions of this clause (vii), constitute a legal or equitable discharge of or defense of a surety or guarantor to any obligation of any Guarantor hereunder.

Secured Guarantees Unconditional. The obligations of each Subsidiary Guarantor under its Secured Guarantee shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower, any other Subsidiary Guarantor or any other Person under any Secured AgreementSecurity Document, by operation of law or otherwise; (ii) any modification or amendment of or supplement to any Secured AgreementSecurity Document; (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower, any other Subsidiary Guarantor or any other Person under any Secured AgreementSecurity Document; (iv) any change in the corporate existence, structure or ownership of the Borrower, any other Subsidiary Guarantor or any other Person or any of their respective subsidiaries, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any other Subsidiary Guarantor or any other Person or any of their assets or any resulting release or discharge of any obligation of the Borrower, any other Subsidiary Guarantor or any other Person under any Secured AgreementSecurity Document; (v) the existence of any claim, set-off or other right that such Subsidiary Guarantor may have at any time against the Borrower, any other Subsidiary Guarantor, the Secured Party Collateral Agent, the Agents, any Lender or any other Person, whether in connection with the Loan Documents or any unrelated transactions; , provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability relating to or against the Borrower, any other Subsidiary Guarantor or any other Person for any reason of any Secured AgreementSecurity Document, or any provision of applicable law or regulation purporting to prohibit the payment of any Secured amount in satisfaction of any Obligation by the Borrower, any other Subsidiary Guarantor or any other Person; or (vii) any other act or omission to act or delay of any kind by the Borrower, any other Subsidiary Guarantor, any other party to any Secured AgreementSecurity Document, the Secured Party Collateral Agent, the Agents, any Lender or any other Person, or any other circumstance whatsoever that might, but for the provisions of this clause (viiSection 2(b)(vii), constitute a legal or equitable discharge of or defense to any obligation of the Borrower or any Subsidiary Guarantor hereunder.

Secured Guarantees Unconditional. The obligations of each Subsidiary Guarantor under its Secured Guarantee shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the BorrowerCompany, any other Subsidiary Guarantor or any other Person under any Secured Agreement, by operation of law or otherwise; (ii) any modification or amendment of or supplement to any Secured Agreement; (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the BorrowerCompany, any other Subsidiary Guarantor or any other Person under any Secured Agreement; (iv) any change in the corporate existence, structure or ownership of the BorrowerCompany, any other Subsidiary Guarantor or any other Person or any of their respective subsidiaries, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the BorrowerCompany, any other Subsidiary Guarantor or any other Person or any of their assets or any resulting release or discharge of any obligation of the BorrowerCompany, any other Subsidiary Guarantor or any other Person under any Secured Agreement; (v) the existence of any claim, set-off or other right whatsoever (in any case, whether based on contract, tort or any other theory) that such Subsidiary Guarantor may have at any time against the BorrowerCompany, any other Subsidiary Guarantor, the any Secured Party or any other Person, whether in connection with the Loan Documents or any unrelated transactions; , provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability relating to or against the BorrowerCompany, any other Subsidiary Guarantor or any other Person for any reason of any Secured Agreement, or any provision of applicable law or regulation purporting to prohibit the payment of any Secured Obligation by the BorrowerCompany, any other Subsidiary Guarantor or any other Person; (vii) any manner of application of Collateral or any other collateral, or proceeds thereof, to all or any of the Secured Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Secured Obligations or any other Obligations of any Obligor under the Loan Documents or any other assets of any Obligor or any of its Subsidiaries; (viii) any failure of any Secured Party to disclose to any Subsidiary Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Obligor now or hereafter known to such Secured Party (each Subsidiary Guarantor waiving any duty on the part of the Secured Parties to disclose such information); or (viiix) other than satisfaction in full of the Release Conditions, any other act or omission to act or delay of any kind by the BorrowerCompany, any other Subsidiary Guarantor, any other party to any Secured Agreement, the any Secured Party or any other Person, or any other circumstance whatsoever (other than payment in full of the Secured Obligations) that might, but for the provisions of this clause (vii), constitute a legal or equitable discharge of or defense to any obligation of any Subsidiary Guarantor hereunder.

Secured Guarantees Unconditional. The obligations of each Guarantor under its Secured Guarantee shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower, any other Guarantor or any other Person under any Secured Agreement, by operation of law or otherwise; (ii) any modification or amendment of or supplement to any Secured AgreementAgreement or Acquisition Document; (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower, any other Guarantor or any other Person under any Secured Agreement; (iv) any change in the corporate existence, structure or ownership of the Borrower, any other Guarantor or any other Person or any of their respective subsidiaries, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any other Guarantor or any other Person or any of their assets or any resulting release or discharge of any obligation of the Borrower, any other Guarantor or any other Person under any Secured AgreementAgreement or Acquisition Document; (v) the existence of any claim, set-off or other right that such Guarantor may have at any time against the Borrower, any other Guarantor, the any Secured Party or any other Person, whether in connection with the Loan Documents or any unrelated transactions; , provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability relating to or against the Borrower, any other Guarantor or any other Person for any reason of any Secured AgreementAgreement or Acquisition Document, or any provision of applicable law or regulation purporting to prohibit the payment of any Secured Obligation by the Borrower, any other Guarantor or any other Person; or (vii) any other act or omission to act or delay of any kind by the Borrower, any other Guarantor, any other party to any Secured AgreementAgreement or Acquisition Document, the any Secured Party or any other Person, or any other circumstance whatsoever that might, but for the provisions of this clause (vii), constitute a legal or equitable discharge of or defense to any obligation of any Guarantor hereunder.

Secured Guarantees Unconditional. The obligations of each Guarantor Loan Party under its Secured Guarantee shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation Secured Obligation of the any Co-Borrower, any other Guarantor or any other Person under any Secured Agreement, by operation of law or otherwiseotherwise other than payment in full of the Obligations; (ii) any modification or amendment of or supplement to any Secured Agreement; (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation Secured Obligation of the any Co-Borrower, any other Guarantor or any other Person under any Secured Agreement (other than this Agreement); (iv) any change in the corporate existence, structure or ownership of the any Co-Borrower, any other Guarantor or any other Person or any of their respective subsidiaries, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the any Co-Borrower, any other Guarantor or any other Person or any of their assets or any resulting release or discharge of any obligation Secured Obligation of the any Co-Borrower, any other Guarantor or any other Person under any Secured Agreement (other than this Agreement); (v) the existence of any claim, set-off or other right that such Guarantor may have at any time against the any Co-Borrower, any other Guarantor, the any Secured Party or any other Person, whether in connection with the Loan Documents or any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability relating to or against the any Co-Borrower, any other Guarantor or any other Person for any reason of any Secured Agreement, or any provision of applicable law or regulation purporting to prohibit the payment of any Secured Obligation by the any Co-Borrower, any other Guarantor or any other Person; or (vii) any other act or omission to act or delay of any kind by the any Co-Borrower, any other Guarantor, any other party to any Secured Agreement, the any Secured Party or any other Person, or any other circumstance whatsoever that might, but for the provisions of this clause (vii), ) constitute a legal or equitable discharge of or defense to any obligation of any Guarantor hereunder.