Common use of Guaranty Unconditional Clause in Contracts

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

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

Guaranty Unconditional. The obligations of the Guarantors hereunder are each Guarantor under this Article 4 shall be unconditional and absolute and, without limiting the generality of the foregoing, will 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 Issuer Companies under this Indenture Agreement, other than this Article 4, or any Noteother Financing Document, by operation of law or otherwise; (ii) any modification or amendment of or supplement to this Indenture Agreement or any Noteother Financing Document; (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Companies under this Agreement or any other Financing Document; (iv) any change in the corporate existence, structure or ownership of the IssuerCompanies, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer Companies or its their assets or any resulting release or discharge of any obligation of the Issuer Companies contained in this Indenture Agreement or any NoteFinancing Document; (ivv) the existence of any claim, set-off or other rights which the Guarantors such Guarantor may have at any time against the Issuerany Company, the Trustee Agent, any Lender or any other Personcorporation or person, whether in connection with this Indenture herewith or any unrelated transactions; , provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vvi) any invalidity or unenforceability relating to or against the Issuer any Company for any reason of this Indenture Agreement or any NoteFinancing Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer such Company of the principal of or interest on any Note or any other amount payable by the Issuer such Company under this IndentureAgreement or any other Financing Document; or (vivii) any other act or omission to act or delay of any kind by the Issuerany Company, the Trustee Agent, any Lender or any other Person corporation or person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to the Guarantors’ such Guarantor's obligations hereunder.

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

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

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

Guaranty Unconditional. The This is a guaranty of payment and not of collection, and the obligations of the Guarantors Guarantor hereunder are unconditional and absolute except as specifically provided herein and, without limiting the generality of the foregoing, will 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 Issuer under this Indenture or Debtor with respect to any NoteObligation, by operation of law or otherwise; ; (ii) any modification or amendment of or supplement to this Indenture any document evidencing any Obligation; (iii) any release, non-perfection or invalidity of any direct or indirect security for any Obligation or any Note; release of any other guarantor of any Obligation; (iiiiv) any change in the corporate existence, structure or ownership of the IssuerDebtor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer Debtor or its assets or any resulting disallowance, release or discharge of any obligation of the Issuer contained in this Indenture all or any Note; portion of any Obligation; (ivv) the existence of any claim, set-off or other rights right which the Guarantors any guarantors may have at any time against the IssuerDebtor, the Trustee any Beneficiary or any other Personcorporation or person, whether in connection with this Indenture herewith or any unrelated transactionstransaction; provided provided, however, that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; ; (vvi) any invalidity or unenforceability relating to or against the Issuer for of any reason of this Indenture or any NoteObligation, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer 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 principal of existence, creation or interest on any Note or any other amount payable incurring by the Issuer Debtor of any new or additional indebtedness or obligation under this Indentureor 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 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; or (viviii) any other act or omission to act or delay of any kind by the IssuerDebtor, the Trustee Beneficiary, or any other Person person; or (ix) any other circumstance whatsoever which that might, but for the provisions of this paragraphclause, constitute a legal or equitable discharge of or defense to any of the Guarantors’ Guarantor’s obligations hereunder.

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

Guaranty Unconditional. The obligations of the Guarantors Company hereunder are shall be unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by: (ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Issuer Borrower under this Indenture or any NoteLoan Document, by operation of law or otherwise; (iib) any modification or amendment of or supplement to this Indenture Agreement or any Note; (iiic) any change in the corporate existence, structure or ownership of the IssuerBorrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer Borrower or its assets or any resulting release or discharge of any obligation of the Issuer Borrower contained in this Indenture or any NoteLoan Document; (ivd) the existence of any claim, set-set off or other rights which the Guarantors Company may have at any time against the IssuerBorrower, the Trustee Administrative Agent, any Lender or any other Person, whether in connection with this Indenture herewith or any unrelated transactions; provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (ve) any invalidity or unenforceability relating to or against the Issuer Borrower for any reason of this Indenture or any NoteLoan Document, or any provision of applicable law Law or regulation purporting to prohibit the payment by the Issuer Borrower of the principal of or interest on any Note Loan or any other amount payable by the Issuer it under this IndentureAgreement; or (vif) any other act or omission to act or delay of any kind by the IssuerBorrower, the Trustee Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to the Guarantors’ Company’s obligations hereunder.

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

Guaranty Unconditional. The Guarantor agrees that the obligations of the Guarantors Guarantor hereunder are unconditional shall be unconditional, absolute and absolute irrevocable, and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected byby (and the Guarantor hereby waives any right to or claim of) any of the following, whether with or without notice to or assent by the Guarantor: (i) any extension, renewal, settlement, compromise, modification, waiver or release in respect of any obligation or duty of the Issuer Company under this Indenture the Credit Agreement or any Noteother Loan Document, by operation of law or otherwise; (ii) any waiver, rescission, modification or amendment of or of, supplement to this Indenture or consent to depart from any condition under or any Noteterms of the Loan Documents; (iii) any addition, exchange, surrender, release, impairment, non- perfection, failure to maintain perfection or recordation or invalidity of any direct or indirect security for any obligation or duty of the Company or any other Person under the Loan Documents or any amendment to or waiver or release or addition of, or consent to depart from, any other guaranty held by any Lender Party securing any of the obligations of the Company under the Credit Agreement; (iv) any change in the corporate existence, structure or ownership of the IssuerCompany or any other Person, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer Company or any other Person or its assets or any resulting release or discharge of any obligation or duty of the Issuer Company or any other Person contained in this Indenture or the Loan Documents resulting from any Noteof the foregoing; (ivv) the existence of any claim, set-off or other rights which the Guarantors Guarantor may have at any time against the Issuer, the Trustee Company or any other Person, whether in connection with this Indenture herewith or any unrelated transactions; , provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vvi) any invalidity invalidity, illegality, unenforceability, irregularity or unenforceability relating to or against the Issuer frustration for any reason of this Indenture any of the Loan Documents or any Noteactual or purported obligations thereunder, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer Company of the principal of or interest on any Note or any other amount payable by the Issuer Company under this Indenture; orthe Loan Documents; (vivii) any impairment of the Company's duty of performance, the Company's duty to reimburse or the Guarantor's right of restitution or subrogation; (viii) the failure of any Lender Party (A) to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any other guarantor) under the provisions of the Credit Agreement, any other Loan Document or otherwise, or (B) to exercise any right or remedy against any other guarantor of, or any collateral securing, any obligations of the Company; (ix) any other act or omission to act or give notice or delay of any kind by the Issuer, the Trustee Company or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraphsection, constitute a legal or equitable discharge of or defense to the Guarantors’ Guarantor's obligations or duties hereunder; or (x) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Company, any surety or any guarantor. Notwithstanding any provision of this Guaranty to the contrary, other than Sections 2.2 and 2.7, the Guarantor shall be entitled to assert as a defense to any claim for payment or performance of the Guaranteed Obligations that (i) such Guaranteed Obligations are not currently due under the terms of the Loan Documents or (ii) that such Guaranteed Obligations have previously been paid or performed in full.

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

Guaranty Unconditional. The obligations of the Guarantors Xerox hereunder are shall be unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by: (ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Issuer any Overseas Borrower under this Indenture Agreement or any Noteof its Notes, by operation of law or otherwise; (iib) any modification or amendment of or supplement to this Indenture Agreement or any Note; (iiic) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of any Overseas Borrower under this Agreement or any of its Notes; (d) any change in the corporate existence, structure or ownership of the Issuerany Overseas Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer any Overseas Borrower or its assets or any resulting release or discharge of any obligation of the Issuer any Overseas Borrower contained in this Indenture Agreement or any Noteof its Notes; (ive) the existence of any claim, set-off or other rights which the Guarantors Xerox may have at any time against the Issuerany Overseas Borrower, the Trustee any Agent, any Lender or any other Person, whether in connection with this Indenture Agreement or any unrelated transactions; provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vf) any invalidity or unenforceability relating to or against the Issuer any Overseas Borrower for any reason of this Indenture Agreement or any Noteof its Notes, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer any Overseas Borrower of the principal of or interest on any Note Advances made to it or any other amount payable by the Issuer it under this IndentureAgreement; or (vig) any other act or omission to act or delay of any kind by the Issuerany Overseas Borrower, the Trustee any Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, clause constitute a legal or equitable discharge of or defense to the Guarantors’ Xerox' obligations hereunderunder this Article 9.

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

Guaranty Unconditional. The obligations of the Guarantors Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by: (i1) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Issuer Successor Company under this the Indenture or any NoteSecurity, by operation of law or otherwise; (ii2) any modification or amendment of or supplement to this the Indenture or any NoteSecurity; (iii3) any change in the corporate existence, structure or ownership of the IssuerSuccessor Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer Successor Company or its assets or any resulting release or discharge of any obligation of the Issuer Successor Company contained in this the Indenture or any NoteSecurity; (iv4) the existence of any claim, set-off or other rights which the Guarantors Guarantor may have at any time against the IssuerSuccessor Company, the Trustee or any other Person, whether in connection with this the Indenture or any unrelated transactions; , provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (v5) any invalidity or unenforceability relating to or against the Issuer Successor Company for any reason of this the Indenture or any NoteSecurity, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer Successor Company of the principal of or interest on any Note Security or any other amount payable by the Issuer Successor Company under this the Indenture; or (vi6) any other act or omission to act or delay of any kind by the IssuerSuccessor Company, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to the Guarantors’ Guarantor’s obligations hereunder.

Guaranty Unconditional. The obligations of the Guarantors hereunder are Company under this Article XI shall be absolute, unconditional and absolute irrevocable and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by: (ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Issuer Canadian Borrower under this Indenture Agreement or any Noteother Loan Document, by operation of law or otherwise; (iib) any modification or amendment of or supplement to this Indenture Agreement or any Noteother Loan Document; (iiic) any release, impairment, non-perfection or invalidity of any other guaranty or of any direct or indirect security for any obligation of the Canadian Borrower under this Agreement or any other Loan Document; (d) any change in the corporate existence, structure or ownership of the Issuer, Canadian Borrower or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer Canadian Borrower or its the Canadian Borrower's assets or any resulting release or discharge of any obligation of the Issuer Canadian Borrower contained in this Indenture Agreement or any Noteother Loan Document; (ive) the existence of any claim, set-off or other rights right which the Guarantors Company may have at any time against the IssuerCanadian Borrower, the Trustee either Agent, any Lender or any other Person, whether in connection with this Indenture herewith or any unrelated transactions; transaction, provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vf) any invalidity or unenforceability relating to or against the Issuer Canadian Borrower for any reason of this Indenture Agreement or any Noteother Loan Document, or any provision of applicable law or regulation Applicable Law purporting to prohibit the payment by the Issuer Canadian Borrower of the principal of or interest on any Note other Loan Document or any other amount payable by the Issuer Canadian Borrower under this IndentureAgreement; or (vig) any other act or omission to act or delay of any kind by the IssuerCanadian Borrower, the Trustee either Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to the Guarantors’ Company's obligations as guarantor hereunder.

Guaranty Unconditional. The obligations of the Guarantors Company hereunder are shall be unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by: (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Issuer any Borrowing Subsidiary under this Indenture Agreement, any Note or any NoteLocal Currency Addendum or the exchange, by operation release or non-perfection of law or otherwiseany collateral security therefor; (ii) any modification or amendment of or supplement to this Indenture Agreement, any Note or any Note;Local Currency Addendum: (iii) any change in the corporate existence, structure or ownership of the Issuerany Borrowing Subsidiary, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer any Borrowing Subsidiary or its assets or any resulting release or discharge of any obligation of the Issuer contained in this Indenture or any Noteassets; (iv) the existence of any claim, set-off or other rights which the Guarantors Company may have at any time against the Issuerany Borrowing Subsidiary, the Trustee Agent, the Euro-Agent, any Local Currency Agent, any Bank or any other Person, whether in connection with this Indenture herewith or any unrelated transactions; provided , PROVIDED that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (v) any invalidity or unenforceability relating to or against the Issuer any Borrowing Subsidiary for any reason of any provision or all of this Indenture Agreement, any Note or any NoteLocal Currency Addendum, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer any Borrowing Subsidiary of the principal of or interest on any Note Advance or any other amount payable by the Issuer it under this IndentureAgreement; or (vi) any other act or omission to act or delay of any kind by the Issuerany Borrowing Subsidiary, the Trustee Agent, the Euro-Agent, any Local Currency Agent, any Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to the Guarantors’ Company's obligations hereunder.

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

Guaranty Unconditional. The obligations of the Guarantors Company hereunder are shall be unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by: (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Issuer Borrower under this Indenture Agreement or any Note, by operation of law or otherwise; (ii) any modification or amendment of or supplement to this Indenture Agreement or any Note; (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under this Agreement or any Note; (iv) any change in the corporate existence, structure or ownership of the Issuer, Borrower or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer Borrower or its assets or any resulting release or discharge of any obligation of the Issuer Borrower contained in this Indenture Agreement or any Note; (ivv) the existence of any claim, set-off or other rights which the Guarantors Company may have at any time against the IssuerBorrower, the Trustee Agent, any Bank or any other Person, whether in connection with this Indenture herewith or any unrelated transactions; , provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;; 36 (vvi) any invalidity or unenforceability relating to or against the Issuer Borrower for any reason of this Indenture Agreement or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer Borrower of the principal of or interest on any Note or any other amount payable by the Issuer it under this IndentureAgreement; or (vivii) any other act or omission to act or delay of any kind by the IssuerBorrower, the Trustee Agent, any Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to the Guarantors’ Company's obligations hereunder.

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

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

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

Guaranty Unconditional. The obligations of the Guarantors Company hereunder are shall be unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by: (ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Issuer any Designated Borrower under this Indenture or any NoteLoan Document, by operation of law or otherwise; (iib) any modification or amendment of or supplement to this Indenture Agreement or any Note; (iiic) any change in the corporate existence, structure or ownership of the Issuerany Designated Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer any Designated Borrower or its assets or any resulting release or discharge of any obligation of the Issuer any Designated Borrower contained in this Indenture or any NoteLoan Document; (ivd) the existence of any claim, set-set off or other rights which the Guarantors Company may have at any time against the Issuerany Designated Borrower, the Trustee Administrative Agent, any Lender or any other Person, whether in connection with this Indenture herewith or any unrelated transactions; provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (ve) any invalidity or unenforceability relating to or against the Issuer any Designated Borrower for any reason of this Indenture or any NoteLoan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer any Designated Borrower of the principal of or interest on any Note Loan or any other amount payable by the Issuer it under this IndentureAgreement; or (vif) any other act or omission to act or delay of any kind by the Issuerany Designated Borrower, the Trustee Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to the Guarantors’ Company’s obligations hereunder.

Guaranty Unconditional. The obligations of the Guarantors hereunder are MSC under this Article IX shall be continuing, unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by: (ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Issuer under this Indenture or any NoteGuaranteed Obligation, by operation of law or otherwise; (iib) any modification or amendment of or supplement to this Indenture or any NoteLoan Document; (iiic) any modification, amendment, waiver, release, nonperfection or invalidity of any direct or indirect security, or of any Guarantee or other liability of any third party, for any Guaranteed Obligation; (d) any change in the corporate existence, structure or ownership of the IssuerBorrower or any other Loan Party, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer Borrower or any other Loan Party or its assets or any resulting release or discharge of any obligation of the Issuer contained in this Indenture or any NoteGuaranteed Obligation; (ive) the existence of any claim, set-off setoff or other rights right which the Guarantors MSC may have at any time against the IssuerBorrower, the Trustee Agent, any Bank or any other Person, whether or not arising in connection with this Indenture or any unrelated transactionsthe Loan Documents; provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vf) any invalidity or unenforceability relating to or against the Issuer Borrower or any other Loan Party for any reason of this Indenture the whole or any Noteprovision of any Loan Document, or any provision of applicable law or regulation Applicable Law purporting to prohibit the payment or performance by the Issuer Borrower of the principal of or interest on any Note or any other amount payable by the Issuer under this IndentureGuaranteed Obligations; or (vig) any other act or omission to act or delay of any kind by the IssuerBorrower, any other Loan Party, the Trustee Agent, any Bank or any other Person or any other circumstance whatsoever which that might, but for the provisions of this paragraphSection 9.2, constitute a legal or equitable discharge of or defense to the Guarantors’ obligations hereunderof MSC under this Article IX.

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

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

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

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

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

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

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

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

Guaranty Unconditional. The obligations of the Guarantors each Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by: (i1) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Issuer under this the Indenture or any NoteSecurity, by operation of law or otherwise; (ii2) any modification or amendment of or supplement to this the Indenture or any NoteSecurity; (iii3) any change in the corporate existence, structure or ownership of the Issuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer or its assets or any resulting release or discharge of any obligation of the Issuer contained in this the Indenture or any NoteSecurity; (iv4) the existence of any claim, set-off set‑off or other rights which the Guarantors Guarantor may have at any time against the Issuer, the Trustee or any other Person, whether in connection with this the Indenture or any unrelated transactions; , provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (v5) any invalidity or unenforceability relating to or against the Issuer for any reason of this the Indenture or any NoteSecurity, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer of the principal of or interest on any Note Security or any other amount payable by the Issuer under this the Indenture; or (vi6) any other act or omission to act or delay of any kind by the Issuer, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to the Guarantors’ such Guarantor's obligations hereunder.

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

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

Guaranty Unconditional. The obligations of the Guarantors each Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by: (i1) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Issuer Company under this Indenture the Indenture, any Security Document or any Note, by operation of law or otherwise; (ii2) any modification or amendment of or supplement to this Indenture the Indenture, any Security Document or any Note; (iii3) any change in the corporate existence, structure or ownership of the IssuerCompany, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer Company or its assets or any resulting release or discharge of any obligation of the Issuer Company contained in this Indenture the Indenture, any Security Document or any Note; (iv4) the existence of any claim, set-off or other rights which the Guarantors Guarantor may have at any time against the IssuerCompany, the Trustee or any other Person, whether in connection with this the Indenture or any unrelated transactions; , provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (v5) any invalidity or unenforceability relating to or against the Issuer Company for any reason of this Indenture the Indenture, any Security Document or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer Company of the principal of or interest on any Note or any other amount payable by the Issuer Company under this Indenturethe Indenture or any Security Document; or (vi6) any other act or omission to act or delay of any kind by the IssuerCompany, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to the Guarantors’ such Guarantor's obligations hereunder.

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

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

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

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

Guaranty Unconditional. The obligations of the Guarantors hereunder are Borrower under this Article XIV shall be irrevocable, unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by: (ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Issuer any Borrowing Subsidiary under this Indenture or any Note, Loan Document by operation of law or otherwiseotherwise or the exchange, release or non-perfection of any collateral security therefor; (iib) any modification or amendment of or supplement to this Indenture or any NoteLoan Document; (iiic) any compromise, settlement, modification, amendment, waiver, release, non-perfection or invalidity of or to any direct or indirect security, guarantee or other liability of any third party, or Borrowing Subsidiary Obligations; (d) any change in the corporate existence, structure structure, or ownership of the Issuerof, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer any Borrowing Subsidiary or its assets or any resulting release or discharge of any obligation of the Issuer contained in this Indenture or any NoteBorrowing Subsidiary Obligations; (ive) the existence of any claim, set-off or other rights which the Guarantors Borrower may have at any time against the Issuerany Borrowing Subsidiary, the Trustee Bank or any other Person, whether or not arising in connection with this Indenture or any unrelated transactions; Agreement, provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vf) any invalidity or unenforceability relating to or against the Issuer any Borrowing Subsidiary for any reason of this Indenture or any NoteLoan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer any Borrowing Subsidiary of the principal of or interest on any Borrowing Subsidiary Note or any other amount payable by the Issuer it under this IndentureAgreement; or (vi) any other act or omission to act or delay of any kind by the Issuer, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to the Guarantors’ obligations hereunder.

Guaranty Unconditional. The obligations of the Guarantors each Guarantor with respect to its Guarantied Obligations hereunder are shall be unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by: (ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Issuer any Borrower under this Indenture Agreement or any Note, by operation of law or otherwise; (iib) any modification or amendment of or supplement to this Indenture Agreement or any Note; (iiic) any change in the corporate existence, structure or ownership of the Issuerany Borrower, or any insolvency, bankruptcy, examination (in the case of an Irish Borrower only), reorganization or other similar proceeding affecting the Issuer any Borrower or its assets or any resulting release or discharge of any obligation of the Issuer any Borrower contained in this Indenture Agreement or any Note; (ivd) the existence of any claim, set-off set‑off or other rights which the Guarantors such Guarantor may have at any time against the Issuerany Borrower, the Trustee Administrative Agent, any Lender or any other Person, whether in connection with this Indenture herewith or any unrelated transactions; provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (ve) any invalidity or unenforceability relating to or against the Issuer any Borrower for any reason of this Indenture Agreement or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer any Borrower of the principal of or interest on any Note or any other amount payable by the Issuer it under this IndentureAgreement; or (vif) any other act or omission to act or delay of any kind by the Issuerany Borrower, the Trustee Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to such Guarantor’s obligations hereunder (other than payment in full of the Guarantors’ obligations hereunderGuarantied Obligations).

Guaranty Unconditional. The obligations of the Guarantors hereunder are Parent under this Article VIII shall be unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by: (ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Issuer PLIC under this Indenture Agreement or any Note, by operation of law or otherwise; (iib) any modification or amendment of or supplement to this Indenture Agreement or any Note; (iiic) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of PLIC under this Agreement or any Note; (d) any change in the corporate existence, structure or ownership of the Issuer, PLIC or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer PLIC or its their assets or any resulting release or discharge of any obligation of the Issuer PLIC contained in this Indenture Agreement or any Note; (ive) the existence of any claim, set-off or other rights right which the Guarantors Parent may have at any time against the IssuerPLIC, the Trustee Administrative Agent, any Lender or any other Person, whether in connection with this Indenture herewith or any unrelated transactions; transaction, provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vf) any invalidity or unenforceability relating to or against the Issuer PLIC for any reason of this Indenture Agreement or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer PLIC of the principal of or interest on any Note Loan or any other amount payable by the Issuer PLIC under this IndentureAgreement; or (vig) any other act or omission to act or delay of any kind by the IssuerPLIC, the Trustee Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of PLIC or defense to of the Guarantors’ Parent’s obligations as guarantor hereunder.

Guaranty Unconditional. The obligations of the Guarantors Company hereunder are shall be unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by: (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Issuer any Eligible Subsidiary under this Indenture Agreement or any Note, by operation of law or otherwise; (ii) any modification or amendment of or supplement to this Indenture Agreement or any Note; (iii) any release, non-perfection or invalidity of any direct or indirect security for any obligation of any Eligible Subsidiary under this Agreement or any Note; (iv) any change in the corporate existence, structure or ownership of the Issuerany Eligible Subsidiary, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer any Eligible Subsidiary or its assets or any resulting release or discharge of any obligation of the Issuer any Eligible Subsidiary contained in this Indenture Agreement or any Note; (ivv) the existence of any claim, set-off or other rights which the Guarantors Company may have at any time against the Issuerany Eligible Subsidiary, the Trustee Agent, any Bank or any other Person, whether in connection herewith or with this Indenture or any unrelated transactions; , provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vvi) any invalidity or unenforceability relating to or against the Issuer any Eligible Subsidiary for any reason of this Indenture Agreement or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer any Eligible Subsidiary of the principal of or interest on any Note or any other amount payable by the Issuer it under this IndentureAgreement; oror 66 (vivii) any other act or omission to act or delay of any kind by the Issuerany Eligible Subsidiary, the Trustee Agent, the Issuing Bank, any Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to the Guarantors’ Company's obligations hereunder.

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

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

Guaranty Unconditional. The Each Guarantor acknowledges and agrees that no change in the nature or terms of the Obligations or any Credit Document, Secured Hedging Agreement or any other agreement, instrument or 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 any Guarantor pursuant to this Guaranty; it being the purpose and intent of the Guarantors and the Secured Parties that the covenants, agreements and all liabilities and obligations of the Guarantors hereunder are absolute, unconditional and absolute and, without irrevocable under any and all circumstances. Without limiting the generality of the foregoing, will not each Guarantor agrees that until each and every one of the covenants and agreements of this Guaranty is fully performed, no Guarantor’s undertakings hereunder shall be released, discharged in whole or otherwise affected by: (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Issuer under this Indenture or any Notepart, by operation of law any action or otherwise; (ii) any modification or amendment of or supplement to this Indenture or any Note; (iii) any change in the corporate existence, structure or ownership of the Issuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer or its assets or any resulting release or discharge of any obligation of the Issuer contained in this Indenture or any Note; (iv) the existence of any claim, set-off or other rights which the Guarantors may have at any time against the Issuer, the Trustee or any other Person, whether in connection with this Indenture or any unrelated transactions; provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (v) any invalidity or unenforceability relating to or against the Issuer for any reason of this Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer of the principal of or interest on any Note or any other amount payable by the Issuer under this Indenture; or (vi) any other act or omission to act or delay of any kind by the Issuer, the Trustee or any other Person or any other circumstance whatsoever thing which might, but for the provisions this paragraph of this paragraphGuaranty, constitute be deemed a legal or equitable discharge of a surety or guarantor, or by reason of any waiver, omission of the Secured Parties, or any of them, or their failure to proceed promptly or otherwise, or by reason of any action taken or omitted by the Secured 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 or by reason of any further dealings between any Obligor and the Secured Parties, or any of them, or any other guarantor or surety, and each 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 Guarantors’ obligations hereunderforegoing acts, omissions, things, agreements or waivers.

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

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

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

Guaranty Unconditional. The obligations of the Guarantors Guarantor hereunder are shall be unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by: (ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Issuer under this Indenture or any NoteObligor with respect to the Approved Shareholder Debt Financing, by operation of law or otherwise; (iib) any modification or amendment of, supplement to, or termination of or supplement to this Indenture or any Notethe Agreement; (iiic) any change in the corporate existence, structure or ownership of the IssuerObligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer Obligor or its assets or any resulting release or discharge of any obligation of the Issuer contained in this Indenture or any NoteObligor with respect to the Guaranteed Obligations; (ivd) the existence of any claim, set-off or other rights which the Guarantors Guarantor may have at any time C-1 against the IssuerObligor, the Trustee Beneficiary or any other Personentity, whether in connection with this Indenture the Approved Shareholder Debt Financing or with any unrelated transactions; , provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;; or (ve) any invalidity or unenforceability relating to or against the Issuer Obligor for any reason of this Indenture or any Note, under the Approved Shareholder Debt Financing or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer of the principal of or interest on any Note or any other amount payable by the Issuer under this Indenture; or (vi) any other act or omission to act or delay Obligor of any kind by the Issuer, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense amounts payable pursuant to the Guarantors’ obligations hereunderApproved Shareholder Debt Financing.

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

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

Guaranty Unconditional. The obligations of the Guarantors hereunder are Guarantor under this Article XII shall be unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by: (ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Issuer under this Indenture or any NoteCompany Obligation, by operation of law or otherwise; provided, however, that the release by Dartmouth in writing of Company in respect of any Company Obligation under this Agreement shall also operate to release Guarantor from its obligations hereunder in respect of such Company Obligation; (iib) any modification or amendment of or supplement to this Indenture Agreement or any Noteother document referred to herein; provided, however, that the release by Dartmouth in writing of Company in respect of any Company Obligation under this Agreement shall also operate to release Guarantor from its obligations hereunder in respect of such Company Obligation; (iiic) any change in the corporate existence, structure or ownership of the IssuerCompany, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer Company or its assets or any resulting release or discharge of any obligation of the Issuer contained in this Indenture or any NoteCompany Obligation; (ivd) the existence of any claim, set-off or other rights which the Guarantors Guarantor may have at any time against the IssuerCompany, the Trustee Dartmouth or any other Personcorporation, entity or person, whether in connection with this Indenture herewith or any unrelated transactions; transaction, provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (ve) any invalidity or unenforceability relating to or against the Issuer Company for any reason of this Indenture or any NoteAgreement, or any provision of applicable law or regulation purporting to prohibit the payment by Company of any Payment Obligation or the Issuer performance by Company of the principal any of or interest on any Note or any its other amount payable by the Issuer Company Obligations under this IndentureAgreement; or (vif) any other act or omission to act or delay of any kind by the IssuerCompany, the Trustee Dartmouth or any other Person corporation, entity or person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to the Guarantors’ Guarantor’s obligations hereunder.

Guaranty Unconditional. The obligations of the Guarantors hereunder are GUARANTOR under this Article 22 shall be unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by: (ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Issuer under this Indenture or any NoteLICENSEE OBLIGATION, by operation of law or otherwise; provided, however, that the release by LICENSORS in writing of LICENSEE in respect of any LICENSEE OBLIGATION under this AGREEMENT shall also operate to release GUARANTOR from its obligations hereunder in respect of such LICENSEE OBLIGATION; (iib) any modification or amendment of or supplement to this Indenture AGREEMENT or any Noteother document referred to herein; provided, however, that the release by LICENSORS in writing of LICENSEE in respect of any LICENSEE OBLIGATION under this AGREEMENT shall also operate to release GUARANTOR from its obligations hereunder in respect of such LICENSEE OBLIGATION; (iiic) any change in the corporate existence, structure or ownership of the IssuerLICENSEE, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer LICENSEE or its assets or any resulting release or discharge of any obligation of the Issuer contained in this Indenture or any NoteLICENSEE OBLIGATION; (ivd) the existence of any claim, set-off or other rights which the Guarantors GUARANTOR may have at any time against the IssuerLICENSEE, the Trustee any LICENSOR or any other Personcorporation, entity or person, whether in connection with this Indenture herewith or any unrelated transactions; transaction, provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (ve) any invalidity or unenforceability relating to or against the Issuer LICENSEE for any reason of this Indenture or any NoteAGREEMENT, or any provision of applicable law or regulation purporting to prohibit the payment by LICENSEE of any PAYMENT OBLIGATION or the Issuer performance by LICENSEE of the principal any of or interest on any Note or any its other amount payable by the Issuer LICENSEE OBLIGATIONS under this IndentureAGREEMENT; or (vif) any other act or omission to act or delay of any kind by the IssuerLICENSEE, the Trustee any LICENSOR or any other Person corporation, entity or person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to the Guarantors’ GUARANTOR’s obligations hereunder.

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

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

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

Guaranty Unconditional. The obligations of the Guarantors hereunder are Guarantor under the Parent Guaranty shall be unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by: (ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Issuer under this Indenture Agreement or any Note, by operation of law or otherwise; (iib) any modification or amendment of or supplement to this Indenture Agreement or any Note; (iiic) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Issuer under this Agreement or any Note; (d) any change in the corporate existence, structure or ownership of the Issuer, or any insolvency, bankruptcy, reorganization reorganization, "concordata" or other similar proceeding affecting the Issuer or its assets or any resulting release or discharge of any obligation of the Issuer contained in this Indenture Agreement or any Note; (ive) the existence of any claim, set-off or other rights which the Guarantors Guarantor may have at any time against the Issuer, the Trustee any Agent, any Purchaser or any other Person, whether in connection with this Indenture herewith or any unrelated transactions; , provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vf) any invalidity or unenforceability relating to or against the Issuer for any reason of this Indenture Agreement or any NoteNote or any other Financing Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer of the principal of or interest on any Note or any other amount payable by the Issuer it under this IndentureAgreement; or (vig) any other act or omission to act or delay of any kind by the Issuer, the Trustee any Agent, any Purchaser or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraphSection 9.02, constitute a legal or equitable discharge of or defense to the Guarantors’ Guarantor's obligations hereunder.

Guaranty Unconditional. The obligations of the Guarantors hereunder are TyCom under this Article 8 shall be unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by: (ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Issuer any Eligible Subsidiary under this Indenture Agreement or any its Note, by operation of law or otherwise; (iib) any modification or amendment of or supplement to this Indenture Agreement or any its Note; (iiic) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of any Eligible Subsidiary under this Agreement or its Note; (d) any change in the corporate existence, structure or ownership of the Issuerany Eligible Subsidiary, or any bankruptcy, insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer any Eligible Subsidiary or its assets or any resulting release or discharge of any obligation of the Issuer any Eligible Subsidiary contained in this Indenture Agreement or any its Note; (ive) the existence of any claim, set-off or other rights which the Guarantors TyCom may have at any time against the Issuerany Eligible Subsidiary, the Trustee Lender or any other Person, whether in connection with this Indenture Agreement or any unrelated transactions; , provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vf) any invalidity or unenforceability relating to or against the Issuer any Eligible Subsidiary for any reason of this Indenture Agreement or any its Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer any Eligible Subsidiary of the principal of or interest on any its Note or any other amount payable by the Issuer it under this IndentureAgreement; or (vig) any other act or omission to act or delay of any kind by the Issuerany Eligible Subsidiary, the Trustee Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraphSection 8.02, constitute a legal or equitable discharge of or defense to the Guarantors’ TyCom's obligations hereunder.

Guaranty Unconditional. The Subject to Section 10.07, the obligations of the Guarantors Guarantor hereunder are shall be unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by: (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Issuer Borrower under this Indenture Agreement or any Note, by operation of law or otherwise; (ii) any modification or amendment of or supplement to this Indenture Agreement or any Note; (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under this Agreement or any Note; (iv) any change in the corporate existence, structure or ownership of the IssuerBorrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer Borrower or its assets or any resulting release or discharge of any obligation of the Issuer Borrower contained in this Indenture Agreement or any Note; (ivv) the existence of any claim, set-off or other rights which the Guarantors Guarantor may have at any time against the IssuerBorrower, the Trustee any Agent, any Bank or any other Person, whether in connection with this Indenture herewith or any unrelated transactions; , provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vvi) any invalidity or unenforceability relating to or against the Issuer Borrower for any reason of this Indenture Agreement or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer Borrower of the principal of or interest on any Note or any other amount payable by the Issuer Borrower under this IndentureAgreement; or (vivii) any other act or omission to act or delay of any kind by the IssuerBorrower, the Trustee any Agent, any Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to the Guarantors’ Guarantor's obligations hereunder.

Guaranty Unconditional. The obligations of the Guarantors hereunder are Parent under this SECTION 11 shall be absolute, unconditional and absolute irrevocable and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by: (ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Issuer Company under this Indenture Agreement, any other Loan Document or any Noteapplicable Hedging Agreement, by operation of law or otherwise; (iib) any modification or amendment of or supplement to this Indenture Agreement, any other Loan Document or any Noteapplicable Hedging Agreement; (iiic) any release, impairment, non-perfection or invalidity of any other guaranty or of any direct or indirect security for any obligation of the Company under this Agreement, any other Loan Document or any applicable Hedging Agreement; (d) any change in the corporate existence, structure or ownership of the Issuer, Company or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer Company or its the Company's assets or any resulting release or discharge of any obligation of the Issuer Company contained in this Indenture Agreement, any other Loan Document or any Noteapplicable Hedging Agreement; (ive) the existence of any claim, set-off or other rights right which the Guarantors Parent may have at any time against the IssuerCompany, the Trustee either Agent, any Lender or any other Person, whether in connection with this Indenture herewith or any unrelated transactions; provided transaction, PROVIDED that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vf) any invalidity or unenforceability relating to or against the Issuer Company for any reason of this Indenture Agreement, any other Loan Document or any Noteapplicable Hedging Agreement, or any provision of any applicable law or regulation purporting to prohibit the payment by the Issuer Company of the principal of or interest on any Note Loan or any other amount payable by the Issuer Company under this IndentureAgreement, any other Loan Document or any applicable Hedging Agreement; or (vig) any other act or omission to act or delay of any kind by the IssuerCompany, the Trustee either Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to the Guarantors’ Parent's obligations as guarantor hereunder.

Guaranty Unconditional. The Each Guarantor acknowledges and agrees that no change in the nature or terms of the Guaranteed Obligations or any of the agreements, instruments, or contracts evidencing, related to or attendant with the 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 such Guarantor pursuant to this Guaranty; it being the Guarantors purpose and intent of each Guarantor and the Secured Parties that, to the extent not prohibited by applicable law, the covenants, agreements and all liabilities and obligations of each Guarantor hereunder are unconditional absolute, unconditional, and absolute and, without irrevocable under any and all circumstances. Without limiting the generality of the foregoing, will each Guarantor agrees that until Security Termination, such Guarantor’s undertakings hereunder shall not be released, discharged in whole or otherwise affected by: (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Issuer under this Indenture or any Notepart, by operation of law any action or otherwise; (ii) any modification or amendment of or supplement to this Indenture or any Note; (iii) any change in the corporate existence, structure or ownership of the Issuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer or its assets or any resulting release or discharge of any obligation of the Issuer contained in this Indenture or any Note; (iv) the existence of any claim, set-off or other rights which the Guarantors may have at any time against the Issuer, the Trustee or any other Person, whether in connection with this Indenture or any unrelated transactions; provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (v) any invalidity or unenforceability relating to or against the Issuer for any reason of this Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer of the principal of or interest on any Note or any other amount payable by the Issuer under this Indenture; or (vi) any other act or omission to act or delay of any kind by the Issuer, the Trustee or any other Person or any other circumstance whatsoever thing which might, but for the provisions this paragraph of this paragraphGuaranty, constitute be deemed a legal or equitable discharge of a surety or guarantor, or by reason of any waiver, omission of the Secured Parties, or any of them, or their failure to proceed promptly or otherwise, or by reason of any action taken or omitted by the Secured 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, such Guarantor or by reason of any further dealings between the Borrower, 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 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 Guarantors’ obligations hereunderforegoing acts, omissions, things, agreements, or waivers.

Guaranty Unconditional. The obligations of the Guarantors hereunder are Sonus Corp. under this Article 8 shall be unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by: (ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Issuer Borrower under this Indenture or any Note, Loan Document by operation of law or otherwise; (iib) any modification or amendment of or supplement to this Indenture or any NoteLoan Document; (iiic) any modification, amendment, waiver, release, impairment, non-perfection or invalidity of any direct or indirect security, or of any guarantee or other liability of any third party, for any obligation of the Borrower under any Loan Document; (d) any change in the corporate existence, structure or ownership of the Issuer, Borrower or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer Borrower, or its assets or any resulting release or discharge of any obligation of the Issuer Borrower contained in this Indenture or any NoteLoan Document; (ive) the existence of any claim, set-off or other rights which the Guarantors Sonus Corp. may have at any time against the IssuerBorrower, the Trustee Lender or any other Person, whether or not arising in connection with this Indenture Agreement or any other Loan Document or any unrelated transactions; , provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vf) any invalidity or unenforceability relating to or against the Issuer Borrower for any reason of this Indenture or any NoteLoan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer Borrower of the principal of or interest on any the Note or any other amount payable by the Issuer it under this IndentureAgreement or any other Loan Document; or (vig) any other act or omission to act or delay of any kind by the IssuerBorrower, the Trustee Lender or any other Person or any other circumstance whatsoever which that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to the Guarantors’ obligations hereunderof Sonus Corp. under this Article 8.

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

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

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

Guaranty Unconditional. The Company’s obligations of the Guarantors with respect to its Guarantied Obligations hereunder are shall be unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by: (ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Issuer any Designated Borrower under this Indenture Agreement or any Note, by operation of law or otherwise; (iib) any modification or amendment of or supplement to this Indenture Agreement or any Note; (iiic) any change in the corporate existence, structure or ownership of the Issuerany Designated Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer any Designated Borrower or its assets or any resulting release or discharge of any obligation of the Issuer any Designated Borrower contained in this Indenture Agreement or any Note; (ivd) the existence of any claim, set-off or other rights which the Guarantors Company may have at any time against the Issuerany Designated Borrower, the Trustee Administrative Agent, any Lender or any other Person, whether in connection with this Indenture herewith or any unrelated transactions; provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (ve) any invalidity or unenforceability relating to or against the Issuer any Designated Borrower for any reason of this Indenture Agreement or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer any Designated Borrower of the principal of or interest on any Note or any other amount payable by the Issuer it under this IndentureAgreement; or (vif) any other act or omission to act or delay of any kind by the Issuerany Designated Borrower, the Trustee Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to the Guarantors’ Company’s obligations hereunderhereunder (other than payment in full of the Guarantied Obligations).

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

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

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

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

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

Guaranty Unconditional. The obligations of the Guarantors hereunder are Guarantor under this Article IX shall be irrevocable, unconditional and absolute and, without limiting the generality of the foregoing, will foregoing shall not be released, discharged or otherwise affected byby the occurrence, one or more times, of any of the following: (ia) any extension, renewal, settlement, compromise, waiver or release in respect of to the Guaranteed Obligations under any obligation of the Issuer under this Indenture agreement or any Noteinstrument, by operation of law or otherwise; (iib) any modification or amendment of or supplement to this Indenture Agreement, any other Loan Document, or any Noteagreement or instrument evidencing or relating to the Guaranteed Obligations; (iiic) any release, non-perfection or invalidity of any direct or indirect security for the Guaranteed Obligations under any agreement or instrument evidencing or relating to any of the Guaranteed Obligations; (d) any change in the corporate existence, structure or ownership of any Obligor (other than the Issuer, Borrower) or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Obligor (other than the Issuer Borrower) or its assets or any resulting release or discharge of any obligation of any Obligor (other than the Issuer Borrower) contained in this Indenture any agreement or instrument evidencing or relating to any Noteof the Guaranteed Obligations; (ive) the existence of any claim, set-off or other rights which the Guarantors Guarantor may have at any time against any Obligor (other than the IssuerBorrower), the Trustee Administrative Agent, any Lender, any Affiliate of any Lender or any other Person, whether in connection with this Indenture herewith or any unrelated transactions; provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (v) any invalidity or unenforceability relating to or against the Issuer for any reason of this Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer of the principal of or interest on any Note or any other amount payable by the Issuer under this Indenture; or (vi) any other act or omission to act or delay of any kind by the Issuer, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to the Guarantors’ obligations hereunder.

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

Guaranty Unconditional. The obligations of the Guarantors Guarantor hereunder are shall be absolute, continuing and unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by: (i) any extension, renewal, compromise, settlement, compromisesubstitution, exchange, waiver or release in respect of any obligation of the Issuer obligations of any other Obligor under this Indenture or any Note, by operation of law or otherwisethe Financing Documents; (ii) any amendment, modification or amendment of or supplement to the Note, this Indenture Guaranty or any Noteother Loan Document; (iii) any failure to perfect a lien, if any, granted by any of the Financing Documents with respect to any collateral for the Loan, the release in whole or in part of any such lien or the release, substitution or exchange of any collateral for the Loan; (iv) any change in the corporate existencestructure, structure existence or ownership of the IssuerBorrower, or the filing or entry of a final order in any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer Borrower or its assets or releasing any resulting release or discharge Obligor from any of its obligations under any obligation of the Issuer contained in this Indenture or any NoteFinancing Documents; (ivv) the existence of any claim, set-off or other rights right which the Guarantors Guarantor may have at any time against the IssuerBorrower, the Trustee Bank or any other PersonObligor, whether in connection with this Indenture arising from the execution of any of the Financing Documents or any unrelated transactions; otherwise, provided that nothing contained herein prevents shall prevent the assertion of any such a claim by in a separate suit or compulsory counterclaimsuit; (vvi) any invalidity or unenforceability relating to or against the Issuer unenforceability, for any reason reason, of this Indenture any of the obligations of any other Obligor under any of the Financing Documents; (vii) the failure of Bank (A) to file or enforce a claim against any Noteother Obligor (or its estate in a bankruptcy or other proceeding), (B) to give notice of the creation or incurrence by any other Obligor of any new or additional indebtedness or obligation under the Financing Documents, (C) to commence any action against any Obliger, or (D) to proceed with due diligence to collect any provision of applicable law or regulation purporting amount due to prohibit the payment by the Issuer it under any of the principal of Financing Documents or interest on to realize upon any Note or any other amount payable by collateral for the Issuer under this IndentureLoan; or (viviii) any other act or omission act, failure to act or delay of any kind by the IssuerBorrower, the Trustee or any other Person Obligor or any other circumstance whatsoever Bank which might, but for the provisions of this paragraphSection 3, constitute a legal or equitable discharge of or defense to the Guarantors’ Guarantor's obligations hereunder.

Guaranty Unconditional. The Guarantor acknowledges and agrees that no change in the nature or terms of the Obligations or any of the Guaranteed Agreements, or other agreements, instruments or contracts evidencing, related to or attendant with the Obligations (including any novation), shall discharge all or any part of the liabilities and obligations of the Guarantors Guarantor pursuant to this Guaranty; it being the purpose and intent of the Guarantor and the Credit Parties that the covenants, agreements and all liabilities and obligations of the Guarantor hereunder are absolute, unconditional and absolute and, without irrevocable under any and all circumstances. Without limiting the generality of the foregoing, will the Guarantor agrees that until each and every one of the covenants and agreements of this Guaranty is fully performed, the Guarantor's undertakings hereunder shall not be released, discharged in whole or otherwise affected by: (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Issuer under this Indenture or any Notepart, by operation of law any action or otherwise; (ii) any modification or amendment of or supplement to this Indenture or any Note; (iii) any change in the corporate existence, structure or ownership of the Issuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer or its assets or any resulting release or discharge of any obligation of the Issuer contained in this Indenture or any Note; (iv) the existence of any claim, set-off or other rights which the Guarantors may have at any time against the Issuer, the Trustee or any other Person, whether in connection with this Indenture or any unrelated transactions; provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (v) any invalidity or unenforceability relating to or against the Issuer for any reason of this Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer of the principal of or interest on any Note or any other amount payable by the Issuer under this Indenture; or (vi) any other act or omission to act or delay of any kind by the Issuer, the Trustee or any other Person or any other circumstance whatsoever thing which might, but for the provisions this paragraph of this paragraphGuaranty, constitute be deemed a legal or equitable discharge of a surety or guarantor, or by reason of any waiver, omission of the Credit Parties, or any of them, or their failure to proceed promptly or otherwise, or by reason of any action taken or omitted by the Credit 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 between the Borrower on the one hand and the Credit 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 based upon, and shall be deemed to have consented to, any of the Guarantors’ obligations hereunderforegoing acts, omissions, things, agreements or waivers.

Guaranty Unconditional. The obligations of the Guarantors hereunder are Parent under this Article IX amend and restate the Parent's guaranty under the Existing Credit Agreement and shall be construed as a continuing, absolute, unconditional and absolute and, without limiting irrevocable guaranty of payment and shall remain in full force and effect until all the generality Guaranteed Obligations have been indefeasibly paid in full in cash and all Commitments shall have permanently terminated. The Parent guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the foregoingagreement, will not instrument or document under which they arise, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any of the Lenders with respect thereto. The liability of the Parent hereunder shall be released, discharged or otherwise affected byabsolute and unconditional irrespective of: (ia) any extensionlack of validity, renewallegality or enforceability of this Agreement, settlementthe Notes, compromise, waiver or release in respect of any obligation of the Issuer under this Indenture Rate Protection Agreement with a Lender or any Note, by operation of law other Loan Document or otherwiseany other agreement or instrument relating to any thereof; (ii) any modification or amendment of or supplement to this Indenture or any Note; (iiib) any change in the corporate existencetime, structure manner or ownership place of payment of, or in any other term of, all or any of the IssuerGuaranteed Obligations, or any insolvencycompromise, bankruptcyrenewal, reorganization extension, acceleration or other similar proceeding affecting the Issuer or its assets release with respect thereto, or any resulting release other amendment or discharge waiver of any obligation of the Issuer contained in this Indenture or any Noteconsent to departure from this Agreement, the Notes, any Rate Protection Agreement with a Lender or any other Loan Document; (ivc) the existence any addition, exchange, release or non-perfection of any claim, set-off or other rights which the Guarantors may have at any time against the Issuer, the Trustee or any other Person, whether in connection with this Indenture or any unrelated transactions; provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (v) any invalidity or unenforceability relating to or against the Issuer for any reason of this Indenture or any Notecollateral, or any provision of applicable law release or regulation purporting to prohibit amendment or waiver of (d) the payment by the Issuer failure of the principal of or interest on any Note Agent or any other amount payable by the Issuer under this Indenture; or (vi) any other act or omission to act or delay of any kind by the Issuer, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to the Guarantors’ obligations hereunder.Lender

Guaranty Unconditional. The obligations of the Guarantors Guarantor hereunder are shall be unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by: (ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any Obligor under any of the Issuer under this Indenture or any NoteFacility Documents, by operation of law or otherwise; (iib) any modification or amendment of or supplement to this Indenture Agreement, any Note or any Noteof the other Facility Documents, including, without limitation, any increase in the principal amount of the Advances; (iiic) any release, non-perfection or invalidity of any direct or indirect security herefor or for, or any other guarantee of, any of the Guaranteed Obligations; (d) any change in the corporate existence, structure or ownership of any of the IssuerObligors, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any of the Issuer Obligors or its any of their assets or any resulting release or discharge of any obligation of the Issuer any Obligor contained in this Indenture Agreement or any Note; (ive) the existence of any claim, set-off or other rights which the Guarantors Guarantor may have at any time against the Issuer, the Trustee Borrower or any other Person, whether in connection herewith or with this Indenture or any unrelated transactions; , provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vf) any invalidity or unenforceability relating to or against the Issuer any Obligor for any reason of this Indenture or any Noteof the Facility Documents, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer Borrower of the principal of or interest on any Note the Advances or any other amount payable by it under the Issuer under this IndentureFacility Documents; or (vig) any other act or omission to act or delay of any kind by the Issuer, the Trustee any Obligor or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to the Guarantors’ Guarantor's obligations hereunder. In addition, the obligations of the Guarantor hereunder are joint and several with the obligations of each other guarantor or obligor in respect of the Guaranteed Obligations.

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

Guaranty Unconditional. The obligations of the Guarantors each Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by: (i1) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Issuer Issuers under this Indenture or any Note, by operation of law or otherwise; (ii2) any modification or amendment of or supplement to this Indenture or any Note; (iii3) any change in the corporate existence, structure or ownership of the IssuerIssuers, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer Issuers or its their assets or any resulting release or discharge of any obligation of the Issuer Issuers contained in this Indenture or any Note; (iv4) the existence of any claim, set-off or other rights which the Guarantors Guarantor may have at any time against the IssuerIssuers, the Trustee or any other Person, whether in connection with this Indenture or any unrelated transactions; , provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (v5) any invalidity or unenforceability relating to or against the Issuer Issuers for any reason of this Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer Issuers of the principal of or interest on any Note or any other amount payable by the Issuer Issuers under this Indenture; or (vi6) any other act or omission to act or delay of any kind by the IssuerIssuers, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraphSection 10.02, constitute a legal or equitable discharge of or defense to the Guarantors’ such Guarantor’s obligations hereunder.

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

Guaranty Unconditional. The obligations of the Guarantors each Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by: (i1) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Issuer Company under this Indenture Indenture, any Security Document or any Note, by operation of law or otherwise; (ii2) any modification or amendment of or supplement to this Indenture Indenture, any Security Document or any Note; (iii3) any change in the corporate existence, structure or ownership of the IssuerCompany, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer Company or its assets or any resulting release or discharge of any obligation of the Issuer Company contained in this Indenture Indenture, any Security Document or any Note; (iv4) the existence of any claim, set-off or other rights which the Guarantors Guarantor may have at any time against the IssuerCompany, the Trustee or any other Person, whether in connection with this Indenture or any unrelated transactions; , provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (v5) any invalidity or unenforceability relating to or against the Issuer Company for any reason of this Indenture Indenture, any Security Document or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer Company of the principal of or interest on any Note or any other amount payable by the Issuer Company under this Indenture; or (vi6) any other act or omission to act or delay of any kind by the IssuerCompany, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to such Guarantor’s obligations hereunder other than indefeasible payment in full of the Guarantors’ obligations hereunderobligations.

Guaranty Unconditional. The To the extent permitted by applicable law, the obligations of the Guarantors hereunder Parent Guarantor under this Section I(e) are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by: (i1) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Issuer Company under this the Indenture or any Note, by operation of law or otherwise; (ii2) any modification or amendment of or supplement to this the Indenture or any Note; (iii3) any change in the corporate existence, structure or ownership of the IssuerCompany, or any insolvency, bankruptcy, reorganization reorganization, plan of arrangement or other similar proceeding affecting the Issuer Company or its assets or any resulting release or discharge of any obligation of the Issuer Company contained in this the Indenture or any Note; (iv4) the existence of any claim, set-off or other rights which any of the Guarantors Parent Guarantor may have at any time against the IssuerCompany, the Trustee or any other Personperson, whether in connection with this the Indenture or any unrelated transactions; provided , provided, that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (v5) any invalidity or unenforceability relating to or against the Issuer Company for any reason of this the Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer Company of the principal of or interest on any Note or any other amount payable by the Issuer Company under this the Indenture; or; (vi6) any other act or omission to act or delay of any kind by the IssuerCompany, the Trustee or any other Person person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to any of the Guarantors’ Parent Guarantor’s obligations hereunderunder this Section I(e); or (7) any defenses (other than full and unconditional payment) or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Section I(e) or the Indenture.

Guaranty Unconditional. The obligations of the Guarantors each Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by: (i1) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Issuer Issuers under this Indenture or any Note, by operation of law or otherwise; (ii2) any modification or amendment of or supplement to this Indenture or any Note; (iii3) any change in the corporate existence, structure or ownership of the IssuerIssuers, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer Issuers or its their assets or any resulting release or discharge of any obligation of the Issuer Issuers contained in this Indenture or any Note; (iv4) the existence of any claim, set-off or other rights which the Guarantors Guarantor may have at any time against the IssuerIssuers, the Trustee Trustee, the Securities Administrator or any other Person, whether in connection with this Indenture or any unrelated transactions; , provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (v5) any invalidity or unenforceability relating to or against the Issuer Issuers for any reason of this Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer Issuers of the principal of or interest on any Note or any other amount payable by the Issuer Issuers under this Indenture; or (vi6) any other act or omission to act or delay of any kind by the IssuerIssuers, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to the Guarantors’ such Guarantor’s obligations hereunder.

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

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

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

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

Guaranty Unconditional. The obligations ▇▇▇▇▇▇▇▇▇ agrees that this Guaranty is one of payment and performance and not of collection. Guarantor agrees that the enforceability of this Guaranty shall not be affected by (a) the bankruptcy, insolvency, liquidation or inability to pay of Buyer or CNOTP; (b) the failure of Seller or any of their respective Affiliates to assert any claim to enforce any right or remedy against Buyer or CNOTP; (c) any change in the time, place, or manner of payment or performance of any of the Guarantors hereunder are unconditional and absolute and, without limiting the generality Guaranteed Obligations or any amendment or modification of any of the foregoing, will not be released, discharged terms or otherwise affected by: provisions of the Purchase Agreement; (id) any change in the structure or ownership of Guarantor, Buyer, CNOTP or Seller or the assignment by Buyer or CNOTP of the Purchase Agreement pursuant to Section 14.05 thereof; (e) the adequacy of any other means Seller or their respective Affiliates may have of obtaining payment or performance of the Guaranteed Obligations; (f) any acceleration, extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Issuer under this Indenture or any Note, Guaranteed Obligation by operation of law Law or otherwise; ; (iig) the invalidity or unenforceability, in whole or in part, of the Purchase Agreement; or (h) any modification or amendment of or supplement other act, omission to this Indenture or any Note; (iii) any change in the corporate existenceact, structure or ownership of the Issuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer or its assets or any resulting release or discharge delay of any obligation of the Issuer contained in this Indenture or kind by any Note; (iv) the existence of any claim, set-off or other rights which the Guarantors may have at any time against the Issuer, the Trustee Party or any other Person, whether in connection with this Indenture or any unrelated transactions; provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (v) any invalidity or unenforceability relating to or against the Issuer for any reason of this Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer of the principal of or interest on any Note or any other amount payable by the Issuer under this Indenture; or (vi) any other act or omission to act or delay of any kind by the Issuer, the Trustee or any other Person or any other circumstance whatsoever which that might, but for the provisions of this paragraphSection, constitute a legal or equitable discharge of or defense to the Guarantors’ obligations of Guarantor hereunder.