Common use of Guaranty Unconditional Clause in Contracts

Guaranty Unconditional. The obligations of the Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by 12.2.1 any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under the Indenture or any Security, by operation of law or otherwise; 12.2.2 any modification or amendment of or supplement to the Indenture or any Security; 12.2.3 any change in the corporate existence, structure or ownership of the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the Company contained in the Indenture or any Security; 12.2.4 the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Company, the Trustee or any other Person, whether in connection with the Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; 12.2.5 any invalidity or unenforceability relating to or against the Company for any reason of the Indenture or any Security, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of or interest on any Security or any other amount payable by the Company under the Indenture; or 12.2.6 any other act or omission to act or delay of any kind by the 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 such Guarantor’s obligations hereunder.

Guaranty Unconditional. The obligations of the Guarantor 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: 12.2.1 (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company Borrower under the Indenture this Agreement or any SecurityNote, by operation of law or otherwise; 12.2.2 (ii) any modification or amendment of or supplement to the Indenture this Agreement or any SecurityNote; 12.2.3 (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 CompanyBorrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company Borrower or its assets or any resulting release or discharge of any obligation of the Company Borrower contained in the Indenture this Agreement or any SecurityNote; 12.2.4 (v) the existence of any claim, set-off or other rights which the Guarantor Company may have at any time against the CompanyBorrower, the Trustee Agent, any Bank or any other Person, whether in connection with the 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; 12.2.5 (vi) any invalidity or unenforceability relating to or against the Company Borrower for any reason of the Indenture this Agreement or any SecurityNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Company Borrower of the principal of or interest on any Security Note or any other amount payable by the Company it under the Indenturethis Agreement; or 12.2.6 (vii) any other act or omission to act or delay of any kind by the CompanyBorrower, 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 such Guarantor’s the Company's obligations hereunder.

Guaranty Unconditional. The obligations of the each Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by: 12.2.1 (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under the this Indenture or any SecurityNote, by operation of law or otherwise; 12.2.2 (ii) any modification or amendment of or supplement to the this Indenture or any SecurityNote; 12.2.3 (iii) any change in the corporate existence, structure or ownership of the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the Company contained in the this Indenture or any SecurityNote; 12.2.4 (iv) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Company, the Trustee or any other Person, whether in connection with the Indenture or any unrelated transactions, ; provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; 12.2.5 (v) any invalidity or unenforceability relating to or against the Company for any reason of the this Indenture or any SecurityNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of or interest on any Security Note or any other amount payable by the Company under the Indenture; or 12.2.6 (vi) any other act or omission to act or delay of any kind by the 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 such Guarantor’s obligations hereunder.

Guaranty Unconditional. The obligations of the each Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by 12.2.1 (1) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under the Indenture or any SecurityNote, by operation of law or otherwise; 12.2.2 (2) any modification or amendment of or supplement to the Indenture or any SecurityNote; 12.2.3 (3) any change in the corporate existence, structure or ownership of the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the Company contained in the Indenture or any SecurityNote; 12.2.4 (4) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Company, the Trustee or any other Person, whether in connection with the Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; 12.2.5 (5) any invalidity or unenforceability relating to or against the Company for any reason of the Indenture or any SecurityNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of or interest on any Security Note or any other amount payable by the Company under the Indenture; or 12.2.6 (6) any other act or omission to act or delay of any kind by the 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 such Guarantor’s obligations hereunder.

Guaranty Unconditional. The obligations of the each Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by 12.2.1 (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under the this Indenture or any SecurityNote, by operation of law or otherwise; 12.2.2 (b) any modification or amendment of or supplement to the this Indenture or any SecurityNote; 12.2.3 (c) any change in the corporate existence, structure or ownership of the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the Company contained in the this Indenture or any SecurityNote; 12.2.4 (d) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Company, the Trustee or any other Person, whether in connection with the this Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; 12.2.5 (e) any invalidity or unenforceability relating to or against the Company for any reason of the this Indenture or any SecurityNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of or interest on any Security Note or any other amount payable by the Company under the this Indenture; or 12.2.6 (f) any other act or omission to act or delay of any kind by the 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 such Guarantor’s obligations hereunder.

Guaranty Unconditional. The obligations of the each Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected (except in accordance with Section 10.09) by 12.2.1 (1) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under the Indenture or any SecurityNote, by operation of law or otherwise; 12.2.2 (2) any modification or amendment of or supplement to the Indenture or any SecurityNote; 12.2.3 (3) any change in the corporate existence, structure or ownership of the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the Company contained in the Indenture or any SecurityNote; 12.2.4 (4) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Company, the Trustee or any other Person, whether in connection with the Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; 12.2.5 (5) any invalidity or unenforceability relating to or against the Company for any reason of the Indenture or any SecurityNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of or interest on any Security Note or any other amount payable by the Company under the Indenture; or 12.2.6 (6) any other act or omission to act or delay of any kind by the 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 such Guarantor’s obligations hereunder.

Guaranty Unconditional. The obligations of the each Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by 12.2.1 (1) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under the this Indenture or any SecurityNote, by operation of law or otherwise; 12.2.2 (2) any modification or amendment of or supplement to the this Indenture or any SecurityNote; 12.2.3 (3) any change in the corporate existence, structure or ownership of the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the Company contained in the this Indenture or any SecurityNote; 12.2.4 (4) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Company, the Trustee or any other Person, whether in connection with the this Indenture or any unrelated transactions, ; provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; 12.2.5 (5) any invalidity or unenforceability relating to or against the Company for any reason of the this Indenture or any SecurityNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of or interest on any Security Note or any other amount payable by the Company under the this Indenture; or 12.2.6 (6) any other act or omission to act or delay of any kind by the Company, 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 such Guarantor’s obligations hereunder.

Guaranty Unconditional. The obligations of the each Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by 12.2.1 (1) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under the this Indenture or any SecurityNote, by operation of law or otherwise; 12.2.2 (2) any modification or amendment of or supplement to the this Indenture or any SecurityNote; 12.2.3 (3) any change in the corporate existence, structure or ownership of the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the Company contained in the this Indenture or any SecurityNote; 12.2.4 (4) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Company, the Trustee or any other Person, whether in connection with the this Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; 12.2.5 (5) any invalidity or unenforceability relating to or against the Company for any reason of the this Indenture or any SecurityNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of or interest on any Security Note or any other amount payable by the Company under the this Indenture; or 12.2.6 (6) any other act or omission to act or delay of any kind by the 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 such Guarantor’s obligations hereunder.

Guaranty Unconditional. The obligations of the each Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by 12.2.1 (1) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under the Indenture or any SecurityNote, by operation of law or otherwise; 12.2.2 (2) any modification or amendment of or supplement to the Indenture or any SecurityNote; 12.2.3 (3) any change in the corporate existence, structure or ownership of the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the Company contained in the Indenture or any SecurityNote; 12.2.4 (4) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Company, the Trustee or any other Person, whether in connection with the Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; 12.2.5 (5) any invalidity or unenforceability relating to or against the Company for any reason of the Indenture or any SecurityNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of or interest on any Security Note or any other amount payable by the Company under the Indenture; or 12.2.6 (6) any other act or omission to act or delay of any kind by the Company, 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 such Guarantor’s obligations hereunder.

Guaranty Unconditional. The obligations of the each Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by 12.2.1 (1) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under the Indenture or any SecurityNote, by operation of law or otherwise; 12.2.2 (2) any modification or amendment of or supplement to the Indenture or any SecurityNote; 12.2.3 (3) any change in the corporate existence, structure or ownership of the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the Company contained in the Indenture or any SecurityNote; 12.2.4 (4) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Company, the Trustee or any other Person, whether in connection with the Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; 12.2.5 (5) any invalidity or unenforceability relating to or against the Company for any reason of the Indenture or any SecurityNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of or interest on any Security Note or any other amount payable by the Company under the Indenture; or 12.2.6 (6) any other act or omission to act or delay of any kind by the 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 such Guarantor’s 's obligations hereunder.

Guaranty Unconditional. The obligations of the each Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by 12.2.1 (1) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under the Indenture or any SecurityNote, by operation of law or otherwise; 12.2.2 (2) any modification or amendment of or supplement to the Indenture or any SecurityNote; 12.2.3 (3) any change in the corporate existence, structure or ownership of the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the Company contained in the Indenture or any SecurityNote; 12.2.4 (4) the existence of any claim, set-off set‑off or other rights which the Guarantor may have at any time against the Company, the Trustee or any other Person, whether in connection with the Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; 12.2.5 (5) any invalidity or unenforceability relating to or against the Company for any reason of the Indenture or any SecurityNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of or interest on any Security Note or any other amount payable by the Company under the Indenture; or 12.2.6 (6) any other act or omission to act or delay of any kind by the 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 such Guarantor’s 's obligations hereunder.

Guaranty Unconditional. The Subject to Section 9.05, the joint and several obligations of the each Guarantor hereunder are shall be unconditional and absolute and, without limiting the generality of the foregoing, will each Guarantor shall not be released, discharged or otherwise affected by: 12.2.1 (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company any other Borrower under the Indenture or any SecurityFinancing Document, by operation of law or otherwise; 12.2.2 (ii) any modification or amendment of or supplement to the Indenture or any SecurityFinancing Document; 12.2.3 (iii) any release, non-perfection or invalidity of any direct or indirect security for any obligation of any other Borrower under any Financing Document; (iv) any change in the corporate existence, structure or ownership of the Company, any other Borrower or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company any other Borrower or its assets or any resulting release or discharge of any obligation of the Company any other Borrower contained in the Indenture or any SecurityFinancing Document; 12.2.4 (v) the existence of any claim, defense, set-off or other rights which the such Guarantor may have at any time against the Companyany other Borrower, the Trustee any Agent, any Bank or any other Person, whether in connection with the 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; 12.2.5 any invalidity or unenforceability relating to or against the Company for any reason of the Indenture or any Security, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of or interest on any Security or any other amount payable by the Company under the Indenture; or 12.2.6 (vi) any other act or omission to act or delay of any kind by the Companyany other Borrower, 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 such Guarantor’s 's obligations hereunder.

Guaranty Unconditional. The obligations of the each Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by: 12.2.1 (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under the Indenture or any SecurityNote, by operation of law or otherwise; 12.2.2 (b) any modification or amendment of or supplement to the Indenture or any SecurityNote; 12.2.3 (c) any change in the corporate existence, structure or ownership of the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the Company contained in the Indenture or any SecurityNote; 12.2.4 (d) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Company, the Trustee or any other Person, whether in connection with the Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; 12.2.5 (e) any invalidity or unenforceability relating to or against the Company for any reason of the Indenture or any SecurityNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of or interest on any Security Note or any other amount payable by the Company under the Indenture; or 12.2.6 (f) any other act or omission to act or delay of any kind by the Company, 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 such Guarantor’s obligations hereunder.

Guaranty Unconditional. The obligations of the each Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, will not be released, discharged or otherwise affected by 12.2.1 (1) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under the Indenture or any SecurityNote, by operation of law or otherwise; 12.2.2 (2) any modification or amendment of or supplement to the Indenture or any SecurityNote; 12.2.3 (3) any change in the corporate existence, structure or ownership of the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the Company contained in the Indenture or any SecurityNote; 12.2.4 (4) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Company, the Trustee or any other Person, whether in connection with the Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; 12.2.5 (5) any invalidity or unenforceability relating to or against the Company for any reason of the Indenture or any SecurityNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of or interest on any Security Note or any other amount payable by the Company under the Indenture; or 12.2.6 (6) any other act or omission to act or delay of any kind by the 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 such Guarantor’s obligations hereunder.

Guaranty Unconditional. The obligations of the each Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by 12.2.1 (1) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under the Indenture or any SecurityNote, by operation of law or otherwise; 12.2.2 (2) any modification or amendment of or supplement to the Indenture or any SecurityNote; 12.2.3 (3) any change in the corporate existence, structure or ownership of the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the Company contained in the Indenture or any SecurityNote; 12.2.4 (4) the existence of any claim, set-off set‑off or other rights which the Guarantor may have at any time against the Company, the Trustee or any other Person, whether in connection with the Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; 12.2.5 (5) any invalidity or unenforceability relating to or against the Company for any reason of the Indenture or any SecurityNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of or interest on any Security Note or any other amount payable by the Company under the Indenture; or 12.2.6 (6) any other act or omission to act or delay of any kind by the Company, 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 such Guarantor’s obligations hereunder.

Guaranty Unconditional. The obligations of the each Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by 12.2.1 (1) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under the this Indenture or any SecurityNote, by operation of law or otherwise; 12.2.2 (2) any modification or amendment of or supplement to the this Indenture or any SecurityNote; 12.2.3 (3) any change in the corporate existence, structure or ownership of the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the Company contained in the this Indenture or any SecurityNote; 12.2.4 (4) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Company, the Trustee or any other Person, whether in connection with the this Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; 12.2.5 (5) any invalidity or unenforceability relating to or against the Company for any reason of the this Indenture or any SecurityNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of or interest on any Security Note or any other amount payable by the Company under the this Indenture; or 12.2.6 (6) any other act or omission to act or delay of any kind by the 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 such Guarantor’s obligations hereunder, other than payment in full of the principal of, premium, if any, and interest on the Notes and all other amounts payable by the Company under this Indenture.

Guaranty Unconditional. The obligations of the Guarantor hereunder are Parent under this Article XII shall be continuing, unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by: 12.2.1 (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under the Indenture or any SecurityGuaranteed Obligation, by operation of law or otherwise; 12.2.2 (b) any modification or amendment of or supplement to the Indenture or any SecurityLoan Document; 12.2.3 (c) any modification, amendment, waiver, release, non-perfection or invalidity of any direct or indirect security, or of any guaranty or other liability of any third party, for any Guaranteed Obligation; -120- 131 (d) any change in the corporate existence, structure or ownership of the CompanyCompany or any Subsidiary, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or any Subsidiary or its assets or any resulting release or discharge of any obligation of the Company contained in the Indenture or any SecurityGuaranteed Obligation; 12.2.4 (e) the existence of any claim, set-off setoff or other rights right which the Guarantor Parent may have at any time against the Company, the Trustee Administrative Agent, any Lender or any other Person, whether or not arising in connection with the Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaimLoan Documents; 12.2.5 (f) any invalidity or unenforceability relating to or against the Company or any Subsidiary for any reason of the Indenture whole or any Securityprovision of any Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment or performance by the Company of the principal of or interest on any Security or any other amount payable by the Company under the IndentureGuaranteed Obligations; or 12.2.6 (g) any other act or omission of any kind to act or delay of any kind by the Company, any Subsidiary, the Trustee Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which that might, but for the provisions of this paragraphSection 12.2, constitute a legal or equitable discharge of or defense to such Guarantor’s the obligations hereunderof Parent under this Article XII.

Guaranty Unconditional. The obligations of the each Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by: 12.2.1 (1) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company Issuer under the Indenture or any SecurityNote, by operation of law or otherwise; 12.2.2 (2) any modification or amendment of or supplement to the Indenture or any SecurityNote; 12.2.3 (3) any change in the corporate existence, structure or ownership of the CompanyIssuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company Issuer or its assets or any resulting release or discharge of any obligation of the Company Issuer contained in the Indenture or any SecurityNote; 12.2.4 (4) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the CompanyIssuer, the Trustee or any other Person, whether in connection with the Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; 12.2.5 (5) any invalidity or unenforceability relating to or against the Company Issuer for any reason of the Indenture or any SecurityNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Company Issuer of the principal of or interest on any Security Note or any other amount payable by the Company Issuer under the Indenture; or 12.2.6 (6) any other act or omission to act or delay of any kind by the CompanyIssuer, 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 such Guarantor’s obligations hereunder.

Guaranty Unconditional. The obligations of the each Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, will not be released, discharged or otherwise affected by 12.2.1 (1) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under the this Indenture or any SecurityNote, by operation of law or otherwise; 12.2.2 (2) any modification or amendment of or supplement to the this Indenture or any SecurityNote; 12.2.3 (3) any change in the corporate existence, structure or ownership of the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the Company contained in the this Indenture or any SecurityNote; 12.2.4 (4) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Company, the Trustee or any other Person, whether in connection with the this Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; 12.2.5 (5) any invalidity or unenforceability relating to or against the Company for any reason of the this Indenture or any SecurityNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of or interest on any Security Note or any other amount payable by the Company under the this Indenture; or 12.2.6 (6) any other act or omission to act or delay of any kind by the 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 such Guarantor’s obligations hereunder.

Guaranty Unconditional. The obligations of the Guarantor Ligand 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: 12.2.1 (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company Seller under the Indenture or any Securitythis Agreement, by operation of law or otherwise; 12.2.2 (b) any modification or amendment of or supplement to this Agreement or the Indenture or any SecurityEnabling Agreements; 12.2.3 (c) any change in the corporate existence, structure or ownership of the CompanySeller, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company Seller or its assets or any resulting release or discharge of any obligation of the Company Seller contained in the Indenture or any Securitythis Agreement; 12.2.4 (d) the existence of any claim, set-off or other rights which the Guarantor Ligand may have at any time against the Company, the Trustee or any other Person, whether in connection with the Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaimSeller; 12.2.5 (e) any invalidity or unenforceability relating to or against the Company Seller for any reason of the Indenture or any Securitythis Agreement, or any provision of applicable law or regulation purporting to prohibit the payment by the Company Seller of the principal of or interest on any Security or any other amount payable by the Company under the IndentureSeragen Royalty; or 12.2.6 (f) any other act or omission to act or delay of any kind by the Company, the Trustee Seller or any other 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 such Guarantor’s Ligand's obligations hereunder.

Guaranty Unconditional. The obligations of the Guarantor hereunder are Borrower 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: 12.2.1 (a) any extension, renewal, settlement, compromise, waiver or release in respect of to the Borrower Guaranteed Obligations under any obligation of the Company under the Indenture agreement or any Securityinstrument, by operation of law or otherwise; 12.2.2 (b) any modification or amendment of or supplement to the Indenture this Agreement, any Note, any other Loan Document, or any Securityagreement or instrument evidencing or relating to the Borrower Guaranteed Obligations; 12.2.3 (c) any release, non-perfection or invalidity of any direct or indirect security for the Borrower Guaranteed Obligations under any agreement or instrument evidencing or relating to any of the Borrower Guaranteed Obligations; (d) any change in the corporate existence, structure or ownership of the Company, any Loan Party or other Subsidiary or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company any Loan Party or other Subsidiary or its assets or any resulting release or discharge of any obligation of the Company any Loan Party or other Subsidiary contained in any agreement or instrument evidencing or relating to any of the Indenture or any Security;Borrower Guaranteed Obligations; NAI-1534445371v11534445371v6 12.2.4 (e) the existence of any claim, set-off or other rights which the Guarantor Borrower may have at any time against the Companyany other Loan Party, the Trustee Administrative Agent, any Lender, any Affiliate of any Lender or any other Person, whether in connection with the Indenture herewith or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; 12.2.5 any invalidity or unenforceability relating to or against the Company for any reason of the Indenture or any Security, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of or interest on any Security or any other amount payable by the Company under the Indenture; or 12.2.6 any other act or omission to act or delay of any kind by the 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 such Guarantor’s obligations hereunder.

Guaranty Unconditional. The obligations of the each Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by: 12.2.1 (1) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under the this Indenture or any SecurityNote, by operation of law or otherwise; 12.2.2 (2) any modification or amendment of or supplement to the this Indenture or any SecurityNote; 12.2.3 (3) any change in the corporate existence, structure or ownership of the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the Company contained in the this Indenture or any SecurityNote; 12.2.4 (4) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Company, the Trustee or any other Person, whether in connection with the this Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; 12.2.5 (5) any invalidity or unenforceability relating to or against the Company for any reason of the this Indenture or any SecurityNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of or interest on any Security Note or any other amount payable by the Company under the this Indenture; or 12.2.6 (6) any other act or omission to act or delay of any kind by the 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 such Guarantor’s obligations hereunder.

Guaranty Unconditional. The obligations of the Guarantor Company hereunder are unconditional shall be unconditional, irrevocable, direct and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by 12.2.1 : (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company any Designated Borrower under the Indenture this Agreement or any SecurityNote, by operation of law or otherwise; 12.2.2 any modification or amendment of or supplement to the Indenture or any Security; 12.2.3 ; (b) any change in the corporate existence, structure or ownership of the Companyany Designated Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company any Designated Borrower or its assets or any resulting release or discharge of any obligation of the Company any Designated Borrower contained in the Indenture this Agreement or any Security; 12.2.4 Note; (c) the existence of any claim, set-off or other rights which the Guarantor Company may have at any time against the Companyany Designated Borrower, the Trustee Administrative Agent, any Lender or any other Person, whether in connection with the 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; 12.2.5 any invalidity ; or unenforceability relating to or against the Company for any reason of the Indenture or any Security, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of or interest on any Security or any other amount payable by the Company under the Indenture; or 12.2.6 (d) any other act or omission to act or delay of any kind by the CompanyAdministrative Agent, the Trustee 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 Guarantorthe Company’s obligations hereunder.

Guaranty Unconditional. The obligations of the Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by 12.2.1 11.2.1 any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under the Indenture or any Security, by operation of law or otherwise; 12.2.2 11.2.2 any modification or amendment of or supplement to the Indenture or any Security; 12.2.3 11.2.3 any change in the corporate existence, structure or ownership of the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the Company contained in the Indenture or any Security; 12.2.4 11.2.4 the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Company, the Trustee or any other Person, whether in connection with the Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; 12.2.5 11.2.5 any invalidity or unenforceability relating to or against the Company for any reason of the Indenture or any Security, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of or interest on any Security or any other amount payable by the Company under the Indenture; or 12.2.6 11.2.6 any other act or omission to act or delay of any kind by the 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 such Guarantor’s obligations hereunder.

Guaranty Unconditional. The obligations of the each Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by 12.2.1 (1) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under the Indenture or any SecurityNote, by operation of law or otherwise; 12.2.2 (2) any modification or amendment of or supplement to the Indenture or any SecurityNote; 12.2.3 (3) any change in the corporate existence, structure or ownership of the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the Company contained in the Indenture or any SecurityNote; 12.2.4 (4) the existence of any claim, set-off set‑off or other rights which the Guarantor may have at any time against the Company, the Trustee or any other Person, whether in connection with the Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; 12.2.5 (5) any invalidity or unenforceability relating to or against the Company for any reason of the Indenture or any SecurityNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of or interest on any Security Note or any other amount payable by the Company under the Indenture; or 12.2.6 (6) any other act or omission to act or delay of any kind by the 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 such Guarantor’s obligations hereunder.

Guaranty Unconditional. The obligations of the each Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by: 12.2.1 (1) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under the Indenture Indenture, any Security Document or any SecurityNote, by operation of law or otherwise; 12.2.2 (2) any modification or amendment of or supplement to the Indenture Indenture, any Security Document or any SecurityNote; 12.2.3 (3) any change in the corporate existence, structure or ownership of the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the Company contained in the Indenture Indenture, any Security Document or any SecurityNote; 12.2.4 (4) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Company, the Trustee or any other Person, whether in connection with the Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; 12.2.5 (5) any invalidity or unenforceability relating to or against the Company for any reason of the Indenture Indenture, any Security Document or any SecurityNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of or interest on any Security Note or any other amount payable by the Company under the Indenture; or 12.2.6 (6) any other act or omission to act or delay of any kind by the 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 such Guarantor’s obligations hereunder.

Guaranty Unconditional. The obligations of the each Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by: 12.2.1 (1) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under the Indenture or any SecurityNote, by operation of law or otherwise; 12.2.2 (2) any modification or amendment of or supplement to the Indenture or any SecurityNote; 12.2.3 (3) any change in the corporate existence, structure or ownership of the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the Company contained in the Indenture or any SecurityNote; 12.2.4 (4) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Company, the Trustee or any other Person, whether in connection with the Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; 12.2.5 (5) any invalidity or unenforceability relating to or against the Company for any reason of the Indenture or any SecurityNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of or interest on any Security Note or any other amount payable by the Company under the Indenture; or 12.2.6 (6) any other act or omission to act or delay of any kind by the 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 such Guarantor’s obligations hereunder.

Guaranty Unconditional. The obligations of the each Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by 12.2.1 (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under the Indenture or any SecurityNote, by operation of law or otherwise; 12.2.2 (b) any modification or amendment of or supplement to the Indenture or any SecurityNote; 12.2.3 (c) any change in the corporate existence, structure or ownership of the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the Company contained in the Indenture or any SecurityNote; 12.2.4 (d) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Company, the Trustee or any other Person, whether in connection with the Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; 12.2.5 (e) any invalidity or unenforceability relating to or against the Company for any reason of the Indenture or any SecurityNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of or interest on any Security Note or any other amount payable by the Company under the Indenture; or 12.2.6 (f) any other act or omission to act or delay of any kind by the 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 such Guarantor’s 's obligations hereunder.

Guaranty Unconditional. The obligations of the each Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by: 12.2.1 (1) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under the Indenture Indenture, or any SecurityNote, by operation of law or otherwise; 12.2.2 (2) any modification or amendment of or supplement to the Indenture Indenture, or any SecurityNote; 12.2.3 (3) any change in the corporate existence, structure or ownership of the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the Company contained in the Indenture Indenture, or any SecurityNote; 12.2.4 (4) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Company, the Trustee or any other Person, whether in connection with the Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; 12.2.5 (5) any invalidity or unenforceability relating to or against the Company for any reason of the Indenture Indenture, or any SecurityNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of or interest on any Security Note or any other amount payable by the Company under the Indenture; or 12.2.6 (6) any other act or omission to act or delay of any kind by the 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 such Guarantor’s obligations hereunder.

Guaranty Unconditional. The obligations of the each Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by: 12.2.1 (1) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under the this Indenture or any SecurityNote, by operation of law or otherwise; 12.2.2 (2) any modification or amendment of or supplement to the this Indenture or any SecurityNote; 12.2.3 (3) any change in the corporate existence, structure or ownership of the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the Company contained in the this Indenture or any SecurityNote; 12.2.4 (4) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Company, the Trustee Trustee, or any other Person, whether in connection with the this Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; 12.2.5 (5) any invalidity or unenforceability relating to or against the Company for any reason of the this Indenture or any SecurityNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of or interest on any Security Note or any other amount payable by the Company under the this Indenture; or 12.2.6 (6) any other act or omission to act or delay of any kind by the 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 such Guarantor’s obligations hereunder.

Guaranty Unconditional. The obligations of the Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by 12.2.1 any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under the Indenture or any Security, by operation of law or otherwise; 12.2.2 any modification or amendment of or supplement to the Indenture or any Security; 12.2.3 any change in the corporate existence, structure or ownership of the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the Company contained in the Indenture or any Security; 12.2.4 the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Company, the Trustee or any other Person, whether in connection with the Indenture or any unrelated transactions, provided PROVIDED that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; 12.2.5 any invalidity or unenforceability relating to or against the Company for any reason of the Indenture or any Security, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of or interest on any Security or any other amount payable by the Company under the Indenture; or 12.2.6 any other act or omission to act or delay of any kind by the 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 such Guarantor’s 's obligations hereunder.

Guaranty Unconditional. The obligations of the each Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by: 12.2.1 (1) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company Issuer under the Indenture or any SecurityNote, by operation of law or otherwise; 12.2.2 (2) any modification or amendment of or supplement to the Indenture or any SecurityNote; 12.2.3 (3) any change in the corporate existence, structure or ownership of the CompanyIssuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company Issuer or its assets or any resulting release or discharge of any obligation of the Company Issuer contained in the Indenture or any SecurityNote; 12.2.4 (4) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the CompanyIssuer, the Trustee or any other Person, whether in connection with the Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; 12.2.5 (5) any invalidity or unenforceability relating to or against the Company Issuer for any reason of the Indenture or any SecurityNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Company Issuer of the principal of or interest on any Security Note or any other amount payable by the Company Issuer under the Indenture; or 12.2.6 (6) any other act or omission to act or delay of any kind by the CompanyIssuer, 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.

Guaranty Unconditional. The Subject to the provisions of Section 12.09, the obligations of the each Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by 12.2.1 (1) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under the this Indenture or any SecurityNote, by operation of law or otherwise; 12.2.2 (2) any modification or amendment of or supplement to the this Indenture or any SecurityNote; 12.2.3 (3) any change in the corporate existence, structure or ownership of the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the Company contained in the this Indenture or any SecurityNote; 12.2.4 (4) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Company, the Trustee or any other Person, whether in connection with the this Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; 12.2.5 (5) any invalidity or unenforceability relating to or against the Company for any reason of the this Indenture or any SecurityNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of or interest on any Security Note or any other amount payable by the Company under the this Indenture; or 12.2.6 (6) any other act or omission to act or delay of any kind by the 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 such Guarantor’s 's obligations hereunder.

Guaranty Unconditional. The obligations of the Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by: 12.2.1 (1) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under the Indenture or any Security, by operation of law or otherwise; 12.2.2 (2) any modification or amendment of or supplement to the Indenture or any Security; 12.2.3 (3) any change in the corporate existence, structure or ownership of the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the Company contained in the Indenture or any Security; 12.2.4 (4) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Company, the Trustee or any other Person, whether in connection with the Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; 12.2.5 (5) any invalidity or unenforceability relating to or against the Company for any reason of the Indenture or any Security, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of or interest on any Security or any other amount payable by the Company under the Indenture; or 12.2.6 (6) any other act or omission to act or delay of any kind by the 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 such the Guarantor’s obligations hereunder.