Common use of Guaranty Unconditional Clause in Contracts

Guaranty Unconditional. The obligations of the Company hereunder shall be unconditional, irrevocable and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower under this Agreement or any Note, by operation of law or otherwise; (ii) any modification or amendment of or supplement to this 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 Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or its assets or any resulting release or discharge of any obligation of the Borrower contained in this Agreement or any Note; (v) the existence of any claim, set-off or other rights which the Company may have at any time against the Borrower, the Agent, any Bank or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability relating to or against the Borrower for any reason of this Agreement or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower of the principal of or interest on any Note or any other amount payable by it under this Agreement; or (vii) any other act or omission to act or delay of any kind by the Borrower, the 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's obligations hereunder.

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

Guaranty Unconditional. The obligations of the Company each Guarantor hereunder shall be unconditional, irrevocable are unconditional and absolute and, without limiting the generality of the foregoing, shall 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 Borrower Company under this Agreement Indenture or any Note, by operation of law or otherwise; (ii) any modification or amendment of or supplement to this Agreement Indenture 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 BorrowerCompany, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Company or its assets or any resulting release or discharge of any obligation of the Borrower Company contained in this Agreement Indenture or any Note; (viv) the existence of any claim, set-off or other rights which the Company Guarantor may have at any time against the BorrowerCompany, the Agent, any Bank Trustee or any other Person, whether in connection herewith with the Indenture or any unrelated transactions, ; provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim; (viv) any invalidity or unenforceability relating to or against the Borrower Company for any reason of this Agreement Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower Company of the principal of or interest on any Note or any other amount payable by it the Company under this Agreementthe Indenture; or (viivi) any other act or omission to act or delay of any kind by the BorrowerCompany, the Agent, any Bank 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 the Company's or defense to such Guarantor’s obligations hereunder.

Guaranty Unconditional. The obligations of the Company hereunder shall be unconditional, irrevocable unconditional and absolute and, without limiting the generality of the foregoing, 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 Co-Borrower under this Agreement or any NoteLoan Document, by operation of law or otherwise; (iib) any modification or amendment of or supplement to this 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; (ivc) any change in the corporate existence, structure or ownership of the Co-Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Co-Borrower or its assets or any resulting release or discharge of any obligation of the Co-Borrower contained in this Agreement or any NoteLoan Document; (vd) the existence of any claim, set-set off or other rights which the Company may have at any time against the Co-Borrower, the Administrative Agent, any Bank Lender or any other Person, whether in connection herewith or any unrelated transactions, ; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vie) any invalidity or unenforceability relating to or against the Co-Borrower for any reason of this Agreement or any NoteLoan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Co-Borrower of the principal of or interest on any Note Loan or any other amount payable by it under this Agreement; or (viif) any other act or omission to act or delay of any kind by the Co-Borrower, the Administrative Agent, any Bank 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 Company's ’s obligations hereunder.

Guaranty Unconditional. The obligations of the Company hereunder Borrower Guarantors under the Borrower Guaranty shall be unconditionaljoint and several, irrevocable irrevocable, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: , except for payment of Obligations and to the extent permitted by applicable Law (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower or any Loan under this Agreement or any Note, Loan Document by operation of law Law or otherwise; ; (ii) any modification or amendment of or supplement to this Agreement or any Note; Loan Document; (iii) any modification, amendment, waiver, release, impairment, non-perfection or invalidity of any direct or indirect security for security, or of any obligation guarantee or other liability of any third party, of the Obligations of any Borrower under this Agreement or any Note; its Subsidiary with respect to which the Borrower Guaranty relates; (iv) any change in the corporate existence, structure structure, or ownership of the Borrowerof, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the any Borrower Guarantor or its assets or any resulting release or discharge of any obligation of the Obligations of the Borrower Guarantors contained in this Agreement or any Note; Loan Document; (v) the existence of any claim, set-off or other rights which the Company any Borrower Guarantor may have at any time against the Borrower, the Agent, any Bank Lender or any other Person, whether or not arising in connection herewith with this Agreement or any unrelated transactionsLoan Document, provided provided, however, that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; ; (vi) any invalidity or unenforceability relating to or against the any Borrower or its Subsidiary for any reason of this Agreement or any Note, Loan Document or any provision of applicable law Law or regulation purporting to prohibit the payment by the any Borrower of the principal of or interest on any Note under this Agreement or any other amount payable by it under this AgreementLoan Document; or or (vii) to the extent permitted by applicable Law, any other act or omission to act or delay of any kind by the a Borrower, a Borrower Guarantor, the Agent, any Bank 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 the Company's obligations hereunderBorrower Guaranteed Obligations under this Section 14.

Guaranty Unconditional. The obligations of the Company hereunder each Account Party under this Article VII shall be unconditional, absolute and irrevocable and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any other obligor under any of the Borrower under this Agreement or any NoteLoan Documents, by operation of law or otherwise; (ii) any modification or amendment of or supplement to this Agreement or any Noteof the Loan Documents; (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of any other obligor under any of the Borrower under this Agreement or any NoteLoan Documents; (iv) any change in the corporate existence, structure or ownership of the Borrowerany obligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower any other obligor or its assets or any resulting release or discharge of any obligation of the Borrower any other obligor contained in this Agreement or any Noteof the Loan Documents; (v) the existence of any claim, set-off or other rights which the Company any obligor may have at any time against the Borrowerany other obligor, the Administrative Agent, any Bank or any other Personcorporation or person, whether in connection herewith with any of the Loan Documents or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability relating to or against the Borrower any other obligor for any reason of this Agreement or any Noteof the Loan Documents, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower any other obligor of the principal of or interest on any Note or any other amount payable by it under this Agreementany of the Loan Documents; or (vii) any other act or omission to act or delay of any kind by the Borrowerany obligor, the Administrative Agent, any Bank 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 the Companyor defense to an Account Party's obligations hereunderunder this Article VII.

Guaranty Unconditional. The obligations of the Company each Guarantor hereunder shall be unconditional, irrevocable are unconditional and absolute and, without limiting the generality of the foregoing, shall 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 Borrower Company under this Agreement Indenture or any Note, by operation of law or otherwise; (iib) any modification or amendment of or supplement to this Agreement Indenture 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; (ivc) any change in the corporate existence, structure or ownership of the BorrowerCompany, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Company or its assets or any resulting release or discharge of any obligation of the Borrower Company contained in this Agreement Indenture or any Note; (vd) the existence of any claim, set-off or other rights which the Company Guarantor may have at any time against the BorrowerCompany, the Agent, any Bank Trustee or any other Person, whether in connection herewith with this Indenture or any unrelated transactions, provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim; (vie) any invalidity or unenforceability relating to or against the Borrower Company for any reason of this Agreement Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower Company of the principal of or interest on any Note or any other amount payable by it the Company under this AgreementIndenture; or (viif) any other act or omission to act or delay of any kind by the BorrowerCompany, the Agent, any Bank 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 the Company's or defense to such Guarantor’s obligations hereunder.

Guaranty Unconditional. The obligations of the Company each Guarantor with respect to its Guarantied Obligations hereunder shall be unconditional, irrevocable unconditional and absolute and, without limiting the generality of the foregoing, 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 any Borrower under this Agreement or any Note, by operation of law or otherwise; (iib) any modification or amendment of or supplement to this 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; (ivc) any change in the corporate existence, structure or ownership of the any Borrower, or any insolvency, bankruptcy, examination (in the case of an Irish Borrower only), reorganization or other similar proceeding affecting the any Borrower or its assets or any resulting release or discharge of any obligation of the any Borrower contained in this Agreement or any Note; (vd) the existence of any claim, set-off or other rights which the Company such Guarantor may have at any time against the any Borrower, the Administrative Agent, any Bank Lender or any other Person, whether in connection herewith or any unrelated transactions, ; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vie) any invalidity or unenforceability relating to or against the any Borrower for any reason of this Agreement or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the any Borrower of the principal of or interest on any Note or any other amount payable by it under this Agreement; or (viif) any other act or omission to act or delay of any kind by the any Borrower, the Administrative Agent, any Bank 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 Company's obligations hereunderGuarantied Obligations).

Guaranty Unconditional. The obligations of the Company hereunder shall be unconditional, irrevocable and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower Capital Funding under this Agreement or any Note, by operation of law or otherwise; (ii) any modification or amendment of or supplement to this Agreement or any Note; (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower Capital Funding under this Agreement or any Note; (iv) any change in the corporate existence, structure or ownership of the Borrower, Capital Funding or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Capital Funding or its assets or any resulting release or discharge of any obligation of the Borrower Capital Funding contained in this Agreement or any Note; (v) the existence of any claim, set-off or other rights which the Company may have at any time against the BorrowerCapital Funding, the Agent, any Bank or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability relating to or against the Borrower Capital Funding for any reason of this Agreement or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower Capital Funding of the principal of or interest on any Note or any other amount payable by it under this Agreement; or (vii) any other act or omission to act or delay of any kind by the BorrowerCapital Funding, the 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's obligations hereunder.

Guaranty Unconditional. The obligations of the Company each Guarantor hereunder shall be unconditional, irrevocable are unconditional and absolute and, without limiting the generality of the foregoing, shall to the fullest extent permitted by applicable law, 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 Borrower Company under this Agreement the Indenture or any Note, by operation of law or otherwise; (ii2) any modification or amendment of or supplement to this Agreement the Indenture 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; (iv3) any change in the corporate existence, structure or ownership of the BorrowerCompany, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Company or its assets or any resulting release or discharge of any obligation of the Borrower Company contained in this Agreement the Indenture or any Note; (v4) the existence of any claim, set-off or other rights which the Company Guarantor may have at any time against the BorrowerCompany, the Agent, any Bank Trustee or any other Person, whether in connection herewith with the Indenture or any unrelated transactions, provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim; (vi5) any invalidity or unenforceability relating to or against the Borrower Company for any reason of this Agreement the Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower Company of the principal of or interest on any Note or any other amount payable by it the Company under this Agreementthe Indenture; or (vii6) any other act or omission to act or delay of any kind by the BorrowerCompany, the Agent, any Bank 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 the Company's or defense to such Guarantor’s obligations hereunder.

Guaranty Unconditional. The Subject to Section 9.05, the joint and several obligations of the Company each Guarantor hereunder shall be unconditional, irrevocable unconditional and absolute and, without limiting the generality of the foregoing, each Guarantor shall not be released, discharged or otherwise affected by: (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the any other Borrower under this Agreement or any NoteFinancing Document, by operation of law or otherwise; (ii) any modification or amendment of or supplement to this Agreement or any NoteFinancing Document; (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the any other Borrower under this Agreement or any NoteFinancing Document; (iv) any change in the corporate existence, structure or ownership of the Borrower, any other Borrower or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the any other Borrower or its assets or any resulting release or discharge of any obligation of the any other Borrower contained in this Agreement or any NoteFinancing Document; (v) the existence of any claim, defense, set-off or other rights which the Company such Guarantor may have at any time against the any other Borrower, the any Agent, any Bank or any other Person, whether in connection herewith or any unrelated transactions, ; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability relating to or against the Borrower for any reason of this Agreement or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower of the principal of or interest on any Note or any other amount payable by it under this Agreement; or (viivi) any other act or omission to act or delay of any kind by the any other Borrower, the 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 the Companysuch Guarantor's obligations hereunder.

Guaranty Unconditional. The obligations of the Company hereunder Guarantor under this Section 10 shall be unconditional, irrevocable unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation obligation(s) of the Borrower under this Agreement or under any Noteother Loan Document, by operation of law or otherwise; (iib) any modification or amendment of or supplement to this Agreement or any Noteother Loan Document; (iiic) any releaseExcept for Section 8.14(a)(ii), 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 Borrower, Borrower or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or its assets or any resulting release or discharge of any obligation event of the Borrower contained type described in this Agreement Section 9.01(e), (f) or (g) with respect to any NotePerson; (vd) the existence of any claim, set-off or other rights which that the Company Guarantor may have at any time against the Borrower, the Agent, any Bank Lender or any other Person, whether in connection herewith or with any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;, (vie) any invalidity or unenforceability relating to or against the Borrower for any reason of this Agreement or any Noteother Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment performance by the Borrower of the principal any of or interest on any Note its obligations under this Agreement or any other amount payable by it under this Agreement; Loan Document, or (viif) any other act or omission to act or delay of any kind by the Borrower, the Agent, any Bank Lender or any other Person or any other circumstance whatsoever which that might, but for the provisions of this paragraphSection 10, constitute a legal or equitable discharge of the Company's obligations hereunderof the Borrower under this Agreement or the Note.

Guaranty Unconditional. The obligations of the Company hereunder each Guarantor under this Article VII shall be unconditional, absolute and irrevocable and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any other obligor under any of the Borrower under this Agreement or any NoteLoan Documents, by operation of law or otherwise; (ii) any modification or amendment of or supplement to this Agreement or any Noteof the Loan Documents; (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of any other obligor under any of the Borrower under this Agreement or any NoteLoan Documents; (iv) any change in the corporate existence, structure or ownership of the Borrowerany obligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower any other obligor or its assets or any resulting release or discharge of any obligation of the Borrower any other obligor contained in this Agreement or any Noteof the Loan Documents; (v) the existence of any claim, set-off or other rights which the Company any obligor may have at any time against the Borrowerany other obligor, the Administrative Agent, any Bank Lender or any other Personcorporation or person, whether in connection herewith with any of the Loan Documents or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability relating to or against the Borrower any other obligor for any reason of this Agreement or any Noteof the Loan Documents, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower any other obligor of the principal of or interest on any Note or any other amount payable by it under this Agreementany of the Loan Documents; or (vii) any other act or omission to act or delay of any kind by the Borrowerany obligor, the Administrative Agent, any Bank 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 the Companyor defense to a Guarantor's obligations hereunderunder this Article VII.

Guaranty Unconditional. The obligations of each Guarantor as a guarantor under this Section 12 and with respect to the Company hereunder Operative Documents shall be unconditional, irrevocable unconditional and absolute and, without limiting the generality of the foregoing, 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 Borrower Company or of any other Guarantor under this Agreement or any Note, other Operative Document or by operation of law or otherwise; (iib) any modification or amendment of or supplement to this Agreement or any Noteother Operative 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 any Note; (ivc) any change in the corporate existence, structure or ownership of the Borrowerof, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting affecting, the Borrower Company, any other Guarantor, or its assets any of their respective assets, or any resulting release or discharge of any obligation of the Borrower Company or of any other Guarantor contained in this Agreement or any NoteOperative Document; (vd) the existence of any claim, set-off or other rights which the Company Guarantor may have at any time against the Borrower, the Agent, any Bank holder of any Note or any other Person, whether or not arising in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaimherewith; (vie) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Company, any other Guarantor or any other Person or Property; (f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Company, regardless of what obligations of the Company remain unpaid; (g) any invalidity or unenforceability relating to or against the Borrower Company or any other Guarantor for any reason of this Agreement or of any Note, other Operative Document or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower Company or any other Guarantor of the principal of or interest on any Note or any other amount payable by it them under this Agreementthe Operative Documents; or (viih) any other act or omission to act or delay of any kind by the Borrower, the Agent, any Bank holder of any Note 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 the Company's obligations hereunderof the Guarantors under the Operative Documents.

Guaranty Unconditional. The obligations of the Company hereunder Guarantors under this Article shall be unconditional, irrevocable unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected byby any reason, including: (ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of Obligation(s) and/or any Commitment(s) under the Borrower under this Agreement or any NoteFinancing Documents, by operation of law or otherwise;, (iib) any modification or amendment of or supplement to this Agreement or any Note;other Financing 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 any Note; (ivc) any change in the corporate existence, structure or ownership of the BorrowerBorrower or any other Credit Party, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or its assets or event described in Section 7.1(i) with respect to any resulting release or discharge of any obligation of the Borrower contained in this Agreement or any Note;Person, (vd) the existence of any claim, set-off or other rights which the Company that a Guarantor may have at any time against the Borrower, the any other Credit Party, any Agent, any Bank other Financing Party or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;, (vie) any invalidity invalidity, irregularity or unenforceability relating to or against the Borrower or any other Credit Party for any reason of this Agreement or any NoteFinancing Document, or any provision of applicable law or regulation Applicable Law purporting to prohibit the payment by the Borrower of the principal of or interest on any Note or any other amount payable by it under this Agreement; Credit Party of any of the Obligations, or (viif) any other act or omission to act or delay of any kind by the BorrowerBorrower and/or any other Credit Party, the any Agent, any Bank other Financing Party 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 against) the Company's Obligations and the Guarantors’ obligations hereunderunder this Article other than prior payment of the Obligations.

Guaranty Unconditional. The obligations of the Company hereunder each Borrower under this Article VII shall be unconditional, absolute and irrevocable and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any other obligor under any of the Borrower under this Agreement or any NoteLoan Documents, by operation of law or otherwise; (ii) any modification or amendment of or supplement to this Agreement or any Noteof the Loan Documents; (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of any other obligor under any of the Borrower under this Agreement or any NoteLoan Documents; (iv) any change in the corporate existence, structure or ownership of the Borrowerany obligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower any other obligor or its assets or any resulting release or discharge of any obligation of the Borrower any other obligor contained in this Agreement or any Noteof the Loan Documents; (v) the existence of any claim, set-off or other rights which the Company any obligor may have at any time against the Borrowerany other obligor, the Administrative Agent, any Bank Lender or any other Personcorporation or person, whether in connection herewith with any of the Loan Documents or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability relating to or against the Borrower any other obligor for any reason of this Agreement or any Noteof the Loan Documents, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower any other obligor of the principal of or interest on any Note or any other amount payable by it under this Agreementany of the Loan Documents; or (vii) any other act or omission to act or delay of any kind by the Borrowerany obligor, the Administrative Agent, any Bank 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 the Companyor defense to a Borrower's obligations hereunderunder this Article VII.

Guaranty Unconditional. The obligations of the Company Guarantor hereunder shall be unconditional, irrevocable and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower any other Loan Party under this Agreement or any NoteLoan Document, by operation of law or otherwise; (ii) any modification or amendment of or supplement to this Agreement or any NoteLoan Document; (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower any other Loan Party under this Agreement or any NoteLoan Document; (iv) any change in the corporate existence, structure or ownership of the Borrower, any other Loan Party or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower any other Loan Party or any of its assets or any resulting release or discharge of any obligation of the Borrower any other Loan Party contained in this Agreement or any NoteLoan Document; (v) the existence of any claim, set-off or other rights which the Company Guarantor may have at any time against the Borrowerany other Loan Party, the Administrative Agent, any Bank Lender or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability relating to or against the Borrower any other Loan Party for any reason of this Agreement or any NoteLoan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower any other Loan Party of the principal of or interest on any Note Loan or any other amount payable by it under this Agreementthe Loan Document; or (vii) any other act or omission to act or delay of any kind by the Borrowerany other Loan Party, the Administrative Agent, the Issuing Lender any Bank 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 the Company's Guarantor’s obligations hereunder.

Guaranty Unconditional. The obligations of the Company hereunder Parent under this Article X shall be unconditional, irrevocable unconditional and absolute and, without limiting the generality of the foregoing, 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 Borrower PLIC or PXP under this Agreement or any Note, by operation of law or otherwise; (iib) any modification or amendment of or supplement to this Agreement or any Note; (iiic) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower PLIC or PXP under this Agreement or any Note; (ivd) any change in the corporate existence, structure or ownership of the Borrower, PLIC or PXP or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower PLIC or its PXP or their assets or any resulting release or discharge of any obligation of the Borrower PLIC or PXP contained in this Agreement or any Note; (ve) the existence of any claim, set-off or other rights right which the Company Parent may have at any time against the BorrowerPLIC or PXP, the Administrative Agent, any Bank or any other Person, whether in connection herewith or any unrelated transactionstransaction, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vif) any invalidity or unenforceability relating to or against the Borrower PLIC or PXP for any reason of this Agreement or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower PLIC or PXP of the principal of or interest on any Note or any other amount payable by it PLIC or PXP under this Agreement; or (viig) any other act or omission to act or delay of any kind by the BorrowerPLIC or PXP, the 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 PXP or of the CompanyParent's obligations as guarantor hereunder.

Guaranty Unconditional. The obligations of the Company each Guarantor hereunder shall be unconditional, irrevocable and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower any other Loan Party under this Agreement or any NoteLoan Document, by operation of law or otherwise; (ii) any modification or amendment of or supplement to this Agreement or any NoteLoan Document; (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower any other Loan Party under this Agreement or any NoteLoan Document; (iv) any change in the corporate existence, structure or ownership of the Borrower, any other Loan Party or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower any other Loan Party or any of its assets or any resulting release or discharge of any obligation of the Borrower any other Loan Party contained in this Agreement or any NoteLoan Document; (v) the existence of any claim, set-off or other rights which the Company such Guarantor may have at any time against the Borrowerany other Loan Party, the Agent, any Bank Lender or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability relating to or against the Borrower any other Loan Party for any reason of this Agreement or any NoteLoan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower any other Loan Party of the principal of or interest on any Note or any other amount payable by it under this Agreementthe Loan Document; or (vii) any other act or omission to act or delay of any kind by the Borrowerany other Loan Party, the Agent, any Bank 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 the Companysuch Guarantor's obligations hereunder.

Guaranty Unconditional. The obligations of the Company hereunder Parent under this Article X shall be unconditional, irrevocable unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower PLIC or PXP under this Agreement or any Note, by operation of law or otherwise; (ii) any modification or amendment of or supplement to this Agreement or any Note; (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower PLIC or PXP under this Agreement or any Note; (iv) any change in the corporate existence, structure or ownership of the Borrower, PLIC or PXP or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower PLIC or its PXP or their assets or any resulting release or discharge of any obligation of the Borrower PLIC or PXP contained in this Agreement or any Note; (v) the existence of any claim, set-off or other rights right which the Company Parent may have at any time against the BorrowerPLIC or PXP, the Administrative Agent, any Bank or any other Person, whether in connection herewith or any unrelated transactionstransaction, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability relating to or against the Borrower PLIC or PXP for any reason of this Agreement or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower PLIC or PXP of the principal of or interest on any Note or any other amount payable by it PLIC or PXP under this Agreement; or (vii) any other act or omission to act or delay of any kind by the BorrowerPLIC or PXP, the 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 PXP or of the CompanyParent's obligations as guarantor hereunder.

Guaranty Unconditional. The obligations of the Company Parent Guarantor hereunder shall be unconditional, irrevocable unconditional and absolute and, without limiting the generality of the foregoing, 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 Borrower under this Agreement or any Note, by operation of law or otherwise; (iib) any modification or amendment of or supplement to this Agreement or any Note;; 66 (iiic) 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; (ivd) any change in the corporate existence, structure or ownership of the Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or its assets or any resulting release or discharge of any obligation of the Borrower contained in this Agreement or any Note; (ve) the existence of any claim, set-off or other rights which the Company Parent Guarantor may have at any time against the Borrower, the either Agent, any Bank or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vif) any invalidity or unenforceability relating to or against the Borrower for any reason of this Agreement or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower of the principal of or interest on any Note or any other amount payable by it the Borrower under this Agreement; or (viig) any other act or omission to act or delay of any kind by the Borrower, the either 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 CompanyParent Guarantor's obligations hereunder.

Guaranty Unconditional. The Subject to Section 10.07, the obligations of the Company Guarantor hereunder shall be unconditional, irrevocable unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower under this Agreement or any Note, by operation of law or otherwise; (ii) any modification or amendment of or supplement to this 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 Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or its assets or any resulting release or discharge of any obligation of the Borrower contained in this Agreement or any Note; (v) the existence of any claim, set-off or other rights which the Company Guarantor may have at any time against the Borrower, the any Agent, any Bank or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability relating to or against the Borrower for any reason of this Agreement or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower of the principal of or interest on any Note or any other amount payable by it the Borrower under this Agreement; or (vii) any other act or omission to act or delay of any kind by the Borrower, the 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 CompanyGuarantor's obligations hereunder.

Guaranty Unconditional. The obligations of the Company hereunder Guarantor under the Parent Guaranty shall be unconditional, irrevocable unconditional and absolute and, without limiting the generality of the foregoing, 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 Borrower Issuer under this Agreement or any Note, by operation of law or otherwise; (iib) any modification or amendment of or supplement to this Agreement or any Note; (iiic) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower Issuer under this Agreement or any Note; (ivd) any change in the corporate existence, structure or ownership of the BorrowerIssuer, or any insolvency, bankruptcy, reorganization reorganization, "concordata" or other similar proceeding affecting the Borrower Issuer or its assets or any resulting release or discharge of any obligation of the Borrower Issuer contained in this Agreement or any Note; (ve) the existence of any claim, set-off or other rights which the Company Guarantor may have at any time against the BorrowerIssuer, the any Agent, any Bank Purchaser or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vif) any invalidity or unenforceability relating to or against the Borrower Issuer for any reason of this Agreement or any NoteNote or any other Financing Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower Issuer of the principal of or interest on any Note or any other amount payable by it under this Agreement; or (viig) any other act or omission to act or delay of any kind by the BorrowerIssuer, the any Agent, any Bank 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 the CompanyGuarantor's obligations hereunder.

Guaranty Unconditional. The obligations of the Company Parent Guarantors hereunder shall be continuing unconditional, irrevocable and absolute and, without limiting the generality of the foregoing, 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 Borrower under this Agreement or any Note, by operation of law or otherwise; (iib) any modification or amendment of or supplement to this Agreement or any Note; (iiic) 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; (ivd) any change in the corporate existence, structure or ownership of the Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or its assets or any resulting release or discharge of any obligation of the Borrower contained in this Agreement or any Note; (ve) the existence of any claim, set-off or other rights which the Company any Parent Guarantor may have at any time against the Borrower, the Agent, any Bank Borrower or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vif) any invalidity or unenforceability relating to or against the Borrower for any reason of this Agreement or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower of the principal of or interest on any Note or any other amount payable by it the Borrower under this Agreement; or (viig) any other act or omission to act or delay of any kind by the Borrower, the Agent, any Bank Borrower 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's Parent Guarantors' obligations hereunder.

Guaranty Unconditional. The obligations of each of the Company Guarantors hereunder shall be unconditional, irrevocable unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (iA) any extension, renewal, settlement, indulgence, compromise, waiver or release in of or with respect of to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Borrower under this Agreement or Guaranteed Obligations, whether (in any Note, such case) by operation of law or otherwise, or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations; (iiB) any modification or amendment of or supplement to this the Credit Agreement, any Swap Agreement, any Banking Services Agreement or any Noteother Loan Document, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Obligations guaranteed hereby; (iiiC) any release, impairmentsurrender, non-perfection compromise, settlement, waiver, subordination or modification, with or without consideration, of any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for any obligation of the Borrower under this Agreement or any NoteGuaranteed Obligations; (iv) any change in the corporate existence, structure or ownership of the Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or its assets or any resulting release or discharge of any obligation of the Borrower contained in this Agreement or any Note; (v) the existence of any claim, set-off or other rights which the Company may have at any time against the Borrower, the Agent, any Bank or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability relating to or against the Borrower for any reason of this Agreement or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower of the principal of or interest on any Note or any other amount payable by it under this Agreement; or (vii) any other act or omission to act or delay of any kind by the Borrower, the 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's obligations hereunder.

Guaranty Unconditional. The obligations of the Company hereunder Parent under this Article VIII shall be unconditional, irrevocable unconditional and absolute and, without limiting the generality of the foregoing, 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 Borrower PLIC or PXP under this Agreement or any Note, by operation of law or otherwise; (iib) any modification or amendment of or supplement to this Agreement or any Note; (iiic) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower PLIC or PXP under this Agreement or any Note; (ivd) any change in the corporate existence, structure or ownership of the Borrower, PLIC or PXP or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower PLIC or its PXP or their assets or any resulting release or discharge of any obligation of the Borrower PLIC or PXP contained in this Agreement or any Note; (ve) the existence of any claim, set-off or other rights right which the Company Parent may have at any time against the BorrowerPLIC or PXP, the Administrative Agent, any Bank Lender or any other Person, whether in connection herewith or any unrelated transactionstransaction, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vif) any invalidity or unenforceability relating to or against the Borrower PLIC or PXP for any reason of this Agreement or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower PLIC or PXP of the principal of or interest on any Note Loan or any other amount payable by it PLIC or PXP under this Agreement; or (viig) any other act or omission to act or delay of any kind by the BorrowerPLIC or PXP, the Administrative Agent, any Bank 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 PXP or of the CompanyParent's obligations as guarantor hereunder.

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

Guaranty Unconditional. The obligations of the Company hereunder Borrower under this Article IX shall be unconditionalirrevocable, irrevocable unconditional and absolute and, without limiting the generality of the foregoing, 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 any obligation of to the Borrower Guaranteed Obligations under this Agreement any agreement or any Noteinstrument, by operation of law or otherwise; (iib) any modification or amendment of or supplement to this Agreement Agreement, any Note, any other Loan Document, or any Noteagreement or instrument evidencing or relating to the Borrower Guaranteed Obligations; (iiic) any release, impairment, non-perfection or invalidity of any direct or indirect security for the Borrower Guaranteed Obligations under any obligation agreement or instrument evidencing or relating to any of the Borrower under this Agreement or any NoteGuaranteed Obligations; (ivd) any change in the corporate existence, structure or ownership of the Borrower, any Loan Party or other Subsidiary or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower any Loan Party or other Subsidiary or its assets or any resulting release or discharge of any obligation of any Loan Party or other Subsidiary contained in any agreement or instrument evidencing or relating to any of the Borrower contained in this Agreement or any Note;Guaranteed Obligations; NAI-1534445371v11534445371v6 (ve) the existence of any claim, set-off or other rights which the Company Borrower may have at any time against the Borrowerany other Loan Party, the Administrative Agent, any Bank Lender, any Affiliate of any Lender or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability relating to or against the Borrower for any reason of this Agreement or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower of the principal of or interest on any Note or any other amount payable by it under this Agreement; or (vii) any other act or omission to act or delay of any kind by the Borrower, the 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's obligations hereunder.

Guaranty Unconditional. The obligations of the Company hereunder MSC under this Article IX shall be unconditionalcontinuing, irrevocable unconditional and absolute and, without limiting the generality of the foregoing, 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 Borrower under this Agreement or any NoteGuaranteed Obligation, by operation of law or otherwise; (iib) any modification or amendment of or supplement to this Agreement or any NoteLoan Document; (iiic) any modification, amendment, waiver, release, impairment, non-perfection nonperfection or invalidity of any direct or indirect security security, or of any Guarantee or other liability of any third party, for any obligation of the Borrower under this Agreement or any NoteGuaranteed Obligation; (ivd) any change in the corporate existence, structure or ownership of the BorrowerBorrower or any other Loan Party, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or any other Loan Party or its assets or any resulting release or discharge of any obligation of the Borrower contained in this Agreement or any NoteGuaranteed Obligation; (ve) the existence of any claim, set-off setoff or other rights right which the Company MSC may have at any time against the Borrower, the Agent, any Bank or any other Person, whether or not arising in connection herewith or any unrelated transactions, with the Loan Documents; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vif) any invalidity or unenforceability relating to or against the Borrower or any other Loan Party for any reason of this Agreement 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 Borrower of the principal of or interest on any Note or any other amount payable by it under this AgreementGuaranteed Obligations; or (viig) any other act or omission to act or delay of any kind by the Borrower, any other Loan Party, the 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 the Company's obligations hereunderof MSC under this Article IX.

Guaranty Unconditional. The obligations of the Company Guarantor hereunder shall be unconditional, irrevocable and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower any other Loan Party under this Agreement or any NoteLoan Document, by operation of law or otherwise; (ii) any modification or amendment of or supplement to this Agreement or any NoteLoan Document; (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower any other Loan Party under this Agreement or any NoteLoan Document; (iv) any change in the corporate existence, structure or ownership of the Borrower, any other Loan Party or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower any other Loan Party or any of its assets or any resulting release or discharge of any obligation of the Borrower any other Loan Party contained in this Agreement or any NoteLoan Document; (v) the existence of any claim, set-off or other rights which the Company Guarantor may have at any time against the Borrowerany other Loan Party, the Administrative Agent, any Bank Lender or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability relating to or against the Borrower any other Loan Party for any reason of this Agreement or any NoteLoan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower any other Loan Party of the principal of or interest on any Note Loan or any other amount payable by it under this Agreementthe Loan Document; or (vii) any other act or omission to act or delay of any kind by the Borrowerany other Loan Party, the Administrative Agent, any Bank 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 the CompanyGuarantor's obligations hereunder.

Guaranty Unconditional. The obligations of the Company each Guarantor hereunder shall be unconditional, absolute and irrevocable and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any other obligor under any of the Borrower under this Agreement or any NoteLoan Documents, by operation of law or otherwise; (ii) any modification or amendment of or supplement to this Agreement or any Noteof the Loan Documents; (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of any other obligor under any of the Borrower under this Agreement or any NoteLoan Documents; (iv) any change in the corporate existence, structure or ownership of the Borrowerany obligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower any other obligor or its assets or any resulting release or discharge of any obligation of the Borrower any other obligor contained in this Agreement or any Noteof the Loan Documents; (v) the existence of any claim, set-off or other rights which the Company any obligor may have at any time against the Borrowerany other obligor, the Administrative Agent, any Bank Lender or any other Personcorporation or person, whether in connection herewith with any of the Loan Documents or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability relating to or against the Borrower any other obligor for any reason of this Agreement or any Noteof the Loan Documents, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower any other obligor of the principal of or interest on any Note or any other amount payable by it under this Agreementany of the Loan Documents; or (vii) any other act or omission to act or delay of any kind by the Borrowerany obligor, the Administrative Agent, any Bank 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 the Companyor defense to a Guarantor's obligations hereunder.

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

Guaranty Unconditional. The obligations of the Company Guarantor hereunder shall be unconditional, irrevocable unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: : (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower under this Agreement or any Note, by operation of law or otherwise; ; (ii) any modification or amendment of or supplement to this 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 Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or its assets or any resulting release or discharge of any obligation of the Borrower contained in this Agreement or any Note; ; (v) the existence of any claim, set-off or other rights which the Company Guarantor may have at any time against the Borrower, the Agent, any Bank or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; ; (vi) any invalidity or unenforceability relating to or against the Borrower for any reason of this Agreement or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower of the principal of or interest on any Note or any other amount payable by it under this Agreement; or or (vii) any other act or omission to act or delay of any kind by the Borrower, the 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 CompanyGuarantor's obligations hereunder.

Guaranty Unconditional. The obligations of the Company hereunder Parent under this Article VIII shall be unconditional, irrevocable unconditional and absolute and, without limiting the generality of the foregoing, 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 Borrower PLIC under this Agreement or any Note, by operation of law or otherwise; (iib) any modification or amendment of or supplement to this Agreement or any Note; (iiic) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower PLIC under this Agreement or any Note; (ivd) any change in the corporate existence, structure or ownership of the Borrower, PLIC or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower PLIC or its their assets or any resulting release or discharge of any obligation of the Borrower PLIC contained in this Agreement or any Note; (ve) the existence of any claim, set-off or other rights right which the Company Parent may have at any time against the BorrowerPLIC, the Administrative Agent, any Bank Lender or any other Person, whether in connection herewith or any unrelated transactionstransaction, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vif) any invalidity or unenforceability relating to or against the Borrower PLIC for any reason of this Agreement or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower PLIC of the principal of or interest on any Note Loan or any other amount payable by it PLIC under this Agreement; or (viig) any other act or omission to act or delay of any kind by the BorrowerPLIC, the Administrative Agent, any Bank 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 of the Company's Parent’s obligations as guarantor hereunder.

Guaranty Unconditional. The obligations of the Company hereunder Guarantor under this Article X shall be unconditional, irrevocable unconditional and absolute and, without limiting the generality of the foregoing, 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 Borrower Company under this Agreement or any Note, by operation of law or otherwise; (iib) any modification or amendment of or supplement to this Agreement or any Note; (iiic) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower Company under this Agreement or any Note; (ivd) any change in the corporate existence, structure or ownership of the Borrower, Company or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Company or its assets or any resulting release or discharge of any obligation of the Borrower Company contained in this Agreement or any Note; (ve) the existence of any claim, set-off or other rights right which the Company Guarantor may have at any time against the BorrowerCompany, the Administrative Agent, any Bank or any other Person, whether in connection herewith or any unrelated transactionstransaction, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vif) any invalidity or unenforceability relating to or against the Borrower Company for any reason of this Agreement or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower Company of the principal of or interest on any Note or any other amount payable by it under this Agreement; or (viig) any other act or omission to act or delay of any kind by the BorrowerCompany, the 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's Company or the Guarantor obligations as guarantor hereunder.

Guaranty Unconditional. The obligations of the Company hereunder under this ---------------------- Section 14 shall be unconditionalabsolute, unconditional and irrevocable and absolute and, without ---------- limiting the generality of the foregoing, 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 Borrower UR Canada under this Agreement or any Note, by operation of law or otherwise; (iib) any modification or amendment of or supplement to this Agreement or any Note; (iiic) any release, impairment, non-perfection or invalidity of any other guaranty or of any direct or indirect security for any obligation of the Borrower UR Canada under this Agreement or any Note; (ivd) any change in the corporate existence, structure or ownership of the Borrower, UR Canada or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower UR Canada or its UR Canada's assets or any resulting release or discharge of any obligation of the Borrower UR Canada contained in this Agreement or any Note; (ve) the existence of any claim, set-off or other rights right which the Company may have at any time against the BorrowerUR Canada, the either Agent, any Bank or any other Person, whether in connection herewith or any unrelated transactionstransaction, provided that nothing herein shall prevent the assertion of -------- any such claim by separate suit or compulsory counterclaim; (vif) any invalidity or unenforceability relating to or against the Borrower UR Canada for any reason of this Agreement or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower UR Canada of the principal of or interest on any Note or any other amount payable by it UR Canada under this Agreement; or (viig) any other act or omission to act or delay of any kind by the BorrowerUR Canada, the either 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's obligations as guarantor hereunder.

Guaranty Unconditional. The obligations of the Company Guarantors hereunder shall be unconditional, irrevocable unconditional and absolute and, without limiting the generality of the foregoing, 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 Borrower Seller under this Agreement or any NoteAgreement, by operation of law or otherwise; (iib) any modification or amendment of or supplement to this Agreement 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; (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; (ivc) any change in the corporate existence, structure or ownership of the BorrowerSeller, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Seller or its assets or any resulting release or discharge of any obligation of the Borrower Seller contained in this Agreement or any NoteAgreement; (vd) the existence of any claim, set-off or other rights which the Company Guarantors may have at any time against the BorrowerSeller, the AgentCompany, any Bank the Buyer or any other Personperson, whether in connection herewith with this Agreement or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vie) any invalidity or unenforceability relating to or against the Borrower Seller for any reason of this Agreement or any NoteAgreement, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower of the principal of or interest on any Note or any other amount payable by it under this Agreement; orregulation; (viif) any other act or omission to act or delay of any kind by the Borrower, the Agent, any Bank 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 Company's Guarantors' obligations hereunder.

Guaranty Unconditional. The obligations of the Company Guarantor hereunder shall be unconditional, irrevocable unconditional and absolute and, without limiting the generality of the foregoing, 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 Borrower DNAP under this Agreement or any Tranche C Note, by operation of law or otherwise; (iib) any modification or amendment of or supplement to this Agreement or any Note; (iiic) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower Company under this Agreement or any Tranche C Note; (ivd) any change in the corporate existence, structure or ownership of the BorrowerDNAP, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower DNAP or its assets or any resulting release or discharge of any obligation of the Borrower DNAP contained in this Agreement or any Tranche C Note; (ve) the existence of any claim, set-off or other rights which the Company Guarantor may have at any time against the BorrowerDNAP, the any Agent, any Bank Holder or any other Person, whether in connection herewith with this Agreement or any unrelated transactions, ; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vif) any invalidity or unenforceability relating to or against the Borrower DNAP for any reason of this Agreement or any Tranche C Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower DNAP of the principal of or interest on any Tranche C Note or any other amount payable by it DNAP under this Agreement; or (viig) any other act or omission to act or delay of any kind by the BorrowerDNAP, the any Agent, any Bank 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 CompanyGuarantor's obligations hereunder.