Common use of Guaranty Unconditional Clause in Contracts

Guaranty Unconditional. Subject to Section 10 hereof, the obligations of the Subsidiary Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrowers under the Credit Agreement, any Note, or any other Loan Document, by operation of law or otherwise or any obligation of any other guarantor of any of the Obligations; (b) any modification or amendment of or supplement to the Credit Agreement, any Note, or any other Loan Document; (c) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Borrowers under the Credit Agreement, any Note, any security agreement, any Loan Document, or any obligations of any other guarantor of any of the Obligations; (d) any change in the corporate or limited liability company existence, structure or ownership of any of the Borrowers or any other guarantor of any of the Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any of the Borrowers, or any other guarantor of the Obligations, or its assets or any resulting release or discharge of any obligation of any of the Borrowers, or any other guarantor of any of the Obligations; (e) the existence of any claim, setoff or other rights which the Subsidiary Guarantor may have at any time against any of the Borrowers, any other guarantor of any of the Obligations, the Agent, any Lender or any other Person, whether in connection herewith or any unrelated transactions; (f) any invalidity or unenforceability relating to or against any of the Borrowers, or any other guarantor of any of the Obligations, for any reason related to the Credit Agreement, any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrowers, or any other guarantor of the Obligations, of the principal of or interest on any Note or any other amount payable by the Borrowers under the Credit Agreement, the Notes, or any other Loan Document; or (g) any other act or omission to act or delay of any kind by the Borrowers, any other guarantor of the Obligations, the Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Subsidiary Guarantor’s obligations hereunder.

Guaranty Unconditional. Subject to Section 10 hereof, the The obligations of the Subsidiary each Guarantor hereunder under this Article 5 shall be continuing, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation Obligation of the Borrowers Borrower under the Credit Agreement, any Note, this Agreement or any other Loan Document, by operation of law or otherwise or any obligation of any other guarantor of any of the Obligationsotherwise; (b) any modification or amendment of or supplement to the Credit Agreement, any Note, this Agreement or any other Loan Document; (c) any modification, amendment, waiver, release, nonperfection non-perfection or invalidity of any direct or indirect security security, or of any guaranty or other liability of any third party, for any obligation Obligation of the Borrowers Borrower under the Credit Agreement, this Agreement or any Note, any security agreement, any other Loan Document, or any obligations of any other guarantor of any of the Obligations; (d) any change in the corporate or limited liability company existence, structure or ownership of any of the Borrowers Borrower or any other guarantor of any of the ObligationsGuarantor, or any insolvency, bankruptcy, reorganization or other similar case or proceeding affecting the Borrower or any Guarantor or any of the Borrowerstheir respective assets, or any other guarantor of the Obligations, or its assets or any resulting release or discharge of any obligation of any Obligation of the Borrowers, Borrower under this Agreement or any other guarantor of any of the ObligationsLoan Document; (e) the existence of any claim, setoff set-off or other rights which the Subsidiary right that any Guarantor may have at any time may have against any of the Borrowers, any other guarantor of any of the ObligationsBorrower, the Administrative Agent, the Issuing Bank, any Lender or any other Person, regardless of whether arising in connection herewith with this Agreement or any unrelated transactionsother Loan Document; (f) any invalidity or unenforceability relating to or against any of the Borrowers, or any other guarantor of any of the Obligations, Borrower for any reason related to of the Credit Agreement, whole or any provision of this Agreement or any other Loan Document, or any provision of applicable law or regulation Applicable Bankruptcy Law purporting to prohibit the payment or performance by the Borrowers, Borrower of any Obligation or any other guarantor the payment by the Borrower of the Obligations, of the principal of or interest on any Note or any other amount payable by the Borrowers it under the Credit Agreement, the Notes, this Agreement or any other Loan Document; or (g) any other act or omission to act or delay of any kind by the Borrowers, any other guarantor of the ObligationsBorrower, the Administrative Agent, the Issuing Bank, any Lender or any other Person or any other circumstance whatsoever which might, that might but for the provisions of this paragraph, Section 5.4 constitute a legal or equitable discharge of the Subsidiary Guarantor’s obligations hereunderof any Guarantor under this Article 5.

Guaranty Unconditional. Subject to Section 10 hereof, the The obligations of the Subsidiary Guarantor Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrowers Borrower under the Credit Agreement, any Note, or any other Loan Document, by operation of law or otherwise or any obligation of any other guarantor of any of the Obligations; (b) any modification modification, amendment, renewal or amendment restatement of or supplement to the Credit Agreement, any Note, Note or any other Loan Document; (c) any release, nonperfection exchange, enforcement, waiver, (whether intentional or invalidity unintentional) nonperfection, invalidity, purchase at a public or private sale, or application and direction of order or manner of sale in the Agent's discretion, of any direct or indirect security or any part thereof for any obligation of the Borrowers Borrower under the Credit Agreement, any Note, any security agreementthe Security Agreement (Capital Stock and Partnership Interest), any Loan Document, or any obligations of any other guarantor of any of the Obligations; (d) any change in the corporate or limited liability company existence, structure or ownership of any of the Borrowers Borrower or any other guarantor of any of the Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any of the BorrowersBorrower, or any other guarantor of any of the Obligations, or its assets or any resulting release or discharge of any obligation of any of the BorrowersBorrower, or any other guarantor of any of the Obligations; (e) the existence of any claim, setoff or other rights which the Subsidiary Guarantor Guarantors may have at any time against any of the BorrowersBorrower, any other guarantor of any of the Obligations, the Agent, any Lender or any other Person, whether in connection herewith or any unrelated transactions; (f) any invalidity or unenforceability relating to or against any of the BorrowersBorrower, or any other guarantor of any of the Obligations, for any reason related to the Credit Agreement, any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the BorrowersBorrower, or any other guarantor of any of the Obligations, of the principal of or interest on any Note or any other amount payable by the Borrowers Borrower under the Credit Agreement, the Notes, Notes or any other Loan Document; or (g) any other act or omission to act or delay of any kind by the BorrowersBorrower, any other guarantor of any of the Obligations, the Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Subsidiary any Guarantor’s 's obligations hereunder.

Guaranty Unconditional. Subject to Section 10 hereof, the The obligations of each Guarantor under this Guaranty shall, to the Subsidiary Guarantor hereunder shall maximum extent permitted by applicable law, be unconditional unconditional, absolute and absolute irrevocable and, without limiting the generality of the foregoing, shall shall, to the maximum extent permitted by applicable law, not be released, discharged or otherwise affected by: (ai) any extension, renewal, settlement, compromise, waiver or release (including with respect to any collateral) in respect of any obligation of the Borrowers under the Credit Agreement, any Note, or any other obligor under any of the Loan DocumentDocuments, by operation of law or otherwise or any obligation of any other guarantor of any of the Obligationsotherwise; (bii) any modification or amendment of of, or supplement to the Credit Agreementto, any Note, or any other of the Loan DocumentDocuments; (ciii) any release, nonperfection non-perfection or invalidity of any direct or indirect security (including any collateral) for any obligation of the Borrowers under the Credit Agreement, any Note, any security agreement, any Loan Document, or any obligations of any other guarantor of obligor under any of the ObligationsLoan Documents; (div) any change in the corporate or limited liability company existence, structure or ownership of any of the Borrowers or any other guarantor of any of the Obligationsobligor, or any insolvency, bankruptcy, reorganization or other similar proceeding under any Debtor Relief Law affecting any of the Borrowers, or any other guarantor of the Obligations, obligor or its assets or any resulting release or discharge of any obligation of any of the Borrowers, or any other guarantor of obligor contained in any of the ObligationsLoan Documents; (ev) the existence of any claim, setoff or other rights which the Subsidiary Guarantor any obligor may have at any time against any of the Borrowers, any other guarantor of any of the Obligationsobligor, the Administrative Agent, any 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; (fvi) any invalidity or unenforceability relating to or against any of the Borrowers, or other obligor for any other guarantor reason of any of the Obligations, for any reason related to the Credit Agreement, any other Loan DocumentDocuments, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrowers, or any other guarantor obligor of the Obligationsprincipal, of the principal of or interest on any Note or any other amount payable by under any of the Borrowers under the Credit AgreementLoan Documents; (vii) any law, the Notesregulation or order of any jurisdiction, or any other Loan Documentevent, affecting any term of any obligation or the Lenders’ rights with respect thereto; or (gviii) any other act or omission to act or delay of any kind by the Borrowers, any other guarantor of the Obligations, the Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, that might otherwise constitute a legal or equitable discharge of, or a defense, set-off or counterclaim available to, the Borrower or any Loan Party, Guarantor or a surety or guarantor generally, other than the occurrence of all of the Subsidiary Guarantor’s following: (1) the payment in full in cash of the Guaranteed Obligations (other than contingent and indemnification obligations hereundernot then due and payable) and (2) the termination of the Aggregate Commitments under the Credit Agreement (the events in clauses (1) and (2) above, collectively, the “Termination Requirements”).

Guaranty Unconditional. Subject to Section 10 hereof, the The obligations of the Subsidiary Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: : (a) any change in the amount or purpose of or the time, manner, method, or place of payment or performance of any of the Obligations or any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrowers under the Credit Agreement, any Note, Company or any other Person under any Loan Document, by operation of law or otherwise or any obligation of any other guarantor of any of the Obligations; otherwise; (b) any modification modification, extension, renewal or amendment of or supplement to the Credit Agreement, any Note, Loan Document or any other of the Obligations or any execution or delivery of any additional Loan Document; Documents; (c) any release, nonperfection impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrowers Company or any other Person under the Credit Agreement, any Note, any security agreement, any Loan Document, or any obligations of any other guarantor of any of the Obligations; ; (d) any change in the corporate or limited liability company existence, structure or ownership of any of the Borrowers Company or any other guarantor of Person or any of the Obligationstheir respective Subsidiaries, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any of the Borrowers, Company or any other guarantor Person or any of the Obligations, or its their assets or any resulting release or discharge of any obligation of any of the Borrowers, or any other guarantor of (including any of the Obligations; ) of the Company or any other Person under any Loan Document; (e) the existence of any claim, setoff set-off, defense, counterclaim, withholding or other rights which right that the Subsidiary Guarantor or the Company may have at any time against any of Person (including the Borrowers, any other guarantor of any of the ObligationsAdministrative Agent, the Agent, any Lender or any other PersonLenders and the Issuing Lenders), whether in connection herewith with the Loan Documents or any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim or defense by separate suit or compulsory counterclaim; (f) any avoidance, subordination, invalidity or unenforceability relating to or against any of the Borrowers, Company or any other guarantor of any of the Obligations, Person for any reason related to the Credit Agreement, of any other Obligation or any Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment of any Obligation by the Borrowers, Company or any other guarantor Person, or the Company denies that it has any or further liability or obligation under any Loan Document, or purports to revoke, terminate or rescind any Obligation or provision of any Loan Document; (g) any failure of the Administrative Agent, any Lender or any Issuing Lender to assert any claim or demand or to exercise or enforce any right or remedy under the provisions of any Loan Document or to assert any breach of or default under any Loan Document or any breach of the Obligations, of the principal of ; or interest on any Note or any other amount payable by the Borrowers under the Credit Agreement, the Notes, or any other Loan Document; or (gh) any other act or omission to act or delay of any kind by the BorrowersCompany, any other guarantor of the Obligations, the Agent, party to any Lender Loan Document or any other Person Person, or any other circumstance whatsoever which that might, but for the provisions of this paragraphclause (h), constitute a legal or equitable discharge of or defense to any obligation of the Subsidiary Guarantor’s obligations Guarantor hereunder.

Guaranty Unconditional. Subject to Section 10 hereof, the The obligations of each Guarantor as a guarantor or joint and several obligor under the Subsidiary Guarantor hereunder Loan Documents, including this Section 10, shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrowers either Borrower or of any other Guarantor under the Credit Agreement, any Note, this Agreement or any other Loan Document, Document or by operation of law or otherwise or any obligation of any other guarantor of any of the Obligationsotherwise; (b) any modification or amendment of or supplement to the Credit Agreement, any Note, this Agreement or any other Loan Document; (c) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Borrowers under the Credit Agreement, any Note, any security agreement, any Loan Document, or any obligations of any other guarantor of any of the Obligations; (d) any change in the corporate or limited liability company existence, structure or ownership of any of the Borrowers or any other guarantor of any of the Obligationsof, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any of affecting, the Borrowers, any other Guarantor, or any other guarantor of the Obligationstheir respective assets, or its assets or any resulting release or discharge of any obligation of any either Borrower or of the Borrowers, or any other guarantor of Guarantor contained in any of the ObligationsLoan Document; (ed) the existence of any claim, setoff set-off or other rights which the Subsidiary Guarantor may have at any time against any of the Borrowers, any other guarantor of any of the Obligations, the Agent, any Lender Bank or any other Person, whether or not arising in connection herewith herewith; (e) any failure to assert, or any unrelated transactionsassertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against either Borrower, 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 either Borrower, regardless of what obligations of the Borrowers remain unpaid; (g) any invalidity or unenforceability relating to or against any of the Borrowers, either Borrower or any other guarantor of any of the Obligations, Guarantor for any reason related to the Credit Agreement, of this Agreement or of any other Loan Document, Document or any provision of applicable law or regulation purporting to prohibit the payment by the Borrowers, Borrowers or any other guarantor of the Obligations, Guarantor of the principal of or interest on any Note or any other amount payable by the Borrowers them under the Credit Agreement, the Notes, or any other Loan DocumentDocuments; or (gh) any other act or omission to act or delay of any kind by the Borrowers, any other guarantor of the Obligations, the Agent, any Lender Bank 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 Subsidiary Guarantor’s obligations hereunderof the Guarantors under the Loan Documents.

Guaranty Unconditional. Subject to Section 10 hereof, the The obligations of the each Subsidiary Guarantor hereunder under this Article XI shall be unconditional unconditional, irrevocable and absolute and, without limiting the generality of the foregoing, shall not be released, discharged discharged, or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver waiver, or release in respect of any obligation of the Borrowers Borrower or other Obligor or of any other guarantor under the Credit Agreement, any Note, this Agreement or any other Loan Document, Document or by operation of law or otherwise or any obligation of any other guarantor of any of the Obligationsotherwise; (b) any modification or amendment of or supplement to the Credit Agreement, any Note, this Agreement or any other Loan Document; (c) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Borrowers under the Credit Agreement, any Note, any security agreement, any Loan Document, or any obligations of any other guarantor of any of the Obligations; (d) any change in the corporate or limited liability company existence, structure structure, or ownership of any of of, the Borrowers Borrower or other Obligor, any other guarantor of any of the Obligationsguarantor, or any insolvencyof their respective assets, bankruptcy, reorganization or other similar proceeding affecting any of the Borrowers, or any other guarantor of the Obligations, or its assets or any resulting release or discharge of any obligation of any the Borrower or other Obligor or of the Borrowers, or any other guarantor of contained in any of the ObligationsLoan Document; (ed) the existence of any claim, setoff set-off, or other rights which the Subsidiary Guarantor Borrower or other Obligor or any other guarantor may have at any time against any of the Borrowers, any other guarantor of any of the Obligations, the Administrative Agent, any Lender Lender, or any other Person, whether or not arising in connection herewith herewith; (e) any failure to assert, or any unrelated transactionsassertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower or other Obligor, 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 Borrower or other Obligor, regardless of what obligations of the Borrower or other Obligor remain unpaid; (g) any invalidity or unenforceability relating to or against any of the Borrowers, Borrower or other Obligor or any other guarantor of any of the Obligations, for any reason related to the Credit Agreement, of this Agreement or of any other Loan Document, Document or any provision of applicable law or regulation purporting to prohibit the payment by the Borrowers, Borrower or other Obligor or any other guarantor of the Obligations, of the principal of or interest on any Note Loan or any other amount payable by the Borrowers under the Credit Agreement, the Notes, or any other Loan DocumentDocuments; or (gh) any other act or omission to act or delay of any kind by the Borrowers, any other guarantor of the Obligations, the Administrative Agent, any Lender 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 obligations of any Subsidiary Guarantor’s obligations hereunderGuarantor under this Article XI.

Guaranty Unconditional. Subject to Section 10 hereof, the The obligations of the Subsidiary Guarantor hereunder Borrower under this Article IX shall be irrevocable, unconditional and absolute and, without limiting the generality of the foregoing, foregoing shall not be released, discharged or otherwise affected by:by the occurrence, one or more times, of any of the following: NAI-1534445371v61539529111v7 (a) any extension, renewal, settlement, compromise, waiver or release in respect of to the Borrower Guaranteed Obligations under any obligation of the Borrowers under the Credit Agreement, any Note, agreement or any other Loan Documentinstrument, by operation of law or otherwise or any obligation of any other guarantor of any of the Obligationsotherwise; (b) any modification or amendment of or supplement to the Credit this Agreement, any Note, or any other Loan Document, or any agreement or instrument evidencing or relating to the Borrower Guaranteed Obligations; (c) any release, nonperfection non-perfection or invalidity of any direct or indirect security for the Borrower Guaranteed Obligations under any obligation of the Borrowers under the Credit Agreement, any Note, any security agreement, any Loan Document, agreement or any obligations of any other guarantor of instrument evidencing or relating to any of the Borrower Guaranteed Obligations; (d) any change in the corporate or limited liability company existence, structure or ownership of any of the Borrowers Loan Party or any other guarantor of any of the Obligations, Subsidiary or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any of the Borrowers, Loan Party or any other guarantor of the Obligations, Subsidiary or its assets or any resulting release or discharge of any obligation of any of the Borrowers, Loan Party or other Subsidiary contained in any other guarantor of agreement or instrument evidencing or relating to any of the Borrower Guaranteed Obligations; (e) the existence of any claim, setoff set-off or other rights which the Subsidiary Guarantor Borrower may have at any time against any of other Loan Party, the BorrowersAdministrative Agent, any other guarantor Lender, any Affiliate of any of the Obligations, the Agent, any Lender or any other Person, whether in connection herewith or any unrelated transactions; (f) any invalidity or unenforceability relating to or against any other Loan Party for any reason of the Borrowers, any agreement or any other guarantor of instrument evidencing or relating to any of the Borrower Guaranteed Obligations, for any reason related to the Credit Agreement, any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by any Loan Party of any of the BorrowersBorrower Guaranteed Obligations, or any other guarantor decree or order prohibiting any Loan Party from paying, or releasing or discharging the obligation of any Loan Party to pay, any of the Borrower Guaranteed Obligations, of the principal of or interest on any Note or any other amount payable by the Borrowers under the Credit Agreement, the Notes, or any other Loan Document; or (g) any other act or omission to act or delay of any kind by the Borrowers, any other guarantor of the ObligationsLoan Party, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraphArticle, constitute a legal or equitable discharge of the Subsidiary GuarantorBorrower’s obligations hereunderunder this Section, all of which the Borrower hereby unconditionally waives to the fullest extent permitted by law, other than the payment in full of all Borrower Guaranteed Obligations (other than amounts in respect of indemnification, expense reimbursement, tax gross-up or contingent obligations, in each case that are owing and with respect to which no claim has been made).

Guaranty Unconditional. Subject to Section 10 hereof, the ---------------------- obligations of each of the Subsidiary Guarantor Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrowers Principal under the Credit Agreement, any Note, or any other Loan Document, by operation of law or otherwise or any obligation of any other guarantor of any of the Obligations; (b) any modification or amendment of or supplement to the Credit Agreement, any Note, or any other Loan Document; (c) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Borrowers Principal under the Credit Agreement, any Note, any security agreement, any Loan Document, or any obligations of any other guarantor of any of the Obligations; (d) any change in the corporate or limited liability company existence, structure or ownership of any of the Borrowers Principal or any other guarantor of any of the Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any of the BorrowersPrincipal, or any other guarantor of the Obligations, or its assets or any resulting release or discharge of any obligation of any of the BorrowersPrincipal, or any other guarantor of any of the Obligations; (e) the existence of any claim, setoff or other rights which any of the Subsidiary Guarantor Guarantors may have at any time against any of the BorrowersPrincipal, any other guarantor of any of the Obligations, the Agent, any Lender or any other Person, whether in connection herewith or any unrelated transactions; (f) any invalidity or unenforceability relating to or against any of the BorrowersPrincipal, or any other guarantor of any of the Obligations, for any reason related to the Credit Agreement, any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the BorrowersPrincipal, or any other guarantor of the Obligations, of the principal of or interest on any Note or any other amount payable by the Borrowers Principal under the Credit Agreement, the Notes, or any other Loan Document; or (g) any other act or omission to act or delay of any kind by the BorrowersPrincipal, any other guarantor of the Obligations, the Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the any Subsidiary Guarantor’s 's obligations hereunder.

Guaranty Unconditional. Subject to Section 10 hereof, the The obligations of each Guarantor as a guarantor or joint and several obligor under the Subsidiary Guarantor hereunder Loan Documents, including this Section 11, shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrowers any Borrower or of any other Guarantor under the Credit Agreement, any Note, this Agreement or any other Loan Document, Document or by operation of law or otherwise or any obligation of any other guarantor of any of the Obligationsotherwise; (b) any modification or amendment of or supplement to the Credit Agreement, any Note, this Agreement or any other Loan Document; (c) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Borrowers under the Credit Agreement, any Note, any security agreement, any Loan Document, or any obligations of any other guarantor of any of the Obligations; (d) any change in the corporate or limited liability company existence, structure or ownership of any of the Borrowers or any other guarantor of any of the Obligationsof, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any of affecting, the Borrowers, any other Guarantor, or any other guarantor of the Obligationstheir respective assets, or its assets or any resulting release or discharge of any obligation of any Borrower or of the Borrowers, or any other guarantor of Guarantor contained in any of the ObligationsLoan Document; (ed) the existence of any claim, setoff set-off or other rights which the Subsidiary Guarantor may have at any time against any of the Borrowers, any other guarantor of any of the Obligations, the Agent, any Lender or any other Person, whether or not arising in connection herewith herewith; (e) any failure to assert, or any unrelated transactionsassertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against any Borrower, 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 any Borrower, regardless of what obligations of the Borrowers remain unpaid; (g) any invalidity or unenforceability relating to or against any of the Borrowers, Borrower or any other guarantor of any of the Obligations, Guarantor for any reason related to the Credit Agreement, of this Agreement or of any other Loan Document, Document or any provision of applicable law or regulation purporting to prohibit the payment by the Borrowers, Borrowers or any other guarantor of the Obligations, Guarantor of the principal of or interest on any Note or any other amount payable by the Borrowers them under the Credit Agreement, the Notes, or any other Loan DocumentDocuments; or (gh) any other act or omission to act or delay of any kind by the Borrowers, any other guarantor of the Obligations, the Agent, any Lender or any other Person or any other circumstance whatsoever which that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Subsidiary Guarantor’s obligations hereunderof the Guarantors under the Loan Documents.

Guaranty Unconditional. Subject to Section 10 hereof, the The obligations of the Subsidiary Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrowers Company under the Credit Agreement, any NoteNote or any Security Document, or any other Loan obligation of the Guarantor hereunder or under any Security Document, by operation of law or otherwise or any obligation of any other guarantor of any of the Obligationsotherwise; (bii) any modification or amendment of or supplement to the Credit Agreement, any Note, Note or any other Loan Security Document; (ciii) any release, nonperfection non-perfection or invalidity of any direct or indirect security for any obligation of the Borrowers Company under the Credit Agreement, any Note, any security agreement, any Loan Document, Note or any obligations of Security Document or any other guarantor of any obligation of the ObligationsGuarantor hereunder or under any Security Document; (div) any change in the corporate or limited liability company existence, structure or ownership of any of the Borrowers or any other guarantor of any of the ObligationsCompany, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any of the Borrowers, or any other guarantor of the Obligations, Company or its assets or any resulting release or discharge of any obligation of the Company contained in the Credit Agreement, any of the Borrowers, or any other guarantor Note of any of the ObligationsSecurity Document; (ev) the existence of any claim, setoff set-off or other rights which the Subsidiary Guarantor may have at any time against any of the Borrowers, any other guarantor of any of the ObligationsCompany, the Administrative Agent, 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; (fvi) any invalidity or unenforceability relating to or against any of the Borrowers, or any other guarantor of any of the Obligations, Company for any reason related to of the Credit Agreement, any other Loan Note or any Security Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrowers, or any other guarantor of the Obligations, Company of the principal of or interest on any Note or any other amount payable by the Borrowers Company under the Credit Agreement, the Notes, Agreement or any other Loan Security Document; or (gvii) any other act or omission to act or delay of any kind by the Borrowers, any other guarantor of the ObligationsCompany, the Guarantor, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Subsidiary Guarantor’s 's obligations hereunder.

Guaranty Unconditional. Subject to Section 10 9 hereof, the obligations of each of the Subsidiary Guarantor Loan Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrowers under the Credit Agreement, any Note, or any other Loan DocumentSecured Obligations, by operation of law or otherwise otherwise, or any obligation of any other guarantor of any of the Secured Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Secured Obligations; (bii) any modification or amendment of or supplement to the Credit Agreement, any Note, other Loan Document or any other Loan Documentagreement relating to any Swap Agreement Obligations or Banking Services Obligations; (ciii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Borrowers under the Credit Agreement, any Note, any security agreement, any Loan Document, Secured Obligations or any obligations of any other guarantor of any of the Secured Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Secured Obligations; (div) any change in the corporate or limited liability company existence, structure or ownership of any of the Borrowers Debtor or any other guarantor of any of the Secured Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any of the BorrowersDebtor, or any other guarantor of the Secured Obligations, or its assets or any resulting release or discharge of any obligation of any of the BorrowersDebtor, or any other guarantor of any of the Secured Obligations; (ev) the existence of any claim, setoff or other rights which the Subsidiary Guarantor Loan Guarantors may have at any time against any of the BorrowersDebtor, any other guarantor of any of the Secured Obligations, the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transactions; (fvi) any invalidity or unenforceability relating to or against any of the BorrowersDebtor, or any other guarantor of any of the Secured Obligations, for any reason related to the Credit Agreement, any other Loan Document, any agreement relating to any Swap Agreement Obligations or Banking Services Obligations, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrowersany Debtor, or any other guarantor of the Secured Obligations, of the principal of or interest on any Note of the Secured Obligations or any other amount payable by the Borrowers any Debtor under the Credit Agreement, the Notes, or any other Loan DocumentDocument or any agreement relating to any Swap Agreement Obligations or Banking Services Obligations; or (gvii) any other act or omission to act or delay of any kind by the Borrowersany Debtor, any other guarantor of the Secured Obligations, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Subsidiary any Loan Guarantor’s obligations hereunder.

Guaranty Unconditional. Subject to Section 10 hereof, the The obligations of the Subsidiary Guarantor hereunder shall Guarantors under this this Guaranty shall, to the maximum extent permitted by Applicable Law, be unconditional unconditional, absolute and absolute irrevocable and, without limiting the generality of the foregoing, shall shall, to the maximum extent permitted by Applicable Law, not be released, discharged or otherwise affected by: (ai) any extension, renewal, settlement, compromise, waiver or release (including with respect to any Collateral) in respect of any obligation of the Borrowers any other obligor under any of the Credit Agreement, any Note, or any other Loan DocumentDocuments, by operation of law or otherwise or any obligation of any other guarantor of any of the Obligationsotherwise; (bii) any modification or amendment of or supplement to any of the Credit Agreement, any Note, or any other Loan DocumentDocuments; (ciii) any release, nonperfection non-perfection or invalidity of any direct or indirect security for any obligation of the Borrowers under the Credit Agreement, any Note, any security agreement, any Loan Document, or any obligations of any other guarantor of obligor under any of the ObligationsCredit Documents; (div) any change in the corporate or limited liability company existence, structure or ownership of any of the Borrowers or any other guarantor of any of the Obligationsobligor, or any insolvency, bankruptcy, reorganization proceeding under any Debtor Relief Law now or other similar proceeding hereafter in effect affecting any of the Borrowers, or any other guarantor of the Obligations, obligor or its assets or any resulting release or discharge of any obligation of any of the Borrowers, or any other guarantor of obligor contained in any of the ObligationsCredit Documents; (ev) the existence of any claim, setoff or other rights which the Subsidiary Guarantor any obligor may have at any time against any of other obligor, the BorrowersAdministrative Agent, any other guarantor of any of the Obligations, the AgentFronting Bank, any Lender or any other Person, whether in connection herewith with any of the Credit Documents or any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (fvi) any invalidity or unenforceability relating to or against any of the Borrowers, or other obligor for any other guarantor reason of any of the Obligations, for any reason related to the Credit Agreement, any other Loan DocumentDocuments, or any provision of applicable law or regulation Applicable Law purporting to prohibit the payment by the Borrowers, or any other guarantor obligor of the Obligationsprincipal, of the principal of or interest on any Note or any other amount payable by the Borrowers under any of the Credit AgreementDocuments; (vii) any law, the Notesregulation or order of any jurisdiction, or any other Loan Documentevent, affecting any term of any obligation of the Lenders’ rights with respect thereto; or (gviii) any other act or omission to act or delay of any kind by any obligor, the BorrowersAdministrative Agent, any other guarantor of the Obligations, the AgentFronting Bank, any Lender or any other Person corporation or person or any other circumstance whatsoever which (other than the defense of payment) that might, but for the provisions of this paragraphSection 12.2(viii), constitute a legal or equitable discharge of or defense to the Subsidiary Guarantor’s Guarantors’ obligations hereunderunder this Guaranty.

Guaranty Unconditional. Subject to Section 10 hereof, the The obligations of each Guarantor as a guarantor or joint and several obligor under the Subsidiary Guarantor hereunder Loan Documents, including this Section 10, shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrowers any Borrower or of any other Guarantor under the Credit Agreement, any Note, this Agreement or any other Loan Document, Document or by operation of law or otherwise or any obligation of any other guarantor of any of the Obligationsotherwise; (b) any modification or amendment of or supplement to the Credit Agreement, any Note, this Agreement or any other Loan Document; (c) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Borrowers under the Credit Agreement, any Note, any security agreement, any Loan Document, or any obligations of any other guarantor of any of the Obligations; (d) any change in the corporate or limited liability company existence, structure or ownership of any of the Borrowers or any other guarantor of any of the Obligationsof, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any of affecting, the Borrowers, any other Guarantor, or any other guarantor of the Obligationstheir respective assets, or its assets or any resulting release or discharge of any obligation of any Borrower or of the Borrowers, or any other guarantor of Guarantor contained in any of the ObligationsLoan Document; (ed) the existence of any claim, setoff set-off or other rights which the Subsidiary Guarantor may have at any time against any of the Borrowers, any other guarantor of any of the Obligations, the Agent, any Lender or any other Person, whether or not arising in connection herewith herewith; (e) any failure to assert, or any unrelated transactionsassertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against any Borrower, 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 any Borrower, regardless of what obligations of the Borrowers remain unpaid; (g) any invalidity or unenforceability relating to or against any of the Borrowers, Borrower or any other guarantor of any of the Obligations, Guarantor for any reason related to the Credit Agreement, of this Agreement or of any other Loan Document, Document or any provision of applicable law or regulation purporting to prohibit the payment by the Borrowers, Borrowers or any other guarantor of the Obligations, Guarantor of the principal of or interest on any Revolving Credit Note or any other amount payable by the Borrowers them under the Credit Agreement, the Notes, or any other Loan DocumentDocuments; or (gh) any other act or omission to act or delay of any kind by the Borrowers, any other guarantor of the Obligations, the Agent, any Lender or any other Person or any other circumstance whatsoever which that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Subsidiary Guarantor’s obligations hereunderof the Guarantors under the Loan Documents.

Guaranty Unconditional. Subject to Section 10 9 hereof, the obligations of each of the Subsidiary Guarantor Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrowers Principal under the Credit Agreement, any Note, Agreement or any other Loan Document, by operation of law or otherwise or any obligation of any other guarantor of any of the Obligations; (bii) any modification or amendment of or supplement to the Credit Agreement, any Note, Agreement or any other Loan Document; (ciii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Borrowers Principal under the Credit Agreement, any Note, any security agreement, any other Loan Document, or any obligations of any other guarantor of any of the Obligations; (div) any change in the corporate or limited liability company partnership existence, structure or ownership of any of the Borrowers Principal or any other guarantor of any of the Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any of the BorrowersPrincipal, or any other guarantor of the Obligations, or its assets or any resulting release or discharge of any obligation of any of the BorrowersPrincipal, or any other guarantor of any of the Obligations; (ev) the existence of any claim, setoff or other rights which the Subsidiary Guarantor Guarantors may have at any time against any of the BorrowersPrincipal, any other guarantor of any of the Obligations, the Agent, any Lender Bank or any other Person, whether in connection herewith or any unrelated transactions; (fvi) any invalidity or unenforceability relating to or against any of the Borrowers, Principal or any other guarantor of any of the Obligations, for any reason related to the Credit Agreement, any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the BorrowersPrincipal, or any other guarantor of the Obligations, of the principal of or interest on any Note Advance or any other amount payable by the Borrowers Principal under the Credit Agreement, the Notes, Agreement or any other Loan Document; or (gvii) any other act or omission to act or delay of any kind by the BorrowersPrincipal, any other guarantor of the Obligations, the Agent, any Lender Bank 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 the any Subsidiary Guarantor’s 's obligations hereunder.

Guaranty Unconditional. Subject to Section 10 hereof, the The obligations of the Subsidiary Guarantor hereunder U.S. Borrower under this Article X shall be 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: (a) any extension, renewal, settlement, compromise, waiver or release (other than a waiver or release of the entire amount of the U.S. Borrower Guaranteed Obligations in connection with the termination in full of the Commitments and the repayment in full of the Loans and all interest, Fees and all other Obligations incurred hereunder and under the other Loan Documents (other than contingent indemnification obligations, unasserted expense reimbursement obligations and Letters of Credit that have been Cash Collateralized or backstopped) concurrently with the termination of the Loan Documents) in respect of to the U.S. Borrower Guaranteed Obligations under any obligation of the Borrowers under the Credit Agreement, any Note, agreement or any other Loan Documentinstrument, by operation of law or otherwise or any obligation of any other guarantor of any of the Obligationsotherwise; (b) any modification or amendment of or supplement to the Credit this Agreement, any Note, or any other Loan Document, or any agreement or instrument evidencing or relating to any Borrower Guaranteed Obligation; (c) any release, nonperfection non-perfection or invalidity of any direct or indirect security for the U.S. Borrower Guaranteed Obligations under any obligation of the Borrowers under the Credit Agreement, agreement or instrument evidencing or relating to any Note, any security agreement, any Loan Document, or any obligations of any other guarantor of any of the U.S. Borrower Guaranteed Obligations; (d) any change in the corporate or limited liability company existence, structure or ownership of any of the Borrowers Credit Party or any other guarantor of any of the Obligations, Subsidiary or any insolvency, bankruptcy, reorganization or other similar proceeding (including under any -221- Debtor Relief Law) affecting any of the Borrowers, Credit Party or any other guarantor of the Obligations, Subsidiary or its assets or any resulting release or discharge of any obligation of any of the Borrowers, Credit Party or other Subsidiary contained in any other guarantor of agreement or instrument evidencing or relating to any of the U.S. Borrower Guaranteed Obligations; (e) the existence of any claim, setoff set-off or other rights which that the Subsidiary Guarantor U.S. Borrower may have at any time against any of other Credit Party, the BorrowersAdministrative Agent, any other guarantor Lender, any Affiliate of any of the Obligations, the Agent, any Lender or any other Person, whether in connection herewith or any unrelated transactions; (f) any invalidity or unenforceability relating to or against any other Credit Party for any reason of the Borrowers, any agreement or any other guarantor of instrument evidencing or relating to any of the U.S. Borrower Guaranteed Obligations, for any reason related to the Credit Agreement, any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrowers, or any other guarantor Credit Party of any of the U.S. Borrower Guaranteed Obligations, of the principal of or interest on any Note or any other amount payable by the Borrowers under the Credit Agreement, the Notes, or any other Loan Document; or (g) any other act or omission to act or delay of any kind by the Borrowers, any other guarantor of the ObligationsCredit Party, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which that might, but for the provisions of this paragraphArticle, constitute a legal or equitable discharge of the Subsidiary GuarantorU.S. Borrower’s obligations hereunderunder this Section other than the irrevocable payment in full of all U.S. Borrower Guaranteed Obligations.

Guaranty Unconditional. Subject to Section 10 hereof, the The obligations of WWI under this ARTICLE VIII shall be construed as a continuing, absolute, unconditional and irrevocable guaranty of payment and shall remain in full force and effect until the Subsidiary Guarantor Final Termination Date. WWI guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the agreement, instrument or document under which they arise, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any of the Lenders with respect thereto. The liability of WWI hereunder shall be absolute and unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected byirrespective of: (a) any extensionlack of validity, renewal, settlement, compromise, waiver legality or release in respect enforceability of any obligation of the Borrowers under the Credit this Agreement, the Notes, the Additional TLCs, any Note, Rate Protection Agreement with a Lender or any other Loan Document, by operation of law or otherwise Document or any obligation of other agreement or instrument relating to any other guarantor of any of the Obligationsthereof; (b) any modification change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any compromise, renewal, extension, acceleration or release with respect thereto, or any other amendment or waiver of or supplement any consent to the Credit departure from this Agreement, the Notes, the Additional TLCs, any Note, Rate Protection Agreement with a Lender or any other Loan Document; (c) any releaseaddition, nonperfection exchange, release or invalidity non-perfection of any direct collateral, or indirect security any release or amendment or waiver of or consent to departure from any other guaranty, for all or any obligation of the Borrowers Guaranteed Obligations; (d) the failure of the Administrative Agent or any Lender (i) to assert any claim or demand or to enforce any right or remedy against the SP1 Borrower, any other Obligor or any other Person (including any other guarantor) under the Credit provisions of this Agreement, any Note, any security agreementAdditional TLC, any Loan Document, Rate Protection Agreement with a Lender or any obligations of other Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor of of, or collateral securing, any of the Obligations; (d) any change in the corporate or limited liability company existence, structure or ownership of any of the Borrowers or any other guarantor of any of the Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any of the Borrowers, or any other guarantor of the Obligations, or its assets or any resulting release or discharge of any obligation of any of the Borrowers, or any other guarantor of any of the Guaranteed Obligations; (e) the existence of any claimamendment to, setoff rescission, waiver, or other rights which the Subsidiary Guarantor may have at modification of, or any time against consent to departure from, any of the Borrowersterms of this Agreement, any other guarantor of any of the Obligations, the AgentNote, any Additional TLC, any Rate Protection Agreement with a Lender or any other Person, whether in connection herewith or any unrelated transactionsLoan Document; (f) any invalidity defense, setoff or unenforceability relating counterclaim which may at any time be available to or be asserted by any Obligor against any of the Borrowers, Administrative Agent or any other guarantor of any of the Obligations, for any reason related to the Credit Agreement, any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrowers, or any other guarantor of the Obligations, of the principal of or interest on any Note or any other amount payable by the Borrowers under the Credit Agreement, the Notes, or any other Loan Document; orLender; (g) any other act reduction, limitation, impairment or omission to act or delay of any kind by the Borrowers, any other guarantor termination of the ObligationsGuaranteed Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and WWI hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the Agentinvalidity, any Lender illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other Person event or occurrence affecting, the Guaranteed Obligations or otherwise; or (h) any other circumstance whatsoever which mightmight otherwise constitute a defense available to, but for the provisions of this paragraph, constitute or a legal or equitable discharge of the Subsidiary Guarantor’s obligations hereunderof, WWI, any other Obligor or any surety or guarantor.

Guaranty Unconditional. Subject to Section 10 hereof, the The obligations of WWI under this Article VIII shall be construed as a continuing, absolute, unconditional and irrevocable guaranty of payment and shall remain in full force and effect until the Subsidiary Guarantor Final Termination Date. WWI guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the agreement, instrument or document under which they arise, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any of the Lenders with respect thereto. The liability of WWI hereunder shall be absolute and unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected byirrespective of: (a) any extensionlack of validity, renewal, settlement, compromise, waiver legality or release in respect enforceability of any obligation of the Borrowers under the Credit this Agreement, the Notes, the Additional TLCs, any Note, Rate Protection Agreement with a Lender or any other Loan Document, by operation of law or otherwise Document or any obligation of other agreement or instrument relating to any other guarantor of any of the Obligationsthereof; (b) any modification change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any compromise, renewal, extension, acceleration or release with respect thereto, or any other amendment or waiver of or supplement any consent to the Credit departure from this Agreement, the Notes, the Additional TLCs, any Note, Rate Protection Agreement with a Lender or any other Loan Document; (c) any releaseaddition, nonperfection exchange, release or invalidity non-perfection of any direct collateral, or indirect security any release or amendment or waiver of or consent to departure from any other guaranty, for all or any obligation of the Borrowers Guaranteed Obligations; (d) the failure of the Administrative Agent or any Lender (i) to assert any claim or demand or to enforce any right or remedy against the SP1 Borrower, any other Obligor or any other Person (including any other guarantor) under the Credit provisions of this Agreement, any Note, any security agreementAdditional TLC, any Loan Document, Rate Protection Agreement with a Lender or any obligations of other Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor of of, or collateral securing, any of the Obligations; (d) any change in the corporate or limited liability company existence, structure or ownership of any of the Borrowers or any other guarantor of any of the Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any of the Borrowers, or any other guarantor of the Obligations, or its assets or any resulting release or discharge of any obligation of any of the Borrowers, or any other guarantor of any of the Guaranteed Obligations; (e) the existence of any claimamendment to, setoff rescission, waiver, or other rights which the Subsidiary Guarantor may have at modification of, or any time against consent to departure from, any of the Borrowersterms of this Agreement, any other guarantor of any of the Obligations, the AgentNote, any Additional TLC, any Rate Protection Agreement with a Lender or any other Person, whether in connection herewith or any unrelated transactionsLoan Document; (f) any invalidity defense, setoff or unenforceability relating counterclaim which may at any time be available to or be asserted by any Obligor against any of the Borrowers, Administrative Agent or any other guarantor of any of the Obligations, for any reason related to the Credit Agreement, any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrowers, or any other guarantor of the Obligations, of the principal of or interest on any Note or any other amount payable by the Borrowers under the Credit Agreement, the Notes, or any other Loan Document; orLender; (g) any other act reduction, limitation, impairment or omission to act or delay of any kind by the Borrowers, any other guarantor termination of the ObligationsGuaranteed Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and WWI hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the Agentinvalidity, any Lender illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other Person event or occurrence affecting, the Guaranteed Obligations or otherwise; or (h) any other circumstance whatsoever which mightmight otherwise constitute a defense available to, but for the provisions of this paragraph, constitute or a legal or equitable discharge of the Subsidiary Guarantor’s obligations hereunderof, WWI, any other Obligor or any surety or guarantor.

Guaranty Unconditional. Subject to Section 10 hereof, the The obligations of the Subsidiary RenRe Guarantor hereunder shall under this Guaranty shall, to the maximum extent permitted by applicable law, be unconditional unconditional, absolute and absolute irrevocable and, without limiting the generality of the foregoing, shall shall, to the maximum extent permitted by applicable law, not be released, discharged or otherwise affected by: (ai) any extension, renewal, settlement, compromise, waiver or release (including with respect to any Collateral) in respect of any obligation of the Borrowers under the Credit Agreement, any Note, or any other Loan Documentobligor under any of the Finance Documents, by operation of law or otherwise or any obligation of any other guarantor of any of the Obligationsotherwise; (bii) any modification or amendment of of, or supplement to the Credit Agreementto, any Note, or any other Loan Documentof the Finance Documents; (ciii) any release, nonperfection non-perfection or invalidity of any direct or indirect security (including the Collateral) for any obligation of the Borrowers under the Credit Agreement, any Note, any security agreement, any Loan Document, or any obligations of any other guarantor of obligor under any of the ObligationsFinance Documents; (div) any change in the corporate or limited liability company existence, structure or ownership of any of the Borrowers or any other guarantor of any of the Obligationsobligor, or any insolvency, bankruptcy, reorganization or other similar proceeding under any Debtor relief law affecting any of the Borrowers, or any other guarantor of the Obligations, obligor or its assets or any resulting release or discharge of any obligation of any of the Borrowers, or any other guarantor of obligor contained in any of the ObligationsFinance Documents; (ev) the existence of any claim, setoff or other rights which the Subsidiary Guarantor any obligor may have at any time against any of the Borrowersother obligor, any other guarantor of any of the Obligations, the Agent, any Lender Finance Party or any other Personcorporation or person, whether in connection herewith with any of the Finance Documents or any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (fvi) any invalidity or unenforceability relating to or against any of the Borrowers, or other obligor for any other guarantor reason of any of the Obligations, for any reason related to the Credit Agreement, any other Loan DocumentFinance Documents, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrowers, or any other guarantor obligor of the Obligationsprincipal, of the principal of or interest on any Note or any other amount payable by under any of the Borrowers under the Credit AgreementFinance Documents; (vii) any law, the Notesregulation or order of any jurisdiction, or any other Loan Documentevent, affecting any term of any obligation or the Finance Parties’ rights with respect thereto; or (gviii) any other act or omission to act or delay of any kind by the Borrowers, any other guarantor of the Obligations, the Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, that might otherwise constitute a legal or equitable discharge of, or a defense, set-off or counterclaim available to, the Borrower, the Guarantor, the RenRe Guarantor or a surety or guarantor generally, other than the occurrence of all of the Subsidiary Guarantor’s following: (1) the payment in full in cash of the Guaranteed Obligations (other than contingent and indemnification obligations hereundernot then due and payable), (2) the cancellation of the Total Stated Amounts and (3) the termination or expiration of all Letters of Credit (unless full Collateral Cover in respect of all outstanding Letters of Credit in the form of Cash denominated in the same currency as such Letter of Credit has been delivered to the Agent) (the events in clauses (1), (2) and (3) above, collectively, the “Termination Requirements”).

Guaranty Unconditional. Subject to Section 10 9 hereof, the obligations of each of the Subsidiary Guarantor Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrowers under the Credit Agreement, any Note, or any other Loan DocumentGuaranteed Obligations, by operation of law or otherwise otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations; (bii) any modification or amendment of or supplement to the Credit Agreement, any Note, Note or any other Loan Document; (ciii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Borrowers Principal under the Credit Agreement, any Note, Note or any security agreement, any other Loan Document, Document or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed Obligations; (div) any change in the corporate or limited liability company existence, structure or ownership of any of the Borrowers Principal or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any of the BorrowersPrincipal, or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of any of the BorrowersPrincipal, or any other guarantor of any of the Guaranteed Obligations; (ev) the existence of any claim, setoff or other rights which the Subsidiary Guarantor Guarantors may have at any time against any of the BorrowersPrincipal, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transactions; (fvi) any invalidity or unenforceability relating to or against any of the BorrowersPrincipal, or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Note, any other Loan Document, Document or any provision of applicable law or regulation purporting to prohibit the payment by the BorrowersPrincipal, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Note or any other amount payable by the Borrowers Principal under the Credit Agreement, the Notes, any Note or any other Loan Document; or; (gvii) any other act or omission to act or delay of any kind by the BorrowersPrincipal, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Subsidiary any Guarantor’s obligations hereunder.

Guaranty Unconditional. Subject to Section 10 hereof, the The obligations of each Guarantor under this Guaranty shall, to the Subsidiary Guarantor hereunder shall maximum extent permitted by applicable law, be unconditional unconditional, absolute and absolute irrevocable and, without limiting the generality of the foregoing, shall shall, to the maximum extent permitted by applicable law, not be released, discharged or otherwise affected by: (ai) any extension, renewal, settlement, compromise, waiver or release (including with respect to any collateral) in respect of any obligation of the Borrowers under the Credit Agreement, any Note, or any other obligor under any of the Loan DocumentDocuments, by operation of law or otherwise or any obligation of any other guarantor of any of the Obligationsotherwise; (bii) any modification or amendment of of, or supplement to the Credit Agreementto, any Note, or any other of the Loan DocumentDocuments; (ciii) any release, nonperfection non-perfection or invalidity of any direct or indirect security (including any collateral) for any obligation of the Borrowers under the Credit Agreement, any Note, any security agreement, any Loan Document, or any obligations of any other guarantor of obligor under any of the ObligationsLoan Documents; (div) any change in the corporate or limited liability company existence, structure or ownership of any of the Borrowers or any other guarantor of any of the Obligationsobligor, or any insolvency, bankruptcy, reorganization or other similar proceeding under any Debtor Relief Law affecting any of the Borrowers, or any other guarantor of the Obligations, obligor or its assets or any resulting release or discharge of any obligation of any of the Borrowers, or any other guarantor of obligor contained in any of the ObligationsLoan Documents; (ev) the existence of any claim, setoff or other rights which the Subsidiary Guarantor any obligor may have at any time against any of the Borrowers, any other guarantor of any of the Obligationsobligor, the Administrative Agent, any 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; (fvi) any invalidity or unenforceability relating to or against any of the Borrowers, or other obligor for any other guarantor reason of any of the Obligations, for any reason related to the Credit Agreement, any other Loan DocumentDocuments, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrowers, or any other guarantor obligor of the Obligationsprincipal, of the principal of or interest on any Note or any other amount payable by under any of the Borrowers under the Credit AgreementLoan Documents; (vii) any law, the Notesregulation or order of any jurisdiction, or any other Loan Documentevent, affecting any term of any obligation or the Lenders’ rights with respect thereto; or (gviii) any other act or omission to act or delay of any kind by the Borrowers, any other guarantor of the Obligations, the Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, that might otherwise constitute a legal or equitable discharge of, or a defense, set-off or counterclaim available to, any Loan Party, Guarantor or a surety or guarantor generally, other than the occurrence of all of the Subsidiary Guarantor’s following: (1) the payment in full in cash of the Guaranteed Obligations (other than contingent and indemnification obligations hereundernot then due and payable) and (2) the termination of the Commitments under the Credit Agreement (the events in clauses (1) and (2) above, collectively, the “Termination Requirements”).

Guaranty Unconditional. Subject to Section 10 hereof, the The obligations of the Subsidiary Guarantor hereunder ---------------------- shall be unconditional and absolute primary obligations, unconditional, absolute, and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation Obligation of the Borrowers Borrower under the Credit Agreement, any Note, or any other Loan DocumentDocuments, by operation of law law, or otherwise or any obligation of any other guarantor of any of the Obligationsotherwise; (b) any release or discharge by operation of law of the Borrower, the Guarantor, or any other guarantor of the Obligations from any obligation or agreement contained in any of the Loan Documents; (c) any termination, modification or amendment of or supplement to the Credit Agreement, any Note, Loan Agreement or any of the other Loan DocumentDocuments; (cd) any release, nonperfection exchange, substitution, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrowers under the Credit Agreement, any Note, any security agreement, any Loan Documentfor, or any obligations of any other guarantor of guaranty of, any of the Guaranteed Obligations; (de) any change in the corporate or limited liability company existence, structure or ownership of any of the Borrowers or any other guarantor of any of the ObligationsBorrower, or any insolvency, bankruptcy, reorganization reorganization, arrangement, readjustment, assignment for the benefit of creditors, composition, receivership, liquidation, marshaling of assets and liabilities or other similar proceeding events or proceedings affecting any of the Borrowers, or any other guarantor of the Obligations, Borrower or its assets or any resulting release or discharge of any obligation Obligation of the Borrower under the Loan Documents; (f) any merger or consolidation of the Borrower into or with any Person, or any sale, lease or transfer of any of the Borrowers, assets of the Borrower or the Guarantor to any other guarantor of any of the ObligationsPerson; (eg) the existence of any claim, setoff set-off, or other rights which the Subsidiary Guarantor may have at any time against any of the Borrowers, any other guarantor of any of the Obligations, the Agent, any Lender Borrower or any other Person, whether in connection herewith or with any unrelated transactions; (fh) any invalidity or unenforceability of the Loan Agreement relating to or against any of the Borrowers, or any other guarantor of any of the Obligations, Borrower for any reason related to the Credit Agreement, any other Loan Documentreason, or any provision of applicable law or regulation purporting to prohibit the payment by the BorrowersBorrower of its Obligations under the Loan Agreement or the other Loan Documents; (i) the failure of any financing source, including without limitation the Lenders or the Borrower, to obtain or maintain any required Permits (including a license or exemption issued pursuant to Section 6.4.6 of the Compact) or the termination or revocation of any such license or exemption, or any other guarantor finding of the ObligationsBorrower or the Lenders as unsuitable by any California State gaming agency, regardless of whether any of the principal of or foregoing results in the Twenty-Nine Palms Enterprises Corporation not being required to pay interest on any Note or any other amount payable by the Borrowers under the Credit Agreement, Bank Loan or otherwise impairs or invalidates the Notes, or any other Loan DocumentTwenty-Nine Palms Enterprises Corporation's obligations under the Bank Loan; or (gj) any other act or omission to act or delay of any kind by the Borrowers, any other guarantor of Lenders or the Obligations, the Agent, any Lender Borrower or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraphSection 3, constitute a legal or equitable discharge of the Subsidiary Guarantor’s 's obligations hereunder.

Guaranty Unconditional. Subject to Section 10 9 hereof, the obligations of the Subsidiary Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrowers under the Credit Agreement, any Note, or any other Loan DocumentGuaranteed Obligations, by operation of law or otherwise otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations; (bii) any modification or amendment of or supplement to the Credit Agreement, any Note, or any other Loan Document; (ciii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Borrowers Borrower under the Credit Agreement, any Note, any security agreement, any other Loan Document, or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Bank with respect to any collateral securing all or any part of the Guaranteed Obligations; (div) any change in the corporate or limited liability company existence, structure or ownership of any of the Borrowers Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any of the BorrowersBorrower, or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of any of the BorrowersBorrower, or any other guarantor of any of the Guaranteed Obligations; (ev) the existence of any claim, setoff or other rights which the Subsidiary Guarantor may have at any time against any of the BorrowersBorrower, any other guarantor of any of the Guaranteed Obligations, the Agent, any Lender Bank or any other Person, whether in connection herewith or any unrelated transactions; (fvi) any invalidity or unenforceability relating to or against any of the BorrowersBorrower, or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the BorrowersBorrower, or any other guarantor of the Guaranteed Obligations, of the principal Borrower of or interest on any Note or any other amount payable by the Borrowers Borrower under the Credit Agreement, the Notesany Note, or any other Loan Document; or (gvii) any other act or omission to act or delay of any kind by the BorrowersBorrower, any other guarantor of the Guaranteed Obligations, the Agent, any Lender 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 Subsidiary Guarantor’s 's obligations hereunder, other than the full, final and irrevocable payment of the Obligations.

Guaranty Unconditional. Subject to Section 10 hereof, the The obligations of the Subsidiary Guarantor hereunder Company under this Article 10 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrowers under the Credit Agreement, any Note, UKHC or any other Eligible Subsidiary under any Loan Document, by operation of law or otherwise or any obligation of any other guarantor of any of the Obligationsotherwise; (b) any modification or amendment of or supplement to the Credit this Agreement, any Note, any Letter of Credit, any Apollo Letter of Credit or any other Loan Document; (c) any release, nonperfection impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrowers UKHC or any Eligible Subsidiary under the Credit Agreement, any Note, any security agreement, any Loan Document, or any obligations of any other guarantor of any of the Obligations; (d) any change in the corporate or limited liability company existence, structure or ownership of any of the Borrowers UKHC or any other guarantor of any of the ObligationsEligible Subsidiary, or any bankruptcy, insolvency, bankruptcy, reorganization or other similar proceeding affecting any of the Borrowers, UKHC or any other guarantor of the Obligations, Eligible Subsidiary or its assets or any resulting release or discharge of any obligation of any of the Borrowers, UKHC or any other guarantor of Eligible Subsidiary contained in any of the ObligationsLoan Document; (e) the existence of any claim, setoff set-off or other rights which the Subsidiary Guarantor Company may have at any time against UKHC or any of the BorrowersEligible Subsidiary, any other guarantor of any of the Obligations, the Agent, any Lender 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; (f) any the invalidity or unenforceability relating to or against any of the Borrowers, UKHC or any other guarantor of any of the Obligations, Eligible Subsidiary for any reason related to the Credit of this Agreement, any of its Notes, any Letter of Credit, any Apollo Letter of Credit or any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrowers, UKHC or any other guarantor of the Obligations, Eligible Subsidiary of the principal of or interest on any Note of its Notes or any other amount payable by the Borrowers it under the Credit Agreement, the Notes, or any other Loan DocumentDocuments; or (g) any other act or omission to act or delay of any kind by the Borrowers, UKHC or any other guarantor of the ObligationsEligible Subsidiary, the Administrative Agent, any Lender 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 the Subsidiary Guarantor’s Company's obligations hereunder.

Guaranty Unconditional. Subject to Section 10 hereof, the The obligations of the each Subsidiary Guarantor hereunder under this Article XII shall be unconditional unconditional, irrevocable and absolute and, without limiting the generality of the foregoing, shall not be released, discharged discharged, or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver waiver, or release in respect of any obligation of the Borrowers or other Obligor or of any other guarantor under the Credit Agreement, any Note, this Agreement or any other Loan Document, Document or by operation of law or otherwise or any obligation of any other guarantor of any of the Obligationsotherwise; (b) any modification or amendment of or supplement to the Credit Agreement, any Note, this Agreement or any other Loan Document; (c) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Borrowers under the Credit Agreement, any Note, any security agreement, any Loan Document, or any obligations of any other guarantor of any of the Obligations; (d) any change in the corporate or limited liability company existence, structure structure, or ownership of of, any of the Borrowers Borrower or other Obligor, any other guarantor of any of the Obligationsguarantor, or any insolvencyof their respective assets, bankruptcy, reorganization or other similar proceeding affecting any of the Borrowers, or any other guarantor of the Obligations, or its assets or any resulting release or discharge of any obligation of any the Borrowers or other Obligor or of the Borrowers, or any other guarantor of contained in any of the ObligationsLoan Document; (ed) the existence of any claim, setoff set-off, or other rights which the Subsidiary Guarantor any Borrower or other Obligor or any other guarantor may have at any time against any of the Borrowers, any other guarantor of any of the Obligations, the Administrative Agent, any Lender Lender, or any other Person, whether or not arising in connection herewith herewith; (e) any failure to assert, or any unrelated transactionsassertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrowers or other Obligor, 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 Borrowers or other Obligor, regardless of what obligations of the Borrowers or other Obligor remain unpaid; (g) any invalidity or unenforceability relating to or against any of the Borrowers, Borrowers or other Obligor or any other guarantor of any of the Obligations, for any reason related to the Credit Agreement, of this Agreement or of any other Loan Document, Document or any provision of applicable law or regulation purporting to prohibit the payment by the Borrowers, Borrowers or other Obligor or any other guarantor of the Obligations, of the principal of or interest on any Note Loan or any Letter of Credit Reimbursement Obligation or any other amount payable by the Borrowers under the Credit Agreement, the Notes, or any other Loan DocumentDocuments; or (gh) any other act or omission to act or delay of any kind by the Borrowers, any other guarantor of the Obligations, the Administrative Agent, any Lender 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 obligations of any Subsidiary Guarantor’s obligations hereunderGuarantor under this Article XII.

Guaranty Unconditional. Subject to Section 10 9 hereof, the obligations of each of the Subsidiary Guarantor Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrowers under the Credit Agreement, any Note, or any other Loan DocumentGuaranteed Obligations, by operation of law or otherwise otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations; (bii) any modification or amendment of or supplement to the Credit Agreement, any Note, Note or any other Loan Document; (ciii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Borrowers Principal under the Credit Agreement, any Note, Note or any security agreement, any other Loan Document, Document or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed Obligations; (div) any change in the corporate or limited liability company existence, structure or ownership of any of the Borrowers Principal or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any of the BorrowersPrincipal, or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of any of the BorrowersPrincipal, or any other guarantor of any of the Guaranteed Obligations; (ev) the existence of any claim, setoff or other rights which the Subsidiary Guarantor Guarantors may have at any time against any of the BorrowersPrincipal, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transactions; (fvi) any invalidity or unenforceability relating to or against any of the BorrowersPrincipal, or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Note, any other Loan Document, Document or any provision of applicable law or regulation purporting to prohibit the payment by the BorrowersPrincipal, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Note or any other amount payable by the Borrowers Principal under the Credit Agreement, the Notes, any Note or any other Loan Document; or (gvii) any other act or omission to act or delay of any kind by the BorrowersPrincipal, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Subsidiary any Guarantor’s obligations hereunder.

Guaranty Unconditional. Subject to Section 10 hereof, the The obligations of the Subsidiary Guarantor Fries & Fries hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be delayed, released, discharged or otherwise affected by: (ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrowers under the Credit Agreement, any Note, or any other Obligor under any Loan Document, by operation of law or otherwise otherwise, and (to the extent applicable) any right under partnership or other applicable law to require any obligation of any other guarantor of any of the ObligationsPerson to seek remedies against partnership assets before proceeding against its partners; (bii) any modification or amendment of or supplement to the Credit Agreement, any Note, or any other Loan Document; (ciii) any release, nonperfection impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrowers any other Obligor under the Credit Agreement, any Note, any security agreement, any Loan Document, or any obligations of any other guarantor of any of the Obligations; (div) any change in the corporate or limited liability company general partnership existence, structure or ownership of any of the Borrowers or any other guarantor of any of the ObligationsObligor, or any dissolution, insolvency, bankruptcy, reorganization or other similar proceeding affecting any of the Borrowers, or any other guarantor of the Obligations, Obligor or its assets or any resulting release or discharge of any obligation of any of the Borrowers, or other Obligor contained in any other guarantor of any of the ObligationsLoan Agreement; (ev) the existence of any claim, setoff set-off or other rights which the Subsidiary Guarantor Fries & Fries may have at any time against any of the Borrowersother Obligor, any other guarantor of any of the Obligations, the either Agent, any Lender 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; (fvi) any invalidity or unenforceability relating to or against any of the Borrowers, or any other guarantor of any of the Obligations, Obligor for any reason related to the Credit Agreement, of any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrowers, or any other guarantor of the Obligations, Obligor of the principal of or interest on any Note or any other amount payable by the Borrowers any other Obligor under the Credit Agreement, the Notes, or any other Loan Document; or (gvii) any other act or omission to act or delay of any kind by the Borrowers, any other guarantor of the ObligationsObligor, the either Agent, any Lender 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 Fries & Fries's obligations or any other Obligor's obligations, as the Subsidiary Guarantor’s obligations case may be, hereunder.

Guaranty Unconditional. Subject The obligations of each Guarantor as a guarantor under this Section 11 and with respect to Section 10 hereofthe Loan Documents, the obligations of instruments or documents governing any Hedging Liability and the Subsidiary Guarantor hereunder instruments or documents governing any Funds Transfer and Deposit Account Liability (the Loan Documents and such other instruments and documents governing the Hedging Liability and the Funds Transfer and Deposit Account Liability being hereinafter referred to collectively as the "Guaranteed Debt Documents" and individually as a "Guaranteed Debt Document,") shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrowers Borrower or of any other Guarantor under the Credit Agreement, any Note, this Agreement or any other Loan Document, Guaranteed Debt Document or by operation of law or otherwise or any obligation of any other guarantor of any of the Obligationsotherwise; (b) any modification or amendment of or supplement to the Credit Agreement, any Note, this Agreement or any other Loan Guaranteed Debt Document; (c) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Borrowers under the Credit Agreement, any Note, any security agreement, any Loan Document, or any obligations of any other guarantor of any of the Obligations; (d) any change in the corporate or limited liability company existence, structure or ownership of any of the Borrowers or any other guarantor of any of the Obligationsof, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting affecting, the Borrower, any of the Borrowersother Guarantor, or any other guarantor of the Obligationstheir respective assets, or its assets or any resulting release or discharge of any obligation of any the Borrower or of the Borrowers, or any other guarantor of Guarantor contained in any of the ObligationsGuaranteed Debt Document; (ed) the existence of any claim, setoff set-off or other rights which the Subsidiary Guarantor may have at any time against any of the Borrowers, any other guarantor of any of the Obligations, the Agent, any Lender or any other Person, whether or not arising in connection herewith herewith; (e) any failure to assert, or any unrelated transactionsassertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower, 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 Borrower, regardless of what obligations of the Borrower remain unpaid; (g) any invalidity or unenforceability relating to or against any of the Borrowers, Borrower or any other guarantor of any of the Obligations, Guarantor for any reason related to the Credit Agreement, of this Agreement or of any other Loan Document, Guaranteed Debt Document or any provision of applicable law or regulation purporting to prohibit the payment by the Borrowers, Borrower or any other guarantor of the Obligations, Guarantor of the principal of or interest on any Note or any other amount payable by the Borrowers them under the Credit Agreement, the Notes, or any other Loan DocumentGuaranteed Debt Documents; or (gh) any other act or omission to act or delay of any kind by the Borrowers, any other guarantor of the Obligations, the Agent, any Lender or any other Person or any other circumstance whatsoever which that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Subsidiary Guarantor’s obligations hereunderof the Guarantors under the Guaranteed Debt Documents.

Guaranty Unconditional. Subject to Section 10 hereof, the The obligations of the each Subsidiary Guarantor hereunder under this Article XII shall be unconditional unconditional, irrevocable and absolute and, without limiting the generality of the foregoing, shall not be released, discharged discharged, or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver waiver, or release in respect of any obligation of the Borrowers or other Obligor or of any other guarantor under the Credit Agreement, any Note, this Agreement or any other Loan Document, Document or by operation of law or otherwise or any obligation of any other guarantor of any of the Obligationsotherwise; (b) any modification or amendment of or supplement to the Credit Agreement, any Note, this Agreement or any other Loan Document; (c) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Borrowers under the Credit Agreement, any Note, any security agreement, any Loan Document, or any obligations of any other guarantor of any of the Obligations; (d) any change in the corporate or limited liability company existence, structure structure, or ownership of of, any of the Borrowers Borrower or other Obligor, any other guarantor of any of the Obligationsguarantor, or any insolvencyof their respective assets, bankruptcy, reorganization or other similar proceeding affecting any of the Borrowers, or any other guarantor of the Obligations, or its assets or any resulting release or discharge of any obligation of any the Borrowers or other Obligor or of the Borrowers, or any other guarantor of contained in any of the ObligationsLoan Document; (ed) the existence of any claim, setoff set-off, or other rights which the Subsidiary Guarantor any Borrower or other Obligor or any other guarantor may have at any time against any of the Borrowers, any other guarantor of any of the Obligations, the Administrative Agent, any Lender Lender, or any other Person, whether or not arising in connection herewith herewith; (e) any failure to assert, or any unrelated transactionsassertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrowers or other Obligor, 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 Borrowers or other Obligor, regardless of what obligations of the Borrowers or other Obligor remain unpaid; (g) any invalidity or unenforceability relating to or against any of the Borrowers, Borrowers or other Obligor or any other guarantor of any of the Obligations, for any reason related to the Credit Agreement, of this Agreement or of any other Loan Document, Document or any provision of applicable law or regulation purporting to prohibit the payment by the Borrowers, Borrowers or other Obligor or any other guarantor of the Obligations, of the principal of or interest on any Note Loan or any other amount payable by the Borrowers under the Credit Agreement, the Notes, or any other Loan DocumentDocuments; or (gh) any other act or omission to act or delay of any kind by the Borrowers, any other guarantor of the Obligations, the Administrative Agent, any Lender 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 obligations of any Subsidiary Guarantor’s obligations hereunderGuarantor under this Article XII.

Guaranty Unconditional. Subject to Section 10 hereof, the The obligations of the Subsidiary Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrowers Borrower under the Credit Agreement, any Term Loan Note, or any other Loan Document, by operation of law or otherwise or any obligation of any other guarantor of any of the Guaranteed Obligations; (bii) any modification or amendment of or supplement to the Credit Agreement, any Term Loan Note, or any other Loan Document; (ciii) any release, nonperfection or invalidity of any direct or indirect security security, if any, for any obligation of the Borrowers Borrower under the Credit Agreement, any Term Loan Note, any security agreement, any Loan Document, or any obligations of any other guarantor of any of the Guaranteed Obligations;; 144 (div) any change in the partnership structure or ownership of the Borrower or corporate or limited liability company existence, structure or ownership of any of the Borrowers other Guarantor or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any of the Borrowers, other Guarantor or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Borrower, or any of the Borrowers, other Guarantor or any other guarantor of any of the Guaranteed Obligations; (ev) the existence of any claim, setoff or other rights which the Subsidiary Guarantor Guarantors may have at any time against the Borrower, any of the Borrowers, other Guarantor or any other guarantor of any of the Guaranteed Obligations, the Agent, any Lender 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; (fvi) any invalidity or unenforceability relating to or against the Borrower, or any of the Borrowers, other Guarantor or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any other Loan Document, or any other Guaranty, or any provision of applicable law or regulation purporting to prohibit the payment by the BorrowersBorrower, or any other Guarantor or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Term Loan Note or any other amount payable by the Borrowers Borrower under the Credit Agreement, the Term Loan Notes, or any other Loan Document; or (gvii) any other act or omission to act or delay of any kind by the BorrowersBorrower, any other Guarantor or any other guarantor of the Guaranteed Obligations, the Agent, any Lender 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 Subsidiary Guarantor’s 's obligations hereunder.

Guaranty Unconditional. Subject to Section 10 hereof, the The obligations of the Subsidiary Guarantor hereunder under this Article 17 shall be unlimited, unconditional and absolute andand shall not be subject to any reduction, limitation, impairment, discharge or termination for any reason, including, without limitation, any claim, defense or setoff, 100 counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability or any other obligation or otherwise. Without limiting the generality of the foregoing, the obligations of the Guarantor shall not be released, discharged or impaired, limited or otherwise affected by:: 17. (a) 2.1 any change in the manner, place or terms of payment or performance, and/or any change or extension of the time of payment or performance of, extension, renewal, settlement, compromise, waiver or release release, or any new agreements relating to any obligation, any security thereof, or any liability incurred directly or indirectly in respect of thereof, or any obligation of the Borrowers under the rescission of, or amendment, waiver or other modification or, or any consent to depart from, this Credit Agreement, any Note, Agreement or any other Loan Document, by operation including any increase in the Guaranteed Obligations resulting from the extension of law or otherwise or any obligation of any other guarantor of any of the Obligations; (b) any modification or amendment of or supplement additional credit to the Credit Agreement, any Note, Borrower or any other Loan Document;otherwise; 17. (c) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Borrowers under the Credit Agreement, any Note, any security agreement, any Loan Document, or any obligations of any other guarantor of any of the Obligations; (d) 2.2 any change in the corporate or limited liability company existence, structure or ownership of any of the Borrowers Borrower or any other guarantor of any of the ObligationsPerson, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any event of the Borrowers, or type described in Section 14.1(e) with respect to any other guarantor of the Obligations, or its assets or any resulting release or discharge of any obligation of any of the Borrowers, or any other guarantor of any of the Obligations;Person; 17. (e) 2.3 the existence of any claim, setoff set-off or other rights which that the Subsidiary Guarantor may have at any time against any of the BorrowersBorrower, the Administrative Agent, any other guarantor of any of the Obligations, the Agent, any Lender Syndication Party or any other Person, whether in connection herewith or with any unrelated transactions;; 17. (f) 2.4 any invalidity or unenforceability relating to or against any of the Borrowers, or any other guarantor of any of the Obligations, Borrower for any reason related to the Credit Agreement, of any other Loan Document, or any provision of applicable law or regulation Applicable Law purporting to prohibit the payment performance by the BorrowersBorrower of any of its obligations under the Loan Documents; 17. 2.5 any sale, exchange, release, surrender, loss, abandonment, realization upon any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, all or any of the Guaranteed Obligations, and/or any offset there against, or failure to perfect, or continue the perfection of, any Lien in any such property, or delay in the perfection of any such Lien, or any amendment or waiver of or consent to departure from any other guaranty for all or any of the Guaranteed Obligations; 17. 2.6 the failure by the Administrative Agent or any Syndication Party to assert any claim or demand or to enforce any right or remedy against the Borrower or any other Person under the provisions of this Credit Agreement or any other Financing Document or any other document or instrument executed and delivered in connection herewith or therewith; and 17. 2.7 any other agreements or circumstance of any nature whatsoever that may or might in any manner or to any extent vary the risk of the Guarantor, or any other guarantor circumstance whatsoever that might constitute a 101 defense to, or legal or equitable discharge of, the Guaranty hereunder and/or the obligations of the ObligationsGuarantor, or a defense to, or discharge of, any of the principal of or interest on any Note or any other amount payable by the Borrowers under the Credit Agreement, the Notes, or any other Loan Document; or (g) any other act or omission to act or delay of any kind by the Borrowers, any other guarantor of the Obligations, the Agent, any Lender Obligors or any other Person or any other circumstance whatsoever which might, but for party hereto or the provisions of this paragraph, constitute a legal Guaranteed Obligations or equitable discharge otherwise in respect of the Subsidiary Guarantor’s obligations hereunderAdvances to the Borrower, in each case pursuant to this Credit Agreement and/or other Loan Documents.

Guaranty Unconditional. Subject to Section 10 hereof, the The obligations of the Subsidiary Guarantor Company hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrowers any Eligible Subsidiary under the Credit Agreement, any Note, this Agreement or any other Loan DocumentNote or Bankers' Acceptance, by operation of law or otherwise or any obligation of any other guarantor of any of the Obligationsotherwise; (b) any modification or amendment of or supplement to the Credit Agreement, any Note, this Agreement or any other Loan DocumentNote or Bankers' Acceptance; (c) any release, nonperfection impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrowers any Eligible Subsidiary under the Credit Agreement, any Note, any security agreement, any Loan Document, this Agreement or any obligations of any other guarantor of any of the ObligationsNote or Bankers' Acceptance; (d) any change in the corporate or limited liability company existence, structure or ownership of any of the Borrowers or any other guarantor of any of the ObligationsEligible Subsidiary, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any of the Borrowers, or any other guarantor of the Obligations, Eligible Subsidiary or its assets or any resulting release or discharge of any obligation of any of the Borrowers, Eligible Subsidiary contained in this Agreement or any other guarantor of any of the ObligationsNote or Bankers' Acceptance; (e) the existence of any claim, setoff set-off or other rights which the Subsidiary Guarantor Company may have at any time against any of the BorrowersEligible Subsidiary, any other guarantor of any of the Obligations, the Agent, any Lender 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; (f) any invalidity or unenforceability relating to or against any of the Borrowers, or any other guarantor of any of the Obligations, Eligible Subsidiary for any reason related to the Credit Agreement, of this Agreement or any other Loan DocumentNote or Bankers' Acceptance, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrowers, or any other guarantor of the Obligations, Eligible Subsidiary of the principal of or interest on any Note Loan or any other amount payable by the Borrowers it under the Credit Agreement, the Notes, this Agreement or any other Loan DocumentNote or Bankers' Acceptance; or (g) any other act or omission to act or delay of any kind by the Borrowersany Eligible Subsidiary, any other guarantor of the Obligations, the Agent, any Lender Agent or Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to the Subsidiary Guarantor’s Company's obligations hereunder.