Common use of Bankruptcy No Discharge Clause in Contracts

Bankruptcy No Discharge. (a) Without limiting Section 17.3, the Obligor Guarantee shall not be discharged or otherwise affected by any bankruptcy, reorganization or similar proceeding commenced by or against the Company or any other Obligor, including (i) any discharge of, or bar or stay against collecting, all or any part of the Obligations in or as a result of any such proceeding, whether or not assented to by any Beneficiary, (ii) any disallowance of all or any portion of any Beneficiary’s claim for repayment of the Obligations, (iii) any use of cash or other collateral in any such proceeding, (iv) any agreement or stipulation as to adequate protection in any such proceeding, (v) any failure by any Beneficiary to file or enforce a claim against the Company or any other Obligor or its estate in any bankruptcy or reorganization case, (vi) any amendment, modification, stay or cure of any Beneficiary’s rights that may occur in any such proceeding, (vii) any election by any Beneficiary under Section 1112(b)(2) of the Bankruptcy Code, or (viii) any borrowing or grant of a lien under Section 364 of the Bankruptcy Code. Each Guarantor understands and acknowledges that by virtue of the Obligor Guarantee, it has specifically assumed any and all risks of any such proceeding with respect to the Company and each other Obligor. (b) Notwithstanding anything to the contrary herein contained, the Obligor Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time any payment, or any part thereof, of any or all of the Obligations is rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be restored or returned by any Beneficiary in connection with any bankruptcy, reorganization or similar proceeding involving the Company, any other Obligor or otherwise or if any Beneficiary elects to return any such payment or proceeds or any part thereof in its sole discretion, all as though such payment had not been made or such proceeds not been received.

Bankruptcy No Discharge. (a) Without limiting Section 17.3, the Obligor Guarantee shall not be discharged or otherwise affected by any bankruptcy, reorganization or similar proceeding commenced by or against the Company or any other Obligor, including (i) any discharge of, or bar or stay against collecting, all or any part of the Obligations in or as a result of any such proceeding, whether or not assented to by any Beneficiary, (ii) any disallowance of all or any portion of any Beneficiary’s 's claim for repayment of the Obligations, (iii) any use of cash or other collateral in any such proceeding, (iv) any agreement or stipulation as to adequate protection in any such proceeding, (v) any failure by any Beneficiary to file or enforce a claim against the Company or any other Obligor or its estate in any bankruptcy or reorganization case, (vi) any amendment, modification, stay or cure of any Beneficiary’s 's rights that may occur in any such proceeding, (vii) any election by any Beneficiary under Section 1112(b)(2) of the Bankruptcy Code, or (viii) any borrowing or grant of a lien under Section 364 of the Bankruptcy Code. Each Guarantor understands and acknowledges that by virtue of the Obligor Guarantee, it has specifically assumed any and all risks of any such proceeding with respect to the Company and each other Obligor. (b) Notwithstanding anything in this Article 17 to the contrary, any Event of Default under the Guaranteed Securities or Section 5.1 of this Indenture shall render all Obligations automatically due and payable for purposes of the Obligor Guarantee, without demand on the part of the Trustee or any Holder. (c) Notwithstanding anything to the contrary herein contained, the Obligor Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time any payment, or any part thereof, of any or all of the Obligations is rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be restored or returned by any Beneficiary in connection with any bankruptcy, reorganization or similar proceeding involving the Company, any other Obligor or otherwise or if any Beneficiary elects to return any such payment or proceeds or any part thereof in its sole discretion, all as though such payment had not been made or such proceeds not been received.

Bankruptcy No Discharge. (a) Without limiting Section 17.310.3, the Obligor Guarantee this Guaranty shall not be discharged or otherwise affected by any bankruptcy, reorganization reorganization, liquidation, dissolution or similar proceeding commenced by or against the Company Company, any Guarantor or any other Obligor, including (i) any discharge of, or bar or stay against collecting, all or any part of the Guarantied Obligations in or as a result of any such proceeding, whether or not assented to by any the Beneficiary, (ii) any disallowance of all or any portion of any the Beneficiary’s claim for repayment of the Guarantied Obligations, (iii) any use of cash or other collateral in any such proceeding, (iv) any agreement or stipulation as to adequate protection in any such proceeding, (v) any failure by any the Beneficiary to file or enforce a claim against the Company Company, any Guarantor or any other Obligor or its estate in any bankruptcy or reorganization case, (vi) any amendment, modification, stay or cure of any the Beneficiary’s rights that may occur in any such proceeding, (vii) any election by any the Beneficiary under Section 1112(b)(21111(b)(2) of the Bankruptcy Code, or (viii) any borrowing or grant of a lien Lien under Section 364 of the Bankruptcy Code. Each Guarantor understands and acknowledges that by virtue of the Obligor Guaranteethis Guaranty, it has specifically assumed any and all risks of any such proceeding with respect to the Company and each other Obligor. (b) Notwithstanding anything to the contrary herein containedherein, any Event of Default under Section 11.1(h) or Section 11.1(i) shall render all Guarantied Obligations automatically due and payable for purposes of this Guaranty, without demand on the Obligor Guarantee part of the Beneficiary. (c) Notwithstanding anything to the contrary contained herein, this Guaranty (and any Lien on the Collateral securing this Guaranty or the Guarantied Obligations) shall continue to be effective or be reinstated, as the case may be, if at any time any payment, or any part thereof, of any or all of the Guarantied Obligations is rescinded, invalidated, declared to be fraudulent or preferential voidable as a preference or otherwise required to be restored or returned by any the Beneficiary in connection with any bankruptcy, reorganization reorganization, liquidation, dissolution or similar proceeding involving the Company, any other Obligor or otherwise otherwise, or if any the Beneficiary elects to return any such payment or proceeds or any part thereof in its sole discretion, all as though such payment had not been made or such proceeds not been received.

Bankruptcy No Discharge. (a) Without limiting Section 17.38.02 or any other provision of this Article VIII, the Obligor Guarantee shall not be discharged or otherwise affected by any bankruptcy, reorganization or similar proceeding commenced by or against the Company any Borrower or any other ObligorGuarantor, including (i) any discharge of, or bar or stay against collecting, all or any part of the Obligations in or as a result of any such proceeding, whether or not assented to by any Beneficiarythe Lenders, (ii) any disallowance of all or any portion of any Beneficiary’s claim for repayment of the Obligations, (iii) any use of cash or other collateral in any such proceeding, (iv) any agreement or stipulation as to adequate protection in any such proceeding, (v) any failure by any Beneficiary Lender to file or enforce a claim against the Company any Borrower or any other Obligor Guarantor or its estate in any bankruptcy or reorganization case, (vi) any amendment, modification, stay or cure of any Beneficiary’s Lender's rights that may occur in any such proceeding, (vii) any election by any Beneficiary Lender under Section 1112(b)(2) of the Bankruptcy Code, or (viii) any borrowing or grant of a lien Lien under Section 364 of the Bankruptcy Code. Each Guarantor understands and acknowledges that by virtue of the Obligor this Guarantee, it has specifically assumed any and all risks of any such proceeding with respect to the Company Borrowers and each other ObligorGuarantor. (b) Notwithstanding anything in this Article VIII to the contrary, any Event of Default under Section 7.01(f) or (g) of this Agreement shall render all Obligations automatically due and payable for purposes of the Guarantee, without demand on the part of the Lenders. (c) Notwithstanding anything to the contrary herein contained, the Obligor Guarantee (and any Lien on the Collateral securing the Guarantee or the Obligations) shall continue to be effective or be reinstated, as the case may be, if at any time any payment, or any part thereof, of any or all of the Obligations is rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be restored or returned by any Beneficiary Lender in connection with any bankruptcy, reorganization or similar proceeding involving the Companyany Borrower, any other Obligor Guarantor or otherwise otherwise, if the proceeds of any Collateral are required to be returned by any Lender under any such circumstances, or if any Beneficiary Lender elects to return any such payment or proceeds or any part thereof in its sole discretion, all as though such payment had not been made or such proceeds not been received.

Bankruptcy No Discharge. (a) Without limiting Section 17.38.02 or any other provision of this Article VIII, the Obligor Guarantee shall not be discharged or otherwise affected by any bankruptcy, reorganization or similar proceeding commenced by or against the Company any Borrower or any other ObligorGuarantor, including (i) any discharge of, or bar or stay against collecting, all or any part of the Obligations in or as a result of any such proceeding, whether or not assented to by any Beneficiarythe Lenders, (ii) any disallowance of all or any portion of any Beneficiary’s claim for repayment of the Obligations, (iii) any use of cash or other collateral in any such proceeding, (iv) any agreement or stipulation as to adequate protection in any such proceeding, (v) any failure by any Beneficiary Lender to file or enforce a claim against the Company any Borrower or any other Obligor Guarantor or its estate in any bankruptcy or reorganization case, (vi) any amendment, modification, stay or cure of any Beneficiary’s Lender's rights that may occur in any such proceeding, (vii) any election by any Beneficiary Lender under Section 1112(b)(2) of the Bankruptcy Code, or (viii) any borrowing or grant of a lien Lien under Section 364 of the Bankruptcy Code. Each Guarantor understands and acknowledges that by virtue of the Obligor this Guarantee, it has specifically assumed any and all risks of any such proceeding with respect to the Company Borrowers and each other ObligorGuarantor. (b) Notwithstanding anything in this Article VIII to the contrary herein containedcontrary, the Obligor Guarantee any Event of Default under Section 7.01(f) or (g) of this Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment, or any part thereof, of any or render all Obligations automatically due and payable for purposes of the Obligations is rescindedGuarantee, invalidated, declared to be fraudulent or preferential or otherwise required to be restored or returned by any Beneficiary in connection with any bankruptcy, reorganization or similar proceeding involving without demand on the Company, any other Obligor or otherwise or if any Beneficiary elects to return any such payment or proceeds or any part thereof in its sole discretion, all as though such payment had not been made or such proceeds not been receivedof the Lenders.

Bankruptcy No Discharge. (a) Without limiting Section 17.312.02, the Obligor no Subsidiary Guarantee shall not be discharged or otherwise affected by any bankruptcy, reorganization or similar proceeding commenced by or against the Company or any other ObligorSubsidiary Guarantor, including (i) any discharge of, or bar or stay against collecting, all or any part of the Company Obligations in or as a result of any such proceeding, whether or not assented to by any Beneficiary, (ii) any disallowance of all or any portion of any Beneficiary’s claim for repayment of the Company Obligations, (iii) any use of cash or other collateral in any such proceeding, (iv) any agreement or stipulation as to adequate protection in any such proceeding, (v) any failure by any Beneficiary to file or enforce a claim against the Company or any other Obligor obligor or its estate in any bankruptcy or reorganization case, (vi) any amendment, modification, stay or cure of any Beneficiary’s rights that may occur in any such proceeding, (vii) any election by any Beneficiary under Section 1112(b)(2) of the Federal Bankruptcy Code, or (viii) any borrowing or grant of a lien Lien under Section 364 of the Federal Bankruptcy Code. Each Subsidiary Guarantor understands and acknowledges that by virtue of the Obligor its Subsidiary Guarantee, it has specifically assumed any and all risks of any such proceeding with respect to the Company and each other ObligorSubsidiary Guarantor. (b) Notwithstanding anything in this Article Twelve to the contrary, any Event of Default under Section 5.01(g) or (h) of this Indenture shall render all Company Obligations automatically due and payable for purposes of the Subsidiary Guarantees, without demand on the part of the Trustee or any Holder. (c) Notwithstanding anything to the contrary herein contained, the Obligor Guarantee Subsidiary Guarantees shall continue to be effective or be reinstated, as the case may be, if at any time any payment, or any part thereof, of any or all of the Company Obligations is rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be restored or returned by any Beneficiary in connection with any bankruptcy, reorganization or similar proceeding involving the Company, any other Obligor Subsidiary Guarantor or otherwise otherwise, or if any Beneficiary elects to return any such payment or proceeds or any part thereof in its sole discretion, all as though such payment had not been made or such proceeds not been received.

Bankruptcy No Discharge. (a) Without limiting Section 17.33, the Obligor Guarantee this Guaranty shall not be discharged or otherwise affected by any bankruptcy, reorganization reorganization, liquidation, dissolution or similar proceeding commenced by or against the Company or any other Obligor, including (i) any discharge of, or bar or stay against collecting, all or any part of the Guarantied Obligations in or as a result of any such proceeding, whether or not assented to by any the Beneficiary, and (ii) any disallowance of all or any portion of any the Beneficiary’s claim for repayment of the Guarantied Obligations, (iii) any use of cash or other collateral in any such proceeding, (iv) any agreement or stipulation as to adequate protection in any such proceeding, (v) any failure by any Beneficiary to file or enforce a claim against the Company or any other Obligor or its estate in any bankruptcy or reorganization case, (vi) any amendment, modification, stay or cure of any Beneficiary’s rights that may occur in any such proceeding, (vii) any election by any Beneficiary under Section 1112(b)(2) of the Bankruptcy Code, or (viii) any borrowing or grant of a lien under Section 364 of the Bankruptcy Code. Each Guarantor understands and acknowledges that by virtue of the Obligor Guaranteethis Guaranty, it has specifically assumed any and all risks of any such proceeding with respect to the Company and each any other Obligor. (b) Any Event of Default under Section 11.1(i) or Section 11.1(j) of the Securities Purchase Agreement that has not been cured or waived shall render all Guarantied Obligations automatically due and payable for purposes of this Guaranty, notwithstanding any stay of the right of the Beneficiary to accelerate the Guarantied Obligations. (c) Notwithstanding anything to the contrary herein contained, this Guaranty (and any Lien on Collateral securing this Guaranty or the Obligor Guarantee Guarantied Obligations) shall continue to be effective or be reinstated, as the case may be, if at any time any payment, or any part thereof, of any or all of the Guarantied Obligations is rescinded, invalidated, declared to be fraudulent or preferential voidable as a preference or otherwise required to be restored or returned by any the Beneficiary in connection with any bankruptcy, reorganization reorganization, liquidation, dissolution or similar proceeding involving the Company, any other Obligor or otherwise otherwise, if the proceeds of any Collateral are required to be returned by the Beneficiary under any such circumstances, or if any the Beneficiary elects to return any such payment or proceeds or any part thereof in its sole discretion, all as though such payment had not been made or such proceeds not been received.

Bankruptcy No Discharge. (a) Without limiting Section 17.33, the Obligor Guarantee this Guaranty shall not be discharged or otherwise affected by any bankruptcy, reorganization reorganization, liquidation, dissolution or similar proceeding commenced by or against the Company or any other Obligor, including (i) any discharge of, or bar or stay against collecting, all or any part of the Guarantied Obligations in or as a result of any such proceeding, whether or not assented to by any the Beneficiary, and (ii) any disallowance of all or any portion of any the Beneficiary’s claim for repayment of the Guarantied Obligations, (iii) any use of cash or other collateral in any such proceeding, (iv) any agreement or stipulation as to adequate protection in any such proceeding, (v) any failure by any Beneficiary to file or enforce a claim against the Company or any other Obligor or its estate in any bankruptcy or reorganization case, (vi) any amendment, modification, stay or cure of any Beneficiary’s rights that may occur in any such proceeding, (vii) any election by any Beneficiary under Section 1112(b)(2) of the Bankruptcy Code, or (viii) any borrowing or grant of a lien under Section 364 of the Bankruptcy Code. Each Guarantor understands and acknowledges that by virtue of the Obligor Guaranteethis Guaranty, it he has specifically assumed any and all risks of any such proceeding with respect to the Company and each any other Obligor. (b) Any Event of Default under Section 11.1(i) or Section 11.1(j) of the Securities Purchase Agreement that has not been cured or waived shall render all Guarantied Obligations automatically due and payable for purposes of this Guaranty, notwithstanding any stay of the right of the Beneficiary to accelerate the Guarantied Obligations. (c) Notwithstanding anything to the contrary herein contained, this Guaranty (and any Lien on Collateral securing this Guaranty or the Obligor Guarantee Guarantied Obligations) shall continue to be effective or be reinstated, as the case may be, if at any time any payment, or any part thereof, of any or all of the Guarantied Obligations is rescinded, invalidated, declared to be fraudulent or preferential voidable as a preference or otherwise required to be restored or returned by any the Beneficiary in connection with any bankruptcy, reorganization reorganization, liquidation, dissolution or similar proceeding involving the Company, any other Obligor or otherwise otherwise, if the proceeds of any Collateral are required to be returned by the Beneficiary under any such circumstances, or if any the Beneficiary elects to return any such payment or proceeds or any part thereof in its sole discretion, all as though such payment had not been made or such proceeds not been received.

Bankruptcy No Discharge. (a) Without limiting Section 17.3, the Obligor Guarantee shall not be discharged or otherwise affected by any bankruptcy, reorganization or similar proceeding commenced by or against the Company or any other Obligor, including (i) any discharge of, or bar or stay against collecting, all or any part of the Obligations in or as a result of any such proceeding, whether or not assented to by any Beneficiary, (ii) any disallowance of all or any portion of any Beneficiary’s 's claim for repayment of the Obligations, (iii) any use of cash or other collateral in any such proceeding, (iv) any agreement or stipulation as to adequate protection in any such proceeding, (v) any failure by any Beneficiary to file or enforce a claim against the Company or any other Obligor or its estate in any bankruptcy or reorganization case, (vi) any amendment, modification, stay or cure of any Beneficiary’s 's rights that may occur in any such proceeding, (vii) any election by any Beneficiary under Section 1112(b)(2) of the Bankruptcy Code, or (viii) any borrowing or grant of a lien under Section 364 of the Bankruptcy Code. Each Guarantor understands and acknowledges that by virtue of the Obligor Guarantee, it has specifically assumed any and all risks of any such proceeding with respect to the Company and each other Obligor. (b) Notwithstanding anything in this Article XVII to the contrary, any Event of Default under the Guaranteed Securities or Section 5.1 of this Indenture shall render all Obligations automatically due and payable for purposes of the Obligor Guarantee, without demand on the part of the Trustee or any Holder. (c) Notwithstanding anything to the contrary herein contained, the Obligor Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time any payment, or any part thereof, of any or all of the Obligations is rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be restored or returned by any Beneficiary in connection with any bankruptcy, reorganization or similar proceeding involving the Company, any other Obligor or otherwise or if any Beneficiary elects to return any such payment or proceeds or any part thereof in its sole discretion, all as though such payment had not been made or such proceeds not been received.

Bankruptcy No Discharge. (a) Without limiting Section 17.32.03, the Obligor Guarantee this Guaranty shall not be discharged or otherwise affected by any bankruptcy, insolvency, reorganization or similar proceeding commenced by or against the Company Buyers or any other Obligor, including (i) any discharge of, or bar or stay against collecting, all or any part of the Obligations in or as a result of any such proceeding, whether or not assented to by any the Beneficiary, and (ii) any disallowance of all or any portion of any Beneficiary’s claim for repayment of the Obligations, (iii) any use of cash or other collateral in any such proceeding, (iv) any agreement or stipulation as to adequate protection in any such proceeding, (v) any failure by any Beneficiary to file or enforce a claim against the Company or any other Obligor or its estate in any bankruptcy or reorganization case, (vi) any amendment, modification, stay or cure of any Beneficiary’s rights that may occur in any such proceeding, (vii) any election by any Beneficiary under Section 1112(b)(2) of the Bankruptcy Code, or (viii) any borrowing or grant of a lien under Section 364 of the Bankruptcy Code. Each The Guarantor understands and acknowledges that by virtue of the Obligor Guaranteethis Guaranty, it has specifically assumed any and all risks of any such proceeding with respect to the Company Buyers and each other Obligor. (b) Any Event of Default shall render all Obligations automatically due and payable for purposes of this Guaranty, notwithstanding any stay of the right of the Beneficiary to accelerate the Obligations. (c) Notwithstanding anything to the contrary herein contained, the Obligor Guarantee this Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment, or any part thereof, of any or all of the Obligations is rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be restored or returned by any the Beneficiary in connection with any bankruptcy, reorganization or similar proceeding involving the Companya Buyer, any other Obligor or otherwise or if any the Beneficiary elects to return any such payment or proceeds or any part thereof in its sole discretion, all as though such payment had not been made or such proceeds had not been received.

Bankruptcy No Discharge. (a) Without limiting Section 17.32.03, the Obligor Guarantee this Guaranty shall not be discharged or otherwise affected by any bankruptcy, reorganization or similar proceeding commenced by or against the Company Issuer or any other Obligor, including (i) any discharge of, or bar or stay against collecting, all or any part of the Obligations in or as a result of any such proceeding, whether or not assented to by any Beneficiary, (ii) any disallowance of all or any portion of any Beneficiary’s 's claim for repayment of the Obligations, (iii) any use of cash or other collateral in any such proceeding, (iv) any agreement or stipulation as to adequate protection in any such proceeding, (v) any failure by any Beneficiary to file or enforce a claim against the Company Issuer or any other Obligor or its estate in any bankruptcy or reorganization case, (viiv) any amendment, modification, stay or cure of any Beneficiary’s 's rights that may occur in any such proceeding, (vii) any election by any Beneficiary under Section 1112(b)(2) of the Bankruptcy Code, proceeding or (viiiv) any borrowing or grant of a lien Lien under Section 364 of the Bankruptcy Code. Each The Guarantor understands and acknowledges that by virtue of the Obligor Guaranteethis Guaranty, it has specifically assumed any and all risks of any such proceeding with respect to the Company Issuer and each other Obligor. (b) Any Event of Default under Section 8.1(f) or (g) of the Agreements as to the Issuer, the Guarantor or any Restricted Subsidiary having, individually or in the aggregate, assets with a book value of at least $5,000,000 or annual revenues of at least $2,500,000 shall render all Obligations automatically due and payable for purposes of this Guaranty. (c) Notwithstanding anything to the contrary herein contained, the Obligor Guarantee this Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment, or any part thereof, of any or all of the Obligations is rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be restored or returned by any Beneficiary in connection with any bankruptcy, reorganization or similar proceeding involving the CompanyIssuer, any other Obligor or otherwise or if any Beneficiary elects to return any such payment or proceeds or any part thereof in its sole discretion, all as though such payment had not been made or such proceeds not been received. Without limiting the generality of the foregoing, if prior to any such rescission, invalidation, declaration, restoration or return, this Guaranty shall have been cancelled or surrendered, this Guaranty shall be reinstated in full force and effect, and such prior cancellation or surrender shall not diminish, discharge or otherwise affect the obligations of the Guarantor in respect of the amount of the affected payment or application of proceeds.

Bankruptcy No Discharge. (a) Without limiting Section 17.312.02, the Obligor no Subsidiary Guarantee shall not be discharged or otherwise affected by any bankruptcy, reorganization or similar proceeding commenced by or against the Company or any other ObligorSubsidiary Guarantor, including (i) any discharge of, or bar or stay against collecting, all or any part of the Company Obligations in or as a result of any such proceeding, whether or not assented to by any Beneficiary, (ii) any disallowance of all or any portion of any Beneficiary’s 's claim for repayment of the Company Obligations, (iii) any use of cash or other collateral in any such proceeding, (iv) any agreement or stipulation as to adequate protection in any such proceeding, (v) any failure by any Beneficiary to file or enforce a claim against the Company or any other Obligor obligor or its estate in any bankruptcy or reorganization case, (vi) any amendment, modification, stay or cure of any Beneficiary’s 's rights that may occur in any such proceeding, (vii) any election by any Beneficiary under Section 1112(b)(2) of the Federal Bankruptcy Code, or (viii) any borrowing or grant of a lien Lien under Section 364 of the Federal Bankruptcy Code. Each Subsidiary Guarantor understands and acknowledges that by virtue of the Obligor its Subsidiary Guarantee, it has specifically assumed any and all risks of any such proceeding with respect to the Company and each other ObligorSubsidiary Guarantor. (b) Notwithstanding anything in this Article Twelve to the contrary, any Event of Default under clause (g) or (h) of Section 5.01 of this Indenture shall render all Company Obligations automatically due and payable for purposes of the Subsidiary Guarantees, without demand on the part of the Trustee or any Holder. (c) Notwithstanding anything to the contrary herein contained, the Obligor Guarantee Subsidiary Guarantees shall continue to be effective or be reinstated, as the case may be, if at any time any payment, or any part thereof, of any or all of the Company Obligations is rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be restored or returned by any Beneficiary in connection with any bankruptcy, reorganization or similar proceeding involving the Company, any other Obligor Subsidiary Guarantor or otherwise otherwise, or if any Beneficiary elects to return any such payment or proceeds or any part thereof in its sole discretion, all as though such payment had not been made or such proceeds not been received.

Bankruptcy No Discharge. (a) Without limiting Section 17.38.3, the Obligor Guarantee this Agreement shall not be discharged or otherwise affected by any bankruptcy, reorganization Insolvency or similar proceeding Liquidation Proceeding commenced by or against the Company or any other Obligor, including (i) any discharge of, or bar or stay against collecting, all or any part of the Senior Obligations in or as a result of any such proceeding, whether or not assented to by any BeneficiaryPari Passu Secured Party, (ii) any disallowance of all or any portion of any Beneficiary’s Pari Passu Secured Party's claim for repayment of the Senior Obligations, (iii) any use of cash or other collateral Senior Collateral in any such proceedingproceeding under US Bankruptcy Law, (iv) any agreement or stipulation as to adequate protection in any such proceedingproceeding under US Bankruptcy Law, (v) any failure by any Beneficiary Pari Passu Secured Party to file or enforce a claim against the Company or any other Obligor or its estate in any bankruptcy or reorganization casesuch proceeding, (vi) any amendment, modification, stay or cure of any Beneficiary’s Pari Passu Secured Party's rights that may occur in any such proceeding, (vii) any election by any Beneficiary Pari Passu Secured Party under Section 1112(b)(21111(b)(2) of the US Bankruptcy CodeLaw, or (viii) any borrowing or grant of a lien Lien under Section 364 of the US Bankruptcy CodeLaw. Each Guarantor Junior Creditor understands and acknowledges that that, by virtue of the Obligor Guaranteethis Agreement, it has specifically 25 309 assumed any and all risks of any such proceeding with respect to the Company and each other Obligor. (b) Notwithstanding anything to the contrary herein contained, the Obligor Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time any payment, or any part thereof, Any Event of any or all Default under Section 6.1(f) and (g) of the Common Terms Agreement shall render all Senior Obligations is rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be restored or returned by any Beneficiary in connection with any bankruptcy, reorganization or similar proceeding involving the Company, any other Obligor or otherwise or if any Beneficiary elects to return any such payment or proceeds or any part thereof in its sole discretion, all as though such payment had not been made or such proceeds not been receivedautomatically due and payable for purposes of this Agreement.

Bankruptcy No Discharge. (a) Without limiting Section 17.3, the Obligor Guarantee This Guaranty shall not be discharged or otherwise affected by any bankruptcy, reorganization or similar proceeding commenced by or against the Company Buyer or any other Obligorobligor, including (i) any discharge of, or bar or stay against collecting, all or any part of the Guaranteed Obligations in or as a result of any such proceeding, whether or not assented to by any Beneficiarythe Seller, (ii) any disallowance of all or any portion of any Beneficiarythe Seller’s claim for repayment of the Obligations, Guaranteed Obligations and (iii) any use of cash or other collateral in any such proceeding, (iv) any agreement or stipulation as to adequate protection in any such proceeding, (v) any failure by any Beneficiary to file or enforce a claim against the Company or any other Obligor or its estate in any bankruptcy or reorganization case, (vi) any amendment, modification, stay or cure of any Beneficiarythe Seller’s rights that may occur in any such proceeding, (vii) any election by any Beneficiary under Section 1112(b)(2) of the Bankruptcy Code, or (viii) any borrowing or grant of a lien under Section 364 of the Bankruptcy Code. Each Guarantor understands The Guarantors understand and acknowledges acknowledge that by virtue of the Obligor Guaranteethis Guaranty, it each Guarantor has specifically assumed any and all risks of any such proceeding with respect to the Company Buyer and each other Obligorobligor. (b) Notwithstanding anything to the contrary herein contained, this Guaranty (and any lien on any collateral securing this Guaranty or the Obligor Guarantee Guaranteed Obligations) shall continue to be effective or be reinstated, as the case may be, if at any time any payment, or any part thereof, of any or all of the Guaranteed Obligations is rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be restored or returned by any Beneficiary the Seller in connection with any bankruptcy, reorganization or similar proceeding involving the CompanyBuyer, any other Obligor obligor or otherwise otherwise, if the proceeds of any collateral are required to be returned by the Seller under any such circumstances, or if any Beneficiary the Seller elects to return any such payment or proceeds or any part thereof in its sole discretion, all as though such payment had not been made or such proceeds had not been received. Without limiting the generality of the foregoing, if prior to any such rescission, invalidation, declaration, restoration or return, this Guaranty shall have been cancelled or surrendered (or if any lien or collateral shall have been released or terminated in connection with such cancellation or surrender), this Guaranty (and such lien and collateral) shall be reinstated in full force and effect, and such prior cancellation or surrender shall not diminish, discharge or otherwise affect the obligations of the Guarantors in respect of the amount of the affected payment or application of proceeds (or such lien or collateral).

Bankruptcy No Discharge. (a) Without limiting Section 17.37.2, the Obligor Guarantee liability of any Subsidiary Guarantor under Section 7.1 (or any addendum executed and delivered by it pursuant to Section 6.1) shall not be discharged or otherwise affected by any bankruptcy, reorganization or similar proceeding commenced by or against the Company or any other ObligorSubsidiary Guarantor or any other Person obligated in respect of the Guaranteed Obligations, including (i) any discharge of, or bar or stay against collecting, all or any part of the Guaranteed Obligations in or as a result of any such proceeding, whether or not assented to by any Beneficiary, (ii) any disallowance of all or any portion of any Beneficiary’s 's claim for repayment of the Guaranteed Obligations, (iii) any use of cash or other collateral in any such proceeding, (iv) any agreement or stipulation as to adequate protection in any such proceeding, (v) any failure by any Beneficiary to file or enforce a claim against the Company Company, any Subsidiary Guarantor or any such other Obligor obligor or its estate in any bankruptcy or reorganization case, (vi) any amendment, modification, stay or cure of any Beneficiary’s 's rights that may occur in any such proceeding, (vii) any election by any Beneficiary under Section 1112(b)(21111(b)(2) of the Bankruptcy Code, or (viii) any borrowing or grant of a lien Lien under Section 364 of the Bankruptcy Code. Each Subsidiary Guarantor understands and acknowledges that by virtue of its guaranty of the Obligor GuaranteeGuaranteed Obligations, it has specifically assumed any and all risks of any such proceeding with respect to the Company and each Company, any other ObligorSubsidiary Guarantor or any such other obligor. (b) Notwithstanding anything in this Section 7 to the contrary, any Event of Default shall render all Guaranteed Obligations automatically due and payable for purposes of the liability of each Subsidiary Guarantor under Section 7.1 (or any addendum executed and delivered by it pursuant to Section 6.1), without demand on the part of any Beneficiary, the Trustee, the Collateral Agent or any other Person. (c) Notwithstanding anything to the contrary herein contained, the Obligor Guarantee liability of each Subsidiary Guarantor under Section 7.1 (or any addendum 34 41 executed and delivered by it pursuant to Section 6.1), and all Liens on the Collateral securing the Guaranteed Obligations, shall continue to be effective or be reinstated, as the case may be, if at any time (i) any payment, or any part thereof, of any or all of the Guaranateed Obligations is rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be restored or returned by any Beneficiary in connection with any bankruptcy, reorganization or similar proceeding involving the Company, any other Obligor Subsidiary Guarantor or otherwise any other Person or if otherwise, (ii) the proceeds of any Collateral are required to be returned by any Beneficiary under any such circumstances, or (iii) any Beneficiary elects to return any such payment or proceeds or any part thereof in its sole discretion, all as though such payment had not been made or such proceeds not been received.

Bankruptcy No Discharge. (a) Without limiting Section 17.3, the Obligor This Guarantee shall not be discharged or otherwise affected affected, with respect to any Guarantor, by any bankruptcy, reorganization or similar proceeding commenced by or against the Company any Borrower or any other ObligorGuarantor, including (i) any discharge of, or bar or stay against collecting, all or any part of the Guaranteed Obligations in or as a result of any such proceeding, whether or not assented to by any Beneficiarythe Lender, or (ii) any disallowance of all or any portion of any Beneficiarythe Lender’s claim for repayment of the Guaranteed Obligations, (iii) . If acceleration of the time for payment of any use Guaranteed Obligations is stayed or delayed as a result of cash or other collateral in any such proceeding, (iv) any agreement or stipulation as to adequate protection in any all such proceeding, (v) any failure amounts shall nonetheless be payable by any Beneficiary to file or enforce a claim against such Guarantor on demand by the Company or any other Obligor or its estate in any bankruptcy or reorganization case, (vi) any amendment, modification, stay or cure of any Beneficiary’s rights that may occur in any such proceeding, (vii) any election by any Beneficiary under Section 1112(b)(2) of the Bankruptcy Code, or (viii) any borrowing or grant of a lien under Section 364 of the Bankruptcy Code. Each Guarantor understands and acknowledges that by virtue of the Obligor Guarantee, it has specifically assumed any and all risks of any such proceeding with respect to the Company and each other ObligorLender. (b) Notwithstanding anything If a payment by any Borrower or any other Guarantor is made and is later determined not to have been indefeasibly made in whole or in part, such payment by any Borrower or Guarantor to the contrary herein contained, the Obligor Lender shall not constitute a release of any other Guarantor from any liability hereunder and (i) this Guarantee shall continue to be effective or shall be reinstatedreinstated notwithstanding any prior release, as surrender or discharge by the case may be, if at any time any payment, or any part thereof, Lender of any or all this Guarantee and/or of the Obligations is rescindedGuarantors, invalidated, declared to be fraudulent or preferential or otherwise required to be restored or returned by any Beneficiary in connection with any bankruptcy, reorganization or similar proceeding involving the Companyand (ii) this Guarantee shall apply to, any other Obligor and all amounts so refunded by the Lender or otherwise or if paid by the Lender to another Person (including any Beneficiary elects to return any interest included in such payment or proceeds or any part thereof in its sole discretionamount), all as though such payment had not been made or such proceeds had not been received.

Bankruptcy No Discharge. (a) Without limiting Section 17.3, the Obligor Guarantee This Guaranty shall not be discharged or otherwise affected by any bankruptcy, reorganization or similar proceeding commenced by or against the Company Buyer or any other Obligorobligor, including (i) any discharge of, or bar or stay against collecting, all or any part of the Guaranteed Obligations in or as a result of any such proceeding, whether or not assented to by any Beneficiarythe Seller, (ii) any disallowance of all or any portion of any Beneficiary’s the Seller's claim for repayment of the Obligations, Guaranteed Obligations and (iii) any use of cash or other collateral in any such proceeding, (iv) any agreement or stipulation as to adequate protection in any such proceeding, (v) any failure by any Beneficiary to file or enforce a claim against the Company or any other Obligor or its estate in any bankruptcy or reorganization case, (vi) any amendment, modification, stay or cure of any Beneficiary’s the Seller's rights that may occur in any such proceeding, (vii) any election by any Beneficiary under Section 1112(b)(2) of the Bankruptcy Code, or (viii) any borrowing or grant of a lien under Section 364 of the Bankruptcy Code. Each Guarantor understands The Guarantors understand and acknowledges acknowledge that by virtue of the Obligor Guaranteethis Guaranty, it each Guarantor has specifically assumed any and all risks of any such proceeding with respect to the Company Buyer and each other Obligorobligor. (b) Notwithstanding anything to the contrary herein contained, this Guaranty (and any lien on any collateral securing this Guaranty or the Obligor Guarantee Guaranteed Obligations) shall continue to be effective or be reinstated, as the case may be, if at any time any payment, or any part thereof, of any or all of the Guaranteed Obligations is rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be restored or returned by any Beneficiary the Seller in connection with any bankruptcy, reorganization or similar proceeding involving the CompanyBuyer, any other Obligor obligor or otherwise otherwise, if the proceeds of any collateral are required to be returned by the Seller under any such circumstances, or if any Beneficiary the Seller elects to return any such payment or proceeds or any part thereof in its sole discretion, all as though such payment had not been made or such proceeds had not been received. Without limiting the generality of the foregoing, if prior to any such rescission, invalidation, declaration, restoration or return, this Guaranty shall have been cancelled or surrendered (or if any lien or collateral shall have been released or terminated in connection with such cancellation or surrender), this Guaranty (and such lien and collateral) shall be reinstated in full force and effect, and such prior cancellation or surrender shall not diminish, discharge or otherwise affect the obligations of the Guarantors in respect of the amount of the affected payment or application of proceeds (or such lien or collateral).

Bankruptcy No Discharge. (a) Without limiting Section 17.32.3, the Obligor Guarantee this Guaranty shall not be discharged or otherwise affected by any bankruptcy, reorganization or similar proceeding commenced by or against the Company or any other Obligor, including (i) any discharge of, or bar or stay against collecting, all or any part of the Obligations in or as a result of any such proceeding, whether or not assented to by any Beneficiary, (ii) any disallowance of all or any portion of any Beneficiary’s 's claim for repayment of the Obligations, (iii) any use of cash or other collateral in any such proceeding, (iv) any agreement or stipulation as to adequate protection in any such proceeding, (v) any failure by any Beneficiary to file or enforce a claim against the Company or any other Obligor or its estate in any bankruptcy or reorganization case, or (vi) any amendment, modification, stay or cure of any Beneficiary’s 's rights that may occur in any such proceeding, (vii) any election by any Beneficiary under Section 1112(b)(2) of the Bankruptcy Code, or (viii) any borrowing or grant of a lien under Section 364 of the Bankruptcy Code. Each The Guarantor understands and acknowledges that by virtue of the Obligor Guaranteethis Guaranty, it has specifically assumed any and all risks of any such proceeding with respect to the Company and each other Obligor. (b) Any Event of Default under Section 6.1(f) or (g) of the Common Terms Agreement shall render all Obligations automatically due and payable for purposes of this Guaranty, notwithstanding any stay of the right of the Beneficiaries to accelerate the Obligations. (c) Notwithstanding anything to the contrary herein contained, this Guaranty (and any Lien on any Collateral securing this Guaranty or the Obligor Guarantee Obligations) shall continue to be effective or be reinstated, as the case may be, if at any time any payment, or any part thereof, of any or all of the Obligations is rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be restored or returned by any Beneficiary in connection with any bankruptcy, reorganization or similar proceeding involving the Company, any other Obligor or otherwise otherwise, if the proceeds of any Collateral are required to be returned by such Beneficiary under any such circumstances, or if any Beneficiary elects to return any such payment or proceeds or any part thereof in its sole discretion, all as though such payment had not been made or such proceeds had not been received. Without limiting the generality of the foregoing, if prior to any such rescission, invalidation, declaration, restoration or return, this Guaranty shall have been canceled or surrendered (or if any Lien or Collateral shall have been released or terminated in connection with such cancellation or surrender), this Guaranty (and such Lien and Collateral) shall be A. GUARANTY 7 139 reinstated in full force and effect, and such prior cancellation or surrender shall not diminish, discharge or otherwise affect the obligations of the Guarantor in respect of the amount of the affected payment or application of proceeds (or such Lien or Collateral).

Bankruptcy No Discharge. (a) 3.7.1. Without limiting Section 17.3, the Obligor Guarantee 3.3 this Guaranty shall not be discharged or otherwise affected by any bankruptcy, reorganization or similar proceeding commenced by or against the Company Borrower, any Guarantor or any other Obligor, including (i) any discharge of, or bar or stay against collecting, all or any part of the Obligations in or as a result of any such proceeding, whether or not assented to by any BeneficiaryLender Party, (ii) any disallowance of all or any portion of any Beneficiary’s Lender Party's claim for repayment of the Obligations, (iii) any use of cash or other collateral in any such proceeding, (iv) any agreement or stipulation as to adequate protection in any such proceeding, (v) any failure by any Beneficiary Lender Party to file or enforce a claim against the Company Borrower, any Guarantor or any other Obligor or its estate in any bankruptcy or reorganization case, (vi) any amendment, modification, stay or cure of any Beneficiary’s Lender Party's rights that may occur in any such proceeding, (vii) any election by any Beneficiary Lender Party under Section 1112(b)(21111(b)(2) of the Bankruptcy Code, or (viii) any borrowing or grant of a lien Lien under Section 364 of the Bankruptcy Code. Each Guarantor understands and acknowledges that by virtue of the Obligor Guaranteethis Guaranty, it has specifically assumed any and all risks of any such proceeding with respect to the Company Borrower and each other Obligor. (b) 3.7.2. Notwithstanding anything herein to the contrary, any Event of Default under Section 8.1.7 and 8.1.8 of this Agreement shall render all Obligations under this Guaranty, automatically due and payable for purposes of this Guaranty, without demand on the part of any Lender Party. 3.7.3. Notwithstanding anything to the contrary herein contained, the Obligor Guarantee this Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment, or any part thereof, of any or all of the Obligations is rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be restored or returned by any Beneficiary Lender Party in connection with any bankruptcy, reorganization or similar proceeding involving the CompanyBorrower, any other Obligor or otherwise or if any Beneficiary such Lender Party elects to return any such payment or proceeds or any part thereof in its sole discretion, all as though such payment had not been made or such proceeds not been received.

Bankruptcy No Discharge. (a) Without limiting Section 17.39.3, the Obligor Guarantee this Guaranty shall not be ----------- discharged or otherwise affected by any bankruptcy, reorganization reorganization, liquidation, dissolution or similar proceeding commenced by or against the Company or any other Obligor, including (i) any discharge of, or bar or stay against collecting, all or any part of the Guarantied Obligations in or as a result of any such proceeding, whether or not assented to by any the Beneficiary, and (ii) any disallowance of all or any portion of any the Beneficiary’s 's claim for repayment of the Guarantied Obligations, (iii) any use of cash or other collateral in any such proceeding, (iv) any agreement or stipulation as to adequate protection in any such proceeding, (v) any failure by any Beneficiary to file or enforce a claim against the Company or any other Obligor or its estate in any bankruptcy or reorganization case, (vi) any amendment, modification, stay or cure of any Beneficiary’s rights that may occur in any such proceeding, (vii) any election by any Beneficiary under Section 1112(b)(2) of the Bankruptcy Code, or (viii) any borrowing or grant of a lien under Section 364 of the Bankruptcy Code. Each Guarantor understands and acknowledges that by virtue of the Obligor Guaranteethis Guaranty, it has specifically assumed any and all risks of any such proceeding with respect to the Company and each other Obligor. (b) Any Event of Default under Section 10.1(h) or Section 10.1 (i) -------------- ---------------- that has not been cured or waived shall render all Guarantied Obligations automatically due and payable for purposes of this Guaranty, notwithstanding any stay of the right of the Beneficiary to accelerate the Guarantied Obligations. (c) Notwithstanding anything to the contrary herein contained, this Guaranty (and any Lien on the Obligor Guarantee Collateral securing this Guaranty or the Guarantied Obligations) shall continue to be effective or be reinstated, as the case may be, if at any time any payment, or any part thereof, of any or all of the Guarantied Obligations is rescinded, invalidated, declared to be fraudulent or preferential voidable as a preference or otherwise required to be restored or returned by any the Beneficiary in connection with any bankruptcy, reorganization reorganization, liquidation, dissolution or similar proceeding involving the Company, any other Obligor or otherwise otherwise, if the proceeds of any Collateral are required to be returned by the Beneficiary under any such circumstances, or if any the Beneficiary elects to return any such payment or proceeds or any part thereof in its sole discretion, all as though such payment had not been made or such proceeds not been received.

Bankruptcy No Discharge. (a) 2.7.1. Without limiting Section 17.32.3, the Obligor Guarantee this Guaranty shall not be ----------- discharged or otherwise affected by any bankruptcy, reorganization or similar proceeding commenced by or against the Company Principal Obligor or any other Obligor, including (i) any discharge of, or bar or stay against collecting, all or any part of the Obligations in or as a result of any such proceeding, whether or not assented to by any the Beneficiary, and (ii) any disallowance of all or any portion of any the Beneficiary’s 's claim for repayment of the Obligations, (iii) any use of cash or other collateral in any such proceeding, (iv) any agreement or stipulation as to adequate protection in any such proceeding, (v) any failure by any Beneficiary to file or enforce a claim against the Company or any other Obligor or its estate in any bankruptcy or reorganization case, (vi) any amendment, modification, stay or cure of any Beneficiary’s rights that may occur in any such proceeding, (vii) any election by any Beneficiary under Section 1112(b)(2) of the Bankruptcy Code, or (viii) any borrowing or grant of a lien under Section 364 of the Bankruptcy Code. Each Guarantor understands and acknowledges that by virtue of the Obligor Guaranteethis Guaranty, it has specifically assumed any and all risks of any such proceeding with respect to the Company Principal Obligor and each other Obligor. (b) 2.7.2. Any Event of Default under Section 7.1 of the Indenture shall render all Obligations automatically due and payable for purposes of this Guaranty, notwithstanding any stay of the right of the Beneficiary to accelerate the Obligations. 2.7.3. Notwithstanding anything to the contrary herein contained, the Obligor Guarantee this Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment, or any part thereof, of any or all of the Obligations is rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be restored or returned by any the Beneficiary in connection with any bankruptcy, reorganization or similar proceeding involving the CompanyPrincipal Obligor, any other Obligor or otherwise otherwise, if the proceeds of any Collateral are required to be returned by the Beneficiary under any such circumstances, or if any the Beneficiary elects to return any such payment or proceeds or any part thereof in its sole discretion, all as though such payment had not been made or such proceeds not been received.

Bankruptcy No Discharge. (a) Without limiting Section 17.3this Guaranty, the Obligor Guarantee this Guaranty shall not be discharged or otherwise affected by any bankruptcy, reorganization or similar proceeding commenced by or against the Company Borrower or any other Obligorguarantor of any of the Guaranteed Obligations, including (i) any discharge of, or bar or stay against collecting, all or any part of the Guaranteed Obligations in or as a result of any such proceeding, whether or not assented to by any Beneficiarythe Guaranteed Party, (ii) any disallowance of all or any portion of any Beneficiary’s claim for repayment of the Guaranteed Obligations, (iii) any use of cash or other collateral in any such proceeding, (iv) any agreement or stipulation as to adequate protection in any such proceeding, (v) any failure by any Beneficiary the Guaranteed Party to file or enforce a claim against the Company Borrower or any other Obligor guarantor of any of the Guaranteed Obligations or its estate in any bankruptcy or reorganization case, (vi) any amendment, modification, stay or cure of any Beneficiarythe Guaranteed Party’s rights that may occur in any such proceeding, (vii) any election by any Beneficiary the Guaranteed Party under Section 1112(b)(2) of the United States Bankruptcy CodeCode (or any similar provision under applicable law), or (viii) any borrowing or grant of a lien Lien under Section 364 of the Sxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy CodeCode (or any similar provision under applicable law). Each Guarantor understands and acknowledges that by virtue of the Obligor Guaranteethis Guaranty, it has specifically assumed any and all risks of any such proceeding with respect to Borrower and any other guarantor of any of the Company and each other ObligorGuaranteed Obligations. (b) Notwithstanding anything to the contrary herein contained, this Guaranty (and any Lien on the Obligor Guarantee collateral securing this Guaranty or the Guaranteed Obligations) shall continue to be effective or be reinstated, as the case may be, if at any time any payment, payment or any part thereof, of any or all of the Guaranteed Obligations is rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be restored or returned by any Beneficiary the Guaranteed Party in connection with any bankruptcy, reorganization or similar proceeding involving the CompanyBorrower, any other Obligor guarantor or otherwise otherwise, if the proceeds of any such collateral are required to be returned by the Guaranteed Party under any such circumstances, or if any Beneficiary the Guaranteed Party elects to return any such payment or proceeds or any part thereof in its sole discretion, all as though such payment had not been made or such proceeds not been received.