Common use of Effect of Debtor Relief Laws Clause in Contracts

Effect of Debtor Relief Laws. If after receipt of any payment of all or any part of the Guaranteed Obligations, the Administrative Agent, any Issuing Bank or any Lender is for any reason compelled to surrender or voluntarily surrenders, such payment to any Person (a) because such payment is or may be avoided, invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, fraudulent conveyance, fraudulent transfer, impermissible set-off or a diversion of trust funds or (b) for any other reason, including (i) any judgment, decree or order of any court or administrative body having jurisdiction over the Administrative Agent, any Issuing Bank, any Lender or any of their respective properties or (ii) any settlement or compromise of any such claim effected by the Administrative Agent, any Issuing Bank or any Lender with any such claimant (including the Subsidiary Borrower), then the Guaranteed Obligations or part thereof intended to be satisfied shall be reinstated and continue, and this Guaranty shall continue in full force as if such payment had not been received, notwithstanding any revocation thereof or the cancellation of any instrument evidencing any of the Guaranteed Obligations or otherwise; and the Company shall be liable to pay the Administrative Agent, the Issuing Banks and the Lenders, and hereby does indemnify the Administrative Agent, the Issuing Banks and the Lenders and holds them harmless for the amount of such payment so surrendered and all reasonable expenses (including reasonable attorneys’ fees, court costs and expenses attributable thereto) incurred by the Administrative Agent, any Issuing Bank or any Lender in the defense of any claim made against it that any payment received by the Administrative Agent, any Issuing Bank or any Lender in respect of all or part of the Guaranteed Obligations must be surrendered. The provisions of this paragraph shall survive the termination of this Guaranty, and any satisfaction and discharge of the Subsidiary Borrower by virtue of any payment, court order or any Federal or state law.

Effect of Debtor Relief Laws. If after receipt of any payment of, or proceeds of any security applied (or intended to be applied) to the payment of all or any part of the Guaranteed Obligations, the Administrative Agent, any Issuing Bank Agent or any Lender is for any reason compelled to surrender or voluntarily surrenders, such payment or proceeds to any Person (a) because such payment or application of proceeds is or may be avoided, invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, fraudulent conveyance, fraudulent transfer, impermissible set-off or a diversion of trust funds or (b) for any other reason, including (i) any judgment, decree or order of any court or administrative body having jurisdiction over the Administrative Agent, any the Issuing Bank, any Lender or any of their respective properties or (ii) any settlement or compromise of any such claim effected by the Administrative Agent, any Issuing Bank Agent or any Lender with any such claimant (including the Subsidiary any Borrower), then the Guaranteed Obligations or any part thereof intended to be satisfied shall be reinstated and continue, and this Guaranty shall continue in full force as if such payment or proceeds had not been received, notwithstanding any revocation thereof or the cancellation of any instrument evidencing any of the Guaranteed Obligations or otherwise; and the Company WII shall be liable to pay the Administrative Agent, the Issuing Banks Bank and the Lenders, and hereby does indemnify the Administrative Agent, the Issuing Banks Bank and the Lenders and holds hold them harmless for the amount of such payment or proceeds so surrendered and all reasonable expenses (including reasonable attorneys’ fees, court costs and expenses attributable thereto) incurred by the Administrative Agent, any the Issuing Bank or any such Lender in the defense of any claim made against it that any payment or proceeds received by the Administrative Agent, any the Issuing Bank or any such Lender in respect of all or part of the Guaranteed Obligations must be surrendered. The provisions of this paragraph shall survive the termination of this Guaranty, Guaranty and any satisfaction and discharge of the Subsidiary Borrower Borrowers by virtue of any payment, court order order, or any Federal or state law.

Effect of Debtor Relief Laws. If after receipt of any payment of, or proceeds of any security applied (or intended to be applied) to the payment of all or any part of the Guaranteed Obligations, the Administrative Agent, any Issuing Bank Agent or any Lender Bank is for any reason compelled to surrender or voluntarily surrenderssurrenders (under circumstances in which it believes it could reasonably be expected to be so compelled if it did not voluntarily surrender), such payment or proceeds to any Person (a) because such payment or application of proceeds is or may be avoided, invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, fraudulent conveyance, fraudulent transfer, impermissible set-set- off or a diversion of trust funds or (b) for any other similar reason, including (i) any judgment, decree or order of any court or administrative body having jurisdiction over the Administrative Agent, any Issuing Bank, any Lender Bank or any of their respective properties or (ii) any settlement or compromise of any such claim effected by the Administrative Agent, any Issuing Bank Agent or any Lender Bank with any such claimant (including the Subsidiary BorrowerCompany), then the Guaranteed Obligations or part thereof intended to be satisfied shall be reinstated and continue, and this Guaranty shall continue in full force as if such payment had or proceeds have not been received, notwithstanding any revocation thereof or the cancellation of any Note or any other instrument evidencing any of the Guaranteed Obligations or otherwise; and the Company Guarantors, jointly and severally, shall be liable to pay the Administrative Agent, the Issuing Banks Agent and the LendersBanks, and hereby does do indemnify the Administrative Agent, Agent and the Issuing Banks and the Lenders and holds hold them harmless for the amount of such payment or proceeds so surrendered and all reasonable expenses (including reasonable attorneys’ ' fees, court costs and expenses attributable thereto) incurred by the Administrative Agent, any Issuing Bank Agent or any Lender Bank in the defense of any claim made against it that any payment or proceeds received by the Administrative Agent, any Issuing Bank Agent or any Lender Bank in respect of all or part of the Guaranteed Obligations must be surrendered. The provisions of this paragraph shall survive the termination of this Guaranty, and any satisfaction and discharge of the Subsidiary Borrower Company by virtue of any payment, court order or any Federal federal or state law.

Effect of Debtor Relief Laws. If If, after receipt of any payment of, or proceeds of any security applied (or intended to be applied) to the payment of, all or any part of the Guaranteed Obligations, the Administrative Agent, any Issuing Bank or any Lender is for any reason compelled to surrender or voluntarily surrenders, such payment or proceeds to any Person (a) because such payment or application of proceeds is or may be under applicable law avoided, invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, fraudulent conveyance, fraudulent transfer, impermissible set-off or a diversion of trust funds funds, or (b) for any other reasonreason under applicable law, including (i) any judgment, decree or order of any court or administrative body having jurisdiction over the Administrative Agent, any Issuing Bank, any Lender or any of their respective properties its properties, or (ii) any settlement or compromise of any such claim effected by the Administrative Agent, any Issuing Bank or any Lender with any such claimant (including the Subsidiary Borrowerany Obligor), then the Guaranteed Obligations or part thereof intended to be satisfied shall be reinstated and continue, and this Guaranty shall continue in full force as if such payment had or proceeds have not been received, notwithstanding any revocation thereof or the cancellation of any instrument evidencing any of the Guaranteed Obligations or otherwise; and the Company Guarantor shall be liable to pay the Administrative Agent, the Issuing Banks and the LendersLender, and hereby does indemnify the Administrative Agent, the Issuing Banks Lender and the Lenders and holds them hold Lender harmless for the amount of such payment or proceeds so surrendered and all reasonable expenses (including reasonable attorneys’ ' fees, court costs and expenses attributable thereto) incurred by the Administrative Agent, any Issuing Bank or any Lender in the defense of any claim made against it that any payment or proceeds received by the Administrative Agent, any Issuing Bank or any Lender in respect of all or part of the Guaranteed Obligations must be surrendered. The provisions of this paragraph Section 4 shall survive the termination of this Guaranty, and any satisfaction and or discharge of the Subsidiary Borrower any Obligor by virtue of any payment, court order or any Federal foreign, federal or state law. If an Event of Default shall at any time have occurred and be continuing and declaration of such Event of Default shall at such time be prevented by reason of the pendency against any Obligor of a case or proceeding under a bankruptcy or insolvency law, Guarantor agrees that, for purposes of this Guaranty and its obligations hereunder, the Secured Liabilities shall be deemed to have been declared in default in accordance with the terms of the Loan Agreement or other applicable Financing Documents, and Guarantor shall forthwith pay the amounts specified by Lender to be paid thereunder, any interest thereon and any other amounts guaranteed under this Guaranty without further notice or demand.

Effect of Debtor Relief Laws. If after receipt of any payment of, or proceeds of any security applied (or intended to be applied) to the payment of all or any part of the Guaranteed Obligations, the Administrative Agent, any Issuing Bank or any Lender is for any reason compelled to surrender or voluntarily surrenders, such payment or proceeds to any Person (a) because such payment or application of proceeds is or may be avoided, invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, fraudulent conveyance, fraudulent transfer, impermissible set-off or a diversion of trust funds funds, or (b) for any other reason, including (i) any judgment, decree or order of any court or administrative body having jurisdiction over the Administrative Agent, any Issuing Bank, any Lender Bank or any of their respective its properties or (ii) any settlement or compromise of any such claim effected by the Administrative Agent, any Issuing Bank or any Lender with any such claimant (including the Subsidiary a Borrower), then the Guaranteed Obligations or part thereof intended to be satisfied shall be reinstated and continue, and this Guaranty shall continue in full force as if such payment had or proceeds have not been received, notwithstanding any revocation thereof or the cancellation of any Note or any other instrument evidencing any of the Guaranteed Obligations or otherwise; and the Company Guarantors, jointly and severally, shall be liable to pay the Administrative Agent, the Issuing Banks and the LendersBank, and hereby does do indemnify the Administrative Agent, the Issuing Banks Bank and the Lenders and holds them hold it harmless for the amount of such payment or proceeds so surrendered and all reasonable expenses (including reasonable attorneys’ ' fees, court costs and expenses attributable thereto) incurred by the Administrative Agent, any Issuing Bank or any Lender in the defense of any claim made against it that any payment or proceeds received by the Administrative Agent, any Issuing Bank or any Lender in respect of all or part of the Guaranteed Obligations must be surrendered. The provisions of this paragraph shall survive the termination of this Guaranty, and any satisfaction and discharge of the Subsidiary a Borrower by virtue of any payment, court order or any Federal federal or state law.

Effect of Debtor Relief Laws. If after receipt of any payment of, or proceeds of any security applied (or intended to be applied) to the payment of all or any part of the Guaranteed Obligations, the Administrative Agent, any Issuing Bank Agent or any Lender Bank is for any reason compelled to surrender or voluntarily surrenders, surrenders such payment or proceeds to any Person (a) because such payment or application of proceeds is or may be avoided, invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, fraudulent conveyance, fraudulent transfer, impermissible set-off or a diversion of trust funds or (b) for any other similar reason, including (i) any judgment, decree or order of any court or administrative body having jurisdiction over the Administrative Agent, any Issuing Bank, any Lender Bank or any of their respective properties or (ii) any settlement or compromise of any such claim effected by the Administrative Agent, any Issuing Bank Agent or any Lender Bank with any such claimant (including the Subsidiary BorrowerCompany), then the Guaranteed Obligations or part thereof intended to be satisfied shall be reinstated and continue, and this Guaranty shall continue in full force as if such payment had or proceeds have not been received, notwithstanding any revocation thereof or the cancellation of any Note or any other instrument evidencing any of the Guaranteed Obligations or otherwise; and the Company Guarantors, jointly and severally, shall be liable to pay the Administrative Agent, the Issuing Banks Agent and the LendersBanks, and hereby does do indemnify the Administrative Agent, Agent and the Issuing Banks and the Lenders and holds hold them harmless for the amount of such payment or proceeds so surrendered and all reasonable expenses (including reasonable attorneys’ ' fees, court costs and expenses attributable thereto) incurred by the Administrative Agent, any Issuing Bank Agent or any Lender Bank in the defense of any claim made against it that any payment or proceeds received by the Administrative Agent, any Issuing Bank Agent or any Lender Bank in respect of all or part of the Guaranteed Obligations must be surrendered. The provisions of this paragraph shall survive the termination of this Guaranty, and any satisfaction and discharge of the Subsidiary Borrower Company by virtue of any payment, court order or any Federal federal or state law.

Effect of Debtor Relief Laws. If after receipt of any payment of, or proceeds of any security applied (or intended to be applied) to the payment of all or any part of the Guaranteed Obligations, the Administrative Agent, any Issuing Bank Agent or any Lender is for any reason compelled to surrender or voluntarily surrenderssurrenders (under circumstances in which it believes it could reasonably be expected to be so compelled if it did not voluntarily surrender), such payment or proceeds to any Person (a) because such payment or application of proceeds is or may be avoided, invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, fraudulent conveyance, fraudulent transfer, impermissible set-off or a diversion of trust funds or (b) for any other similar reason, including (i) any judgment, decree or order of any court or administrative body having jurisdiction over the Administrative Agent, any Issuing Bank, any Lender or any of their respective properties or (ii) any settlement or compromise of any such claim effected by the Administrative Agent, any Issuing Bank Agent or any Lender with any such claimant (including the Subsidiary Borrower), then the Guaranteed Obligations or part thereof intended to be satisfied shall be reinstated and continue, and this Guaranty shall continue in full force as if such payment had or proceeds have not been received, notwithstanding any revocation thereof or the cancellation of any Note or any other instrument evidencing any of the Guaranteed Obligations or otherwise; and the Company Guarantors, jointly and severally, shall be liable to pay the Administrative Agent, the Issuing Banks Agent and the Lenders, and hereby does do indemnify the Administrative Agent, the Issuing Banks Agent and the Lenders and holds hold them harmless for the amount of such payment or proceeds so surrendered and all reasonable expenses (including reasonable attorneys’ ' fees, court costs and expenses attributable thereto) incurred by the Administrative Agent, any Issuing Bank Agent or any Lender in the defense of any claim made against it that any payment or proceeds received by the Administrative Agent, any Issuing Bank Agent or any Lender in respect of all or part of the Guaranteed Obligations must be surrendered. The provisions of this paragraph shall survive the termination of this Guaranty, and any satisfaction and discharge of the Subsidiary Borrower by virtue of any payment, court order or any Federal federal or state law.

Effect of Debtor Relief Laws. If after receipt of any payment of, or proceeds of any security applied (or intended to be applied) to the payment of all or any part of the Guaranteed Obligations, the Administrative Agent, any Issuing Bank Agent or any Lender Bank is for any reason compelled to surrender or voluntarily surrenders, surrenders such payment or proceeds to any Person (a) because such payment or application of proceeds is or may be avoided, invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, fraudulent conveyance, fraudulent transfer, impermissible set-off or a diversion of trust funds or (b) for any other similar reason, including (i) any judgment, decree or order of any court or administrative body having jurisdiction over the Administrative Agent, any Issuing Bank, any Lender Bank or any of their respective properties or (ii) any settlement or compromise of any such claim effected by the Administrative Agent, any Issuing Bank Agent or any Lender Bank with any such claimant (including the Subsidiary BorrowerCompany), then the Guaranteed Obligations or part thereof intended to be satisfied shall be reinstated and continue, and this Guaranty shall continue in full force as if such payment had or proceeds have not been received, notwithstanding any revocation thereof or the cancellation of any Note or any other instrument evidencing any of the Guaranteed Obligations or otherwise; and the Company Guarantors, jointly and severally, shall be liable to pay the Administrative Agent, the Issuing Banks Agent and the LendersBanks, and hereby does do indemnify the Administrative Agent, Agent and the Issuing Banks and the Lenders and holds hold them harmless for the amount of such payment or proceeds so surrendered and all reasonable expenses (including reasonable attorneys’ ' fees, court costs and expenses attributable thereto) incurred by the Administrative Agent, any Issuing Bank Agent or any Lender Bank in the defense of any claim made against it that any payment or proceeds received by the Administrative Agent, any Issuing Bank Agent or any Lender Bank in respect of all or part of the Guaranteed Obligations must be surrendered. The provisions of this paragraph shall survive the termination of this Guaranty, and any satisfaction and discharge of the Subsidiary Borrower Company by virtue of any payment, court order or any Federal federal or state law.

Effect of Debtor Relief Laws. If after receipt of any payment of, or proceeds of any security applied (or intended to be applied) to the payment of all or any part of the Guaranteed Obligations, the Administrative Agent, any Issuing Bank Agent or any Lender Bank is for any reason compelled to surrender or voluntarily surrenderssurrenders (under circumstances in which it believes it could reasonably be expected to be so compelled if it did not voluntarily surrender), such payment or proceeds to any Person (a) because such payment or application of proceeds is or may be avoided, invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, fraudulent conveyance, fraudulent transfer, impermissible set-off or a diversion of trust funds or (b) for any other similar reason, including (i) any judgment, decree or order of any court or administrative body having jurisdiction over the Administrative Agent, any Issuing Bank, any Lender Bank or any of their respective properties or (ii) any settlement or compromise of any such claim effected by the Administrative Agent, any Issuing Bank Agent or any Lender Bank with any such claimant (including the Subsidiary BorrowerCompany), then the Guaranteed Obligations or part thereof intended to be satisfied shall be reinstated and continue, and this Guaranty shall continue in full force as if such payment had or proceeds have not been received, notwithstanding any revocation thereof or the cancellation of any Note or any other instrument evidencing any of the Guaranteed Obligations or otherwise; and the Company Guarantors, jointly and severally, shall be liable to pay the Administrative Agent, the Issuing Banks Agent and the LendersBanks, and hereby does do indemnify the Administrative Agent, Agent and the Issuing Banks and the Lenders and holds hold them harmless for the amount of such payment or proceeds so surrendered and all reasonable expenses (including reasonable attorneys’ ' fees, court costs and expenses attributable thereto) incurred by the Administrative Agent, any Issuing Bank Agent or any Lender Bank in the defense of any claim made against it that any payment or proceeds received by the Administrative Agent, any Issuing Bank Agent or any Lender Bank in respect of all or part of the Guaranteed Obligations must be surrendered. The provisions of this paragraph shall survive the termination of this Guaranty, and any satisfaction and discharge of the Subsidiary Borrower Company by virtue of any payment, court order or any Federal federal or state law.

Effect of Debtor Relief Laws. If after receipt of any payment of, or proceeds of any security applied (or intended to be applied) to the payment of all or any part of the Guaranteed Obligations, the Administrative Agent, any Issuing Bank Agent or any Lender Bank is for any reason compelled to surrender or voluntarily surrenders, such payment or proceeds to any Person (a) because such payment or application of proceeds is or may be avoided, invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, fraudulent conveyance, fraudulent transfer, impermissible set-off or a diversion of trust funds or (b) for any other reason, including (i) any judgment, decree or order of any court or administrative body having jurisdiction over the Administrative Agent, any Issuing Bank, any Lender Bank or any of their respective properties or (ii) any settlement or compromise of any such claim effected by the Administrative Agent, any Issuing Bank Agent or any Lender Bank with any such claimant (including the Subsidiary Borrowerany Borrowing Subsidiary), then the Guaranteed Obligations or part thereof intended to be satisfied shall be reinstated and continue, and this Guaranty guaranty shall continue in full force as if such payment or proceeds had not been received, notwithstanding any revocation thereof or the cancellation of any instrument evidencing any of the Guaranteed Obligations or otherwise; and the Company shall be liable to pay the Administrative Agent, the Issuing Banks Agent and the LendersBanks, and hereby does indemnify the Administrative Agent, Agent and the Issuing Banks and the Lenders and holds hold them harmless for the amount of such payment or proceeds so surrendered and all reasonable expenses (including reasonable attorneys’ ' fees, court costs and expenses attributable thereto) incurred by the Administrative Agent, any Issuing Bank Agent or any Lender Bank in the defense of any claim made against it that any payment or proceeds received by the Administrative Agent, any Issuing Bank Agent or any Lender Bank in respect of all or part of the Guaranteed Obligations must be surrendered. The provisions of this paragraph shall survive the termination of this GuarantyAgreement, and any satisfaction and discharge of the Subsidiary Borrower Borrowing Subsidiaries by virtue of any payment, court order or any Federal federal or state law.

Effect of Debtor Relief Laws. If after receipt of any payment of, or proceeds of any security applied (or intended to be applied) to the payment of all or any part of the Canadian Borrower Guaranteed Obligations, the Administrative either Agent, any Issuing Bank the applicable Issuer or any Lender is for any reason compelled to surrender or voluntarily surrenders, such payment or proceeds to any Person (a) because such payment or application of proceeds is or may be avoided, invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, fraudulent conveyance, fraudulent transfer, impermissible set-off or a diversion of trust funds or (b) for any other reason, including (i) any judgment, decree or order of any court or administrative body having jurisdiction over the Administrative Canadian Agent, any Issuing Bankthe applicable Issuer, any Canadian Lender or any of their respective properties or (ii) any settlement or compromise of any such claim effected by the Administrative Canadian Agent, any Issuing Bank the Issuer of the Canadian Letters of Credit or any Canadian Lender with any such claimant (including the Subsidiary Canadian Borrower), then the Canadian Borrower Guaranteed Obligations or part thereof intended to be satisfied shall be reinstated and continue, and this U.S. Borrower Guaranty shall continue in full force as if such payment had or proceeds have not been received, notwithstanding any revocation thereof or the cancellation of any instrument evidencing any of the Canadian Borrower Guaranteed Obligations or otherwise; and the Company U.S. Borrower shall be liable to pay the Administrative AgentAgents, the Issuing Banks Issuer of the Canadian Letters of Credit and the Lenders, and hereby does do indemnify the Administrative AgentAgents, the Issuing Banks Issuer of the Canadian Letters of Credit and the Lenders and holds hold them harmless for the amount of such payment or proceeds so surrendered and all reasonable expenses (including reasonable attorneys’ ' fees, court costs and expenses attributable thereto) incurred by the Administrative either Agent, any Issuing Bank such Issuer or any such Lender in the defense of any claim made against it that any payment or proceeds received by the Administrative such Agent, any Issuing Bank such Issuer or any such Lender in respect of all or part of the Canadian Borrower Guaranteed Obligations must be surrendered. The provisions of this paragraph shall survive the termination of this U.S. Borrower Guaranty, and any satisfaction and discharge of the Subsidiary Canadian Borrower by virtue of any payment, court order or any Federal or state law.

Effect of Debtor Relief Laws. If after receipt of any payment of, or proceeds of any security applied (or intended to be applied) to the payment of all or any part of the Obligations or the Guaranteed Obligations, the Administrative Agent, any Issuing Bank Agent or any Lender is for any reason compelled to surrender or voluntarily surrenders, such payment or proceeds to any Person (a) because such payment or application of proceeds is or may be avoided, invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, fraudulent conveyance, fraudulent transfer, impermissible set-off or a diversion of trust funds or (b) for any other reason, including (i) any judgment, decree or order of any court or administrative body having jurisdiction over the Administrative Agent, any Issuing Bank, any Lender or any of their respective properties or (ii) any settlement or compromise of any such claim effected by the Administrative Agent, any Issuing Bank Agent or any Lender with any such claimant (including the Subsidiary BorrowerCompany), then the Obligations, the Guaranteed Obligations or part thereof intended to be satisfied shall be reinstated and continue, and this Guaranty shall continue in full force as if such payment had or proceeds have not been received, notwithstanding any revocation thereof or the cancellation of any Note or any other instrument evidencing any of the Obligations or Guaranteed Obligations or otherwise; and the Company Subsidiary Guarantors, jointly and severally, shall be liable to pay the Administrative Agent, the Issuing Banks Agent and the Lenders, and hereby does do indemnify the Administrative Agent, the Issuing Banks Agent and the Lenders and holds hold them harmless for the amount of such payment or proceeds so surrendered and all reasonable expenses (including reasonable attorneys’ ' fees, court costs and expenses attributable thereto) incurred by the Administrative Agent, any Issuing Bank Agent or any Lender in the defense of any claim made against it that any payment or proceeds received by the Administrative Agent, any Issuing Bank Agent or any Lender in respect of all or part of the Obligations or the Guaranteed Obligations must be surrendered. The provisions of this paragraph shall survive the termination of this Guaranty, and any satisfaction and discharge of the Subsidiary Borrower Company by virtue of any payment, court order or any Federal federal or state law.

Effect of Debtor Relief Laws. If after receipt of any payment of, or proceeds of any security applied (or intended to be applied) to the payment of all or any part of the Guaranteed Obligations, the Administrative Agent, any Issuing Bank Trustee or any Lender Holder is for any reason compelled to surrender or voluntarily surrenders, such payment or proceeds to any Person (a) because such payment or application of proceeds is or may be avoided, invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, fraudulent conveyance, fraudulent transfer, impermissible set-off or a diversion of trust funds or (b) for any other reason, including (i) any judgment, decree or order of any court or administrative body having jurisdiction over the Administrative AgentTrustee, any Issuing Bank, any Lender Holder of a Bond or any of their respective properties or (ii) any settlement or compromise of any such claim effected by the Administrative Agent, any Issuing Bank Trustee or any Lender Holder of a Bond with any such claimant (including the Subsidiary Borrower)claimant, then the Guaranteed Obligations or part thereof intended to be satisfied shall be reinstated and continue, and this Guaranty shall continue in full force as if such payment or proceeds had not been received, notwithstanding any revocation thereof or the cancellation of any Bond or any other instrument evidencing all or any part of the Guaranteed Obligations or otherwise; and the Company Guarantor shall be liable to pay the Administrative Agent, the Issuing Banks Trustee and the LendersHolders of the Bonds, and hereby does indemnify the Administrative Agent, the Issuing Banks Trustee and the Lenders Holders of the Bonds and holds hold them harmless for the amount of such payment or proceeds so surrendered and all reasonable expenses (including reasonable attorneys’ ' fees, court costs and expenses attributable thereto) incurred by the Administrative Agent, any Issuing Bank Trustee or any Lender Holder in the defense of any claim made against it that any payment or proceeds received by the Administrative Agent, any Issuing Bank Trustee or any Lender Holder of a Bond in respect of all or part of the Guaranteed Obligations must be surrendered. The provisions of this paragraph shall survive the termination of this Guaranty, and any satisfaction and discharge of the Subsidiary Borrower Issuer by virtue of any payment, court order or any Federal federal or state law.

Effect of Debtor Relief Laws. If after receipt of any payment of, or proceeds of any security applied (or intended to be applied) to the payment of all or any part of the Guaranteed Obligations, the Administrative Agent, any Issuing Bank Agent or any Lender is for any reason compelled to surrender or voluntarily surrenders, such payment or proceeds to any Person (a) because such 61 payment or application of proceeds is or may be avoided, invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, fraudulent conveyance, fraudulent transfer, impermissible set-off or a diversion of trust funds or (b) for any other reason, including (i) any judgment, decree or order of any court or administrative body having jurisdiction over the Administrative Agent, any the Issuing Bank, any Lender or any of their respective properties or (ii) any settlement or compromise of any such claim effected by the Administrative Agent, any Issuing Bank Agent or any Lender with any such claimant (including the Subsidiary either Borrower), then the Guaranteed Obligations or any part thereof intended to be satisfied shall be reinstated and continue, and this Guaranty shall continue in full force as if such payment had or proceeds have not been received, notwithstanding any revocation thereof or the cancellation of any instrument evidencing any of the Guaranteed Obligations or otherwise; and the Company WII shall be liable to pay the Administrative Agent, the Issuing Banks Bank and the Lenders, and hereby does indemnify the Administrative Agent, the Issuing Banks Bank and the Lenders and holds hold them harmless for the amount of such payment or proceeds so surrendered and all reasonable expenses (including reasonable attorneys’ fees, court costs and expenses attributable thereto) incurred by the Administrative Agent, any the Issuing Bank or any such Lender in the defense of any claim made against it that any payment or proceeds received by the Administrative Agent, any the Issuing Bank or any such Lender in respect of all or part of the Guaranteed Obligations must be surrendered. The provisions of this paragraph shall survive the termination of this Guaranty, Guaranty and any satisfaction and discharge of the Subsidiary Borrower Borrowers by virtue of any payment, court order order, or any Federal or state law.

Effect of Debtor Relief Laws. If after receipt of any payment of all or any part of the Guaranteed ObligationsObligations by Millennium or by the Guarantor, the Administrative Agent, any an Issuing Bank or any Lender is for any reason compelled to surrender surrender, or voluntarily surrenders, such payment to any Person (a) because such payment is or may be avoidedvoided, invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, fraudulent conveyance, fraudulent transfer, impermissible set-off or a diversion of trust funds or (b) for any other reason, including (i) any judgment, decree or order of any court or administrative body having jurisdiction over the Administrative Agent, any an Issuing Bank, any Lender or any of their respective properties or (ii) any settlement or compromise of any such claim effected by the Administrative Agent, any an Issuing Bank or any Lender with any such claimant (including the Subsidiary BorrowerMillennium), then the Guaranteed Obligations or part thereof intended to be satisfied shall be reinstated and continue, and this Guaranty shall continue in full force as if such payment had not been received, notwithstanding any revocation thereof or the cancellation of any instrument evidencing any of the Guaranteed Obligations or otherwise; and the Company Guarantor shall be liable to pay the Administrative Agent, the each Issuing Banks Bank and the Lenders, and hereby does indemnify the Administrative Agent, the each Issuing Banks Bank and the Lenders and holds them harmless harmless, for the Guarantor’s Stated Percentage of the amount of such payment so surrendered (or, if such surrendered payment relates solely to amounts from the Guarantor, the amount so surrendered) and the Guarantor’s Stated Percentage of all (or, if such surrendered payment relates solely to amounts received from the Guarantor, all) reasonable expenses (including reasonable attorneys’ fees, court costs and expenses attributable thereto) incurred by the Administrative Agent, any an Issuing Bank or any Lender in the defense of any claim made against it that any payment received by the Administrative Agent, any an Issuing Bank or any Lender in respect of all or part of the Guaranteed Obligations must be surrendered, other than any claim that has been found in a final nonappealable ruling by a court of competent jurisdiction to have arisen from the gross negligence or intentional misconduct of such Administrative Agent’s, Issuing Bank’s or Lender’s obligations under any Loan Document. The provisions of this paragraph Section 2.06 shall survive the termination of this GuarantyAgreement, and any satisfaction and discharge of the Subsidiary Borrower Millennium by virtue of any payment, court order or any Federal or state law.

Effect of Debtor Relief Laws. If after receipt of any payment of, or proceeds of any security applied (or intended to be applied) to the payment of all or any part of the Guaranteed ObligationsAmount, the Administrative Agent, any Issuing Bank Agent or any Lender Bank is for any reason compelled to surrender or voluntarily surrenders, such payment or proceeds to any Person Person, (a) because such payment or application of proceeds is or may be avoided, invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, fraudulent conveyance, fraudulent transfer, impermissible set-off or a diversion of trust funds funds; or (b) for any other reason, including without limitation (i) any judgment, decree or order of any court or administrative body having jurisdiction over the Administrative Agent, any Issuing Bank, any Lender Agent or any of their respective properties Bank or its properties, or (ii) any settlement or compromise of any such claim effected by the Administrative Agent, any Issuing Bank or any Lender with any such claimant (including the Subsidiary Borrowereither of Borrowers), then the Guaranteed Obligations Amount or part thereof intended to be satisfied shall be reinstated and continue, continue and this Guaranty shall continue in full force as if such payment or proceeds had not been received, notwithstanding any revocation thereof or the cancellation of any Note or any other instrument evidencing any of the Guaranteed Obligations Amount or otherwise; and the Company each Guarantor shall be liable to pay the Administrative Agent, the Issuing Banks and the Lenderssuch Bank, and hereby does indemnify the Administrative Agentindemnify, the Issuing Banks jointly and the Lenders severally, such Bank and holds them hold it harmless for for, the amount of such payment or proceeds so surrendered and all reasonable expenses (including reasonable attorneys’ ' fees, court costs and expenses attributable thereto) incurred by the Administrative Agent, any Issuing Bank or any Lender in the defense of any claim made against it that any payment or proceeds received by the Administrative Agent, any Issuing Bank or any Lender in respect of all or part of the Guaranteed Obligations Amount must be surrendered. The provisions of this paragraph shall survive the termination of this Guaranty, and any satisfaction and discharge of the Subsidiary Borrower Company by virtue of any payment, court order or any Federal federal or state law.

Effect of Debtor Relief Laws. If after receipt of any payment of, or proceeds of any security are applied (or intended to be applied) to the payment of, all or any part of the Guaranteed Obligations, the Administrative Agent, any Issuing Bank or any Lender Guaranteed Party is for any reason compelled to surrender or voluntarily surrenders, surrenders such payment or proceeds to any Person (a) because such payment or application of proceeds is or may be avoided, invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, fraudulent conveyance, fraudulent transfer, impermissible set-off or a diversion of trust funds or (b) for any other reason, including (i) any judgment, decree or order of any court or administrative body having jurisdiction over the Administrative Agent, any Issuing Bank, any Lender such Guaranteed Party or any of their respective its properties or (ii) any settlement or compromise of any such claim effected by the Administrative Agent, any Issuing Bank or any Lender such Guaranteed Party with any such claimant (including the Subsidiary Borrowerany Borrower or any other Guarantor), then the Guaranteed Obligations or any part thereof intended to be satisfied shall be reinstated and continue, and this Guaranty shall continue in full force as if such payment or proceeds had not been received, notwithstanding any revocation thereof or the cancellation of any instrument evidencing any of the Guaranteed Obligations or otherwise; and the Company each Guarantor shall be jointly and severally liable to pay the Administrative Agent, the Issuing Banks and the LendersGuaranteed Parties, and hereby does indemnify the Administrative Agent, the Issuing Banks Guaranteed Parties and the Lenders and holds hold them harmless for the amount of such payment or proceeds so surrendered and all reasonable expenses (including reasonable attorneys’ fees, court costs and documented out-of-pocket expenses attributable thereto) incurred by the Administrative Agent, any Issuing Bank or any Lender Guaranteed Parties in the defense of any claim made against it any of them that any payment or proceeds received by any of the Administrative Agent, any Issuing Bank or any Lender Guaranteed Parties in respect of all or part of the Guaranteed Obligations must be surrendered. The provisions of this paragraph shall survive the termination of this Guaranty, Guaranty and any satisfaction and discharge of the Subsidiary any Borrower or any Guarantor by virtue of any payment, court order or any Federal or state law.

Effect of Debtor Relief Laws. If after receipt of any payment of all or any part of the Borrower Guaranteed Obligations, the Administrative Agent, any the Issuing Bank or any Lender is for any reason compelled to surrender or voluntarily surrenders, such payment to any Person (a) because such payment is or may be avoided, invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, fraudulent conveyance, fraudulent transfer, impermissible set-off or a diversion of trust funds or (b) for any other reason, including (i) any judgment, decree or order of any court or administrative body having jurisdiction over the Administrative Agent, any the Issuing Bank, any Lender or any of their respective properties or (ii) any settlement or compromise of any such claim effected by the Administrative Agent, any the Issuing Bank or any Lender with any such claimant (including the Subsidiary BorrowerCompany), then the Borrower Guaranteed Obligations or part thereof intended to be satisfied shall be reinstated and continue, and this Subsidiary Guarantors Guaranty shall continue in full force as if such payment had not been received, notwithstanding any revocation thereof or the cancellation of any Note or any other instrument evidencing any of the Borrower Guaranteed Obligations or otherwise; and the Company Subsidiary Guarantors, jointly and severally, shall be liable to pay the Administrative Agent, the Issuing Banks Bank and the Lenders, and hereby does do indemnify the Administrative Agent, the Issuing Banks Bank and the Lenders and holds hold them harmless for the amount of such payment so surrendered and all reasonable expenses (including reasonable attorneys’ ' fees, court costs and expenses attributable thereto) incurred by the Administrative Agent, any the Issuing Bank or any Lender in the defense of any claim made against it that any payment received by the Administrative Agent, any the Issuing Bank or any Lender in respect of all or part of the Borrower Guaranteed Obligations must be surrendered. The provisions of this paragraph shall survive the termination of this Subsidiary Guarantors Guaranty, and any satisfaction and discharge of the Subsidiary Borrower Company by virtue of any payment, court order or any Federal or state law.

Effect of Debtor Relief Laws. If after receipt of any payment of, or proceeds of any security applied (or intended to be applied) to the payment of all or any part of the Guaranteed Obligations, the Administrative Agent, any Issuing Bank Agent or any Lender is for any reason compelled to surrender or voluntarily surrenders, such payment or proceeds to any Person (a) because such payment or application of proceeds is or may be avoided, invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, fraudulent conveyance, fraudulent transfer, impermissible set-set off or a diversion of trust funds or (b) for any other reason, including (i) any judgment, decree or order of any court or administrative body having jurisdiction over the Administrative Agent, any Issuing Bank, any Lender or any of their respective properties or (ii) any settlement or compromise of any such claim effected by the Administrative Agent, any Issuing Bank Agent or any Lender with any such claimant (including the Subsidiary either Borrower), then the Guaranteed Obligations or any part thereof intended to be satisfied shall be reinstated and continue, and this Guaranty shall continue in full force as if such payment had or proceeds have not been received, notwithstanding any revocation thereof or the cancellation of any instrument evidencing any of the Guaranteed Obligations or otherwise; and the Company WII shall be liable to pay the Administrative Agent, the Issuing Banks Agent and the Lenders, and hereby does indemnify the Administrative Agent, the Issuing Banks Agent and the Lenders and holds hold them harmless for the amount of such payment or proceeds so surrendered and all reasonable expenses (including reasonable attorneys’ ' fees, court costs and expenses attributable thereto) incurred by the Administrative Agent, any Issuing Bank Agent or any such Lender in the defense of any claim made against it that any payment or proceeds received by the Administrative Agent, any Issuing Bank Agent or any such Lender in respect of all or part of the Guaranteed Obligations must be surrendered. The provisions of this paragraph shall survive the termination of this Guaranty, Guaranty and any satisfaction and discharge of the Subsidiary Borrower Borrowers by virtue of any payment, court order order, or any Federal or state law.

Effect of Debtor Relief Laws. If after receipt of any payment of, or proceeds of any security applied (or intended to be applied) to the payment of all or any part of the Borrower Guaranteed Obligations, the Administrative either Agent, any Issuing Bank either Issuer or any Lender is for any reason compelled to surrender or voluntarily surrenders, such payment or proceeds to any Person (a) because such payment or application of proceeds is or may be avoided, invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, fraudulent conveyance, fraudulent transfer, impermissible set-off or a diversion of trust funds or (b) for any other reason, including (i) any judgment, decree or order of any court or administrative body having jurisdiction over the Administrative such Agent, any Issuing BankIssuer, any such Lender or any of their respective properties or (ii) any settlement or compromise of any such claim effected by the Administrative such Agent, any Issuing Bank such Issuer or any such Lender with any such claimant (including the Subsidiary U.S. Borrower), then the Borrower Guaranteed Obligations or part thereof intended to be satisfied shall be reinstated and continue, and this Subsidiary Guarantors Guaranty shall continue in full force as if such payment had or proceeds have not been received, notwithstanding any revocation thereof or the cancellation of any Note or any other instrument evidencing any of the Borrower Guaranteed Obligations or otherwise; and the Company Subsidiary Guarantors, jointly and severally, shall be liable to pay the Administrative each Agent, the Issuing Banks each Issuer and the Lenders, and hereby does do indemnify the Administrative each Agent, the Issuing Banks each Issuer and the Lenders and holds hold them harmless for the amount of such payment or proceeds so surrendered and all reasonable expenses (including reasonable attorneys’ ' fees, court costs and expenses attributable thereto) incurred by the Administrative such Agent, any Issuing Bank such Issuer or any such Lender in the defense of any claim made against it that any payment or proceeds received by the Administrative such Agent, any Issuing Bank such Issuer or any such Lender in respect of all or part of the Borrower Guaranteed Obligations must be surrendered. The provisions of this paragraph shall survive the termination of this Subsidiary Guarantors Guaranty, and any satisfaction and discharge of the Subsidiary Borrower Borrowers by virtue of any payment, court order or any Federal or state law.

Effect of Debtor Relief Laws. If after receipt of any payment of, or proceeds of any security applied (or intended to be applied) to the payment of all or any part of the Guaranteed Obligations, the Administrative Agent, any Issuing Bank Agent or any Lender is for any reason compelled to surrender or voluntarily surrenders, such payment or proceeds to any Person (a) because such payment or application of proceeds is or may be avoided, invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, fraudulent conveyance, fraudulent transfer, impermissible set-off or a diversion of trust funds or (b) for any other reason, including (i) any judgment, decree or order of any court or administrative body having jurisdiction over the Administrative Agent, any Issuing Bank, any Lender or any of their respective properties or (ii) any settlement or compromise of any such claim effected by the Administrative Agent, any Issuing Bank Agent or any Lender with any such claimant (including any of the Subsidiary BorrowerBorrowers), then the Guaranteed Obligations or any part thereof intended to be satisfied shall be reinstated and continue, and this Guaranty shall continue in full force as if such payment had or proceeds have not been received, notwithstanding any revocation thereof or the cancellation of any instrument evidencing any of the Guaranteed Obligations or otherwise; and the Company each Guarantor shall be liable to pay the Administrative Agent, the Issuing Banks Agent and the Lenders, and hereby does do indemnify the Administrative Agent, the Issuing Banks Agent and the Lenders and holds hold them harmless for the amount of such payment or proceeds so surrendered and all reasonable expenses (including reasonable attorneys’ ' fees, court costs and expenses attributable thereto) incurred by the Administrative Agent, any Issuing Bank Agent or any such Lender in the defense of any claim made against it that any payment or proceeds received by the Administrative Agent, any Issuing Bank Agent or any such Lender in respect of all or part of the Guaranteed Obligations must be surrendered. The provisions of this paragraph shall survive the termination of this Guaranty, Guaranty and any satisfaction and discharge of the Subsidiary any Borrower by virtue of any payment, court order order, or any Federal or state law.

Effect of Debtor Relief Laws. If after receipt of any payment of all or any part of the Guaranteed Obligations, the Administrative Agent, any Issuing Bank or any Lender is for any reason compelled to surrender or voluntarily surrenders, such payment to any Person (a) because such payment is or may be avoided, invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, fraudulent conveyance, fraudulent transfer, impermissible set-off or a diversion of trust funds or (b) for any other reason, including (i) any judgment, decree or order of any court or administrative body having jurisdiction over the Administrative Agent, any Issuing Bank, any Lender or any of their respective properties or (ii) any settlement or compromise of any such claim effected by the Administrative Agent, any Issuing Bank or any Lender with any such claimant (including the Subsidiary BorrowerFEP), then the Guaranteed Obligations or part thereof intended to be satisfied shall be reinstated and continue, and this Guaranty shall continue in full force as if such payment had not been received, notwithstanding any revocation thereof or the cancellation of any instrument evidencing any of the Guaranteed Obligations or otherwise; and the Company Guarantor shall be liable to pay the Administrative Agent, the each Issuing Banks Bank and the Lenders, and hereby does indemnify the Administrative Agent, the each Issuing Banks Bank and the Lenders and holds them harmless for the amount of such payment so surrendered and all reasonable expenses (including reasonable attorneys’ fees, court costs and expenses attributable thereto) incurred by the Administrative Agent, any Issuing Bank or any Lender in the defense of any claim made against it that any payment received by the Administrative Agent, any Issuing Bank or any Lender in respect of all or part of the Guaranteed Obligations must be surrendered. The provisions of this paragraph Section 2.06 shall survive the termination of this GuarantyAgreement, and any satisfaction and discharge of the Subsidiary Borrower FEP by virtue of any payment, court order or any Federal or state law.

Effect of Debtor Relief Laws. If after receipt of any payment of all or any part of the Guaranteed Obligations, the Administrative Agent, any the Issuing Bank or any Lender is for any reason compelled to surrender or voluntarily surrenders, such payment to any Person (a) because such payment is or may be avoided, invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, fraudulent conveyance, fraudulent transfer, impermissible set-off or a diversion of trust funds or (b) for any other reason, including (i) any judgment, decree or order of any court or administrative body having jurisdiction over the Administrative Agent, any the Issuing Bank, any Lender or any of their respective properties or (ii) any settlement or compromise of any such claim effected by the Administrative Agent, any the Issuing Bank or any Lender with any such claimant (including the Subsidiary Borrower), then the Guaranteed Obligations or part thereof intended to be satisfied shall be reinstated and continue, and this Guaranty shall continue in full force as if such payment had not been received, notwithstanding any revocation thereof or the cancellation of any instrument evidencing any of the Guaranteed Obligations or otherwise; and the Company shall be liable to pay the Administrative Agent, the Issuing Banks Bank and the Lenders, and hereby does indemnify the Administrative Agent, the Issuing Banks Bank and the Lenders and holds them harmless for the amount of such payment so surrendered and all reasonable expenses (including reasonable attorneys’ ' fees, court costs and expenses attributable thereto) incurred by the Administrative Agent, any the Issuing Bank or any Lender in the defense of any claim made against it that any payment received by the Administrative Agent, any the Issuing Bank or any Lender in respect of all or part of the Guaranteed Obligations must be surrendered. The provisions of this paragraph shall survive the termination of this Guaranty, and any satisfaction and discharge of the Subsidiary Borrower by virtue of any payment, court order or any Federal or state law.

Effect of Debtor Relief Laws. If after receipt of any payment of, or proceeds of any security applied (or intended to be applied) to the payment of all or any part of the Guaranteed Obligations, the Administrative Agent, any Issuing Bank Agent or any Lender Bank is for any reason compelled to surrender or voluntarily surrenders, surrenders such payment or proceeds to any Person (a) because such payment or application of proceeds is or may be avoided, invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, fraudulent conveyance, fraudulent transfer, impermissible set-off or a diversion of trust funds or (b) for any other similar reason, including (i) any judgment, decree or order of any court or administrative body having jurisdiction over the Administrative Agent, any Issuing Bank, any Lender Bank or any of their respective properties or (ii) any settlement or compromise of any such claim effected by the Administrative Agent, any Issuing Bank Agent or any Lender Bank with any such claimant (including the Subsidiary BorrowerCompany), then to the fullest extent permitted by applicable law, the Guaranteed Obligations or part thereof intended to be satisfied shall be reinstated and continue, and this Guaranty shall continue in full force as if such payment had or proceeds have not been received, notwithstanding any revocation thereof or the cancellation of any Note or any other instrument evidencing any of the Guaranteed Obligations or otherwise; and the Company Guarantors, jointly and severally, shall be liable to pay the Administrative Agent, the Issuing Banks Agent and the LendersBanks, and hereby does do indemnify the Administrative Agent, Agent and the Issuing Banks and the Lenders and holds hold them harmless for the amount of such payment or proceeds so surrendered and all reasonable expenses (including reasonable attorneys’ ' fees, court costs and expenses attributable thereto) incurred by the Administrative Agent, any Issuing Bank Agent or any Lender Bank in the defense of any claim made against it that any payment or proceeds received by the Administrative Agent, any Issuing Bank Agent or any Lender Bank in respect of all or part of the Guaranteed Obligations must be surrendered. The provisions of this paragraph shall survive the termination of this Guaranty, and any satisfaction and discharge of the Subsidiary Borrower Company by virtue of any payment, court order or any Federal federal or state law.

Effect of Debtor Relief Laws. If after receipt of any payment of, or proceeds of any security applied (or intended to be applied) to the payment of all or any part of the Guaranteed Obligations, the Administrative Agent, any Issuing Bank Agent or any Lender is for any reason compelled to surrender or voluntarily surrenders, such payment or proceeds to any Person (a) because such payment or application of proceeds is or may be avoided, invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, fraudulent conveyance, fraudulent transfer, impermissible set-off or a diversion of trust funds or (b) for any other reason, including (i) any judgment, decree or order of any court or administrative body having jurisdiction over the Administrative Agent, any Issuing Bank, any Lender or any of their respective properties or (ii) any settlement or compromise of any such claim effected by the Administrative Agent, any Issuing Bank Agent or any Lender with any such claimant (including any of the Subsidiary BorrowerBorrowers), then the Guaranteed Obligations or any part thereof intended to be satisfied shall be reinstated and continue, and this U.S. Borrower Guaranty shall continue in full force as if such payment had or proceeds have not been received, notwithstanding any revocation thereof or the cancellation of any instrument evidencing any of the Guaranteed Obligations or otherwise; and the Company U.S. Borrower shall be liable to pay the Administrative Agent, the Issuing Banks Agent and the Lenders, and hereby does do indemnify the Administrative Agent, the Issuing Banks Agent and the Lenders and holds hold them harmless for the amount of such payment or proceeds so surrendered and all reasonable expenses (including reasonable attorneys’ ' fees, court costs and expenses attributable thereto) incurred by the Administrative Agent, any Issuing Bank Agent or any such Lender in the defense of any claim made against it that any payment or proceeds received by the Administrative Agent, any Issuing Bank Agent or any such Lender in respect of all or part of the Guaranteed Obligations must be surrendered. The provisions of this paragraph shall survive the termination of this Guaranty, U.S. Borrower Guaranty and any satisfaction and discharge of the any Subsidiary Borrower by virtue of any payment, court order order, or any Federal or state law.

Effect of Debtor Relief Laws. If after receipt of any payment of all or any part of the Guaranteed Obligations, the Administrative Agent, any the Issuing Bank or any Lender is for any reason compelled to surrender or voluntarily surrenders, such payment to any Person (a) because such payment is or may be avoided, invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, fraudulent conveyance, fraudulent transfer, impermissible set-off or a diversion of trust funds or (b) for any other reason, including (i) any judgment, decree or order of any court or administrative body having jurisdiction over the Administrative Agent, any the Issuing Bank, any Lender or any of their respective properties or (ii) any settlement or compromise of any such claim effected by the Administrative Agent, any the Issuing Bank or any Lender with any such claimant (including the Subsidiary Borrower), then the Guaranteed Obligations or part thereof intended to be satisfied shall be reinstated and continue, and this Guaranty shall continue in full force as if such payment had not been received, notwithstanding any revocation thereof or the cancellation of any instrument evidencing any of the Guaranteed Obligations or otherwise; and the Company shall be liable to pay the Administrative Agent, the Issuing Banks Bank and the Lenders, and hereby does indemnify the Administrative Agent, the Issuing Banks Bank and the Lenders and holds them harmless for the amount of such payment so surrendered and all reasonable expenses (including reasonable attorneys’ attorneys= fees, court costs and expenses attributable thereto) incurred by the Administrative Agent, any the Issuing Bank or any Lender in the defense of any claim made against it that any payment received by the Administrative Agent, any the Issuing Bank or any Lender in respect of all or part of Five-Year Facility 74 the Guaranteed Obligations must be surrendered. The provisions of this paragraph shall survive the termination of this Guaranty, and any satisfaction and discharge of the Subsidiary Borrower by virtue of any payment, court order or any Federal or state law.

Effect of Debtor Relief Laws. If after receipt of any payment ---------------------------- of, or proceeds of any security applied (or intended to be applied) to the payment of all or any part of the Guaranteed Obligations, the Administrative Agent, any Issuing Bank Agent or any Lender Bank is for any reason compelled to surrender or voluntarily surrenderssurrenders (under circumstances in which it believes it could reasonably be expected to be so compelled if it did not voluntarily surrender), such payment or proceeds to any Person (a) because such payment or application of proceeds is or may be avoided, invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, fraudulent conveyance, fraudulent transfer, impermissible set-off or a diversion of trust funds or (b) for any other similar reason, including (i) any judgment, decree or order of any court or administrative body having jurisdiction over the Administrative Agent, any Issuing Bank, any Lender Bank or any of their respective properties or (ii) any settlement or compromise of any such claim effected by the Administrative Agent, any Issuing Bank Agent or any Lender Bank with any such claimant (including the Subsidiary BorrowerCompany), then the Guaranteed Obligations or part thereof intended to be satisfied shall be reinstated and continue, and this Guaranty shall continue in full force as if such payment had or proceeds have not been received, notwithstanding any revocation thereof or the cancellation of any Note or any other instrument evidencing any of the Guaranteed Obligations or otherwise; and the Company Guarantors, jointly and severally, shall be liable to pay the Administrative Agent, the Issuing Banks Agent and the LendersBanks, and hereby does do indemnify the Administrative Agent, Agent and the Issuing Banks and the Lenders and holds hold them harmless for the amount of such payment or proceeds so surrendered and all reasonable expenses (including reasonable attorneys’ ' fees, court costs and expenses attributable thereto) incurred by the Administrative Agent, any Issuing Bank Agent or any Lender Bank in the defense of any claim made against it that any payment or proceeds received by the Administrative Agent, any Issuing Bank Agent or any Lender Bank in respect of all or part of the Guaranteed Obligations must be surrendered. The provisions of this paragraph shall survive the termination of this Guaranty, and any satisfaction and discharge of the Subsidiary Borrower Company by virtue of any payment, court order or any Federal federal or state law.

Effect of Debtor Relief Laws. If after receipt of any payment of, or proceeds of any security applied (or intended to be applied) to the payment of all or any part of the Guaranteed Obligations, the Administrative Agent, any Issuing Bank Agent or any Lender Bank is for any reason compelled to surrender or voluntarily surrenders, such payment or proceeds to any Person (a) because such payment or application of proceeds is or may be avoided, invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, fraudulent conveyance, fraudulent transfer, impermissible set-off or a diversion of trust funds or (b) for any other reason, including (i) any judgment, decree or order of any court or administrative body having jurisdiction over the Administrative Agent, any Issuing Bank, any Lender Bank or any of their respective properties or (ii) any settlement or compromise of any such claim effected by the Administrative Agent, any Issuing Bank Agent or any Lender Bank with any such claimant (including the Subsidiary Borrowerany Borrowing Subsidiary), then the Guaranteed Obligations or part thereof intended to be satisfied shall be reinstated and continue, and this Guaranty guaranty shall continue in full force as if such payment or proceeds had not been received, notwithstanding any revocation thereof or the cancellation of any Note or any other instrument evidencing any of the Guaranteed Obligations or otherwise; and the Company shall be liable to pay the Administrative Agent, the Issuing Banks Agent and the LendersBanks, and hereby does indemnify the Administrative Agent, Agent and the Issuing Banks and the Lenders and holds hold them harmless for the amount of such payment or proceeds so surrendered and all reasonable expenses (including reasonable attorneys’ ' fees, court costs and expenses attributable thereto) incurred by the Administrative Agent, any Issuing Bank Agent or any Lender Bank in the defense of any claim made against it that any payment or proceeds received by the Administrative Agent, any Issuing Bank Agent or any Lender Bank in respect of all or part of the Guaranteed Obligations must be surrendered. The provisions of this paragraph shall survive the termination of this GuarantyAgreement, and any satisfaction and discharge of the Subsidiary Borrower Borrowing Subsidiaries by virtue of any payment, court order or any Federal federal or state law.

Effect of Debtor Relief Laws. If after receipt of any payment of, or proceeds of any security applied (or intended to be applied) to the payment of all or any part of the Guaranteed Obligations, the Administrative Agent, any the Issuing Bank or any Lender is for any reason compelled to surrender or voluntarily surrenders, such payment or proceeds to any Person (a) because such payment or application of proceeds is or may be avoided, invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, fraudulent conveyance, fraudulent transfer, impermissible set-off or a diversion of trust funds or (b) for any other reason, including (i) any judgment, decree or order of any court or administrative body having jurisdiction over the Administrative Agent, any the Issuing Bank, any Lender or any of their respective properties or (ii) any settlement or compromise of any such claim effected by the Administrative Agent, any the Issuing Bank or any Lender with any such claimant (including the Subsidiary Borrowerany Borrower or any other Guarantor), then the Guaranteed Obligations or any part thereof intended to be satisfied shall be reinstated and continue, and this Guaranty shall continue in full force as if such payment or proceeds had not been received, notwithstanding any revocation thereof or the cancellation of any instrument evidencing any of the Guaranteed Obligations or otherwise; and the Company WIL-Switzerland shall be liable to pay the Administrative Agent, the Issuing Banks Bank and the Lenders, and hereby does indemnify the Administrative Agent, the Issuing Banks Bank and the Lenders and holds hold them harmless for the amount of such payment or proceeds so surrendered and all reasonable expenses (including reasonable attorneys’ fees, court costs and expenses attributable thereto) incurred by the Administrative Agent, any the Issuing Bank or any such Lender in the defense of any claim made against it that any payment or proceeds received by the Administrative Agent, any the Issuing Bank or any such Lender in respect of all or part of the Guaranteed Obligations must be surrendered. The provisions of this paragraph shall survive the termination of this Guaranty, Guaranty and any satisfaction and discharge of the Subsidiary Borrower Borrowers by virtue of any payment, court order order, or any Federal or state law.

Effect of Debtor Relief Laws. If after receipt of any payment of all or any part of the Subsidiary Borrower Guaranteed Obligations, the Administrative Agent, any the Issuing Bank or any Lender is for any reason compelled to surrender or voluntarily surrenders, such payment to any Person (a) because such payment is or may be avoided, invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, fraudulent conveyance, fraudulent transfer, impermissible set-off or a diversion of trust funds or (b) for any other reason, including (i) any judgment, decree or order of any court or administrative body having jurisdiction over the Administrative Agent, any the Issuing Bank, any Lender or any of their respective properties or (ii) any settlement or compromise of any such claim effected by the Administrative Agent, any the Issuing Bank or any Lender with any such claimant (including the Subsidiary Borrower), then the Subsidiary Borrower Guaranteed Obligations or part thereof intended to be satisfied shall be reinstated and continue, and this Company Guaranty shall continue in full force as if such payment had have not been received, notwithstanding any revocation thereof or the cancellation of any instrument evidencing any of the Subsidiary Borrower Guaranteed Obligations or otherwise; and the Company shall be liable to pay the Administrative Agent, the Issuing Banks Bank and the Lenders, and hereby does do indemnify the Administrative Agent, the Issuing Banks Bank and the Lenders and holds hold them harmless for the amount of such payment so surrendered and all reasonable expenses (including reasonable attorneys’ ' fees, court costs and expenses attributable thereto) incurred by the Administrative Agent, any the Issuing Bank or any Lender in the defense of any claim made against it that any payment received by the Administrative Agent, any the Issuing Bank or any Lender in respect of all or part of the Subsidiary Borrower Guaranteed Obligations must be surrendered. The provisions of this paragraph shall survive the termination of this Company Guaranty, and any satisfaction and discharge of the Subsidiary Borrower by virtue of any payment, court order or any Federal or state law.

Effect of Debtor Relief Laws. If after receipt of any ---------------------------- payment of, or proceeds of any security applied (or intended to be applied) to the payment of all or any part of the Guaranteed Obligations, the Administrative Agent, any Issuing Bank Agent or any Lender is for any reason compelled to surrender or voluntarily surrenderssurrenders (under circumstances in which it believes it could reasonably be expected to be so compelled if it did not voluntarily surrender), such payment or proceeds to any Person (a) because such payment or application of proceeds is or may be avoided, invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, fraudulent conveyance, fraudulent transfer, impermissible set-off setoff or a diversion of trust funds or (b) for any other similar reason, including (i) any judgment, decree or order of any court or administrative body having jurisdiction over the Administrative Agent, any Issuing Bank, any Lender or any of their respective properties or (ii) any settlement or compromise of any such claim effected by the Administrative Agent, any Issuing Bank Agent or any Lender with any such claimant (including the Subsidiary Borrower), then the Guaranteed Obligations or part thereof intended to be satisfied shall be reinstated and continue, and this Guaranty shall continue in full force as if such payment had or proceeds have not been received, notwithstanding any revocation thereof or the cancellation of any Note or any other instrument evidencing any of the Guaranteed Obligations or otherwise; and the Company Guarantors, jointly and severally, shall be liable to pay the Administrative Agent, the Issuing Banks Agent and the Lenders, and hereby does do indemnify the Administrative Agent, the Issuing Banks Agent and the Lenders and holds hold them harmless for the amount of such payment or proceeds so surrendered and all reasonable expenses (including reasonable attorneys’ ' fees, court costs and expenses attributable thereto) incurred by the Administrative Agent, any Issuing Bank Agent or any Lender in the defense of any claim made against it that any payment or proceeds received by the Administrative Agent, any Issuing Bank Agent or any Lender in respect of all or part of the Guaranteed Obligations must be surrendered. The provisions of this paragraph shall survive the termination of this Guaranty, and any satisfaction and discharge of the Subsidiary Borrower by virtue of any payment, court order or any Federal federal or state law.

Effect of Debtor Relief Laws. If after receipt of any payment of, or proceeds of any security applied (or intended to be applied) to the payment of all or any part of of, the Guaranteed Obligations, the Administrative Agent, any Issuing Bank Agent or any Lender is for any reason compelled to surrender or voluntarily surrenderssurrenders (under circumstances in which it believes it could reasonably be expected to be so compelled if it did not voluntarily surrender), such payment or proceeds to any Person (a) because such payment or application of proceeds is or may be avoided, invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, fraudulent conveyance, fraudulent transfer, impermissible set-off or a diversion of trust funds or (b) for any other similar reason, including (i) any judgment, decree or order of any court or administrative body having jurisdiction over the Administrative Agent, any Issuing Bank, any Lender or any of their respective properties or (ii) any settlement or compromise of any such claim effected by the Administrative Agent, any Issuing Bank Agent or any Lender with any such claimant (including the Subsidiary either Borrower), then the Guaranteed Obligations or part thereof intended to be satisfied shall be reinstated and continue, and this Guaranty guaranty shall continue in full force as if such payment or proceeds had not been received, notwithstanding any revocation thereof or the cancellation of any other instrument evidencing any of the Guaranteed Obligations or otherwise; and the Company Guarantors, jointly and severally, shall be liable to pay the Administrative Agent, the Issuing Banks Agent and the Lenders, and hereby does do indemnify the Administrative Agent, the Issuing Banks Agent and the Lenders and holds hold them harmless for for, the amount of such payment or proceeds so surrendered and all reasonable expenses (including reasonable attorneys’ ' fees, court costs and expenses attributable thereto) incurred by the Administrative Agent, any Issuing Bank Agent or any Lender in the defense of any claim made against it any of them that any payment or proceeds received by the Administrative Agent, any Issuing Bank Agent or any Lender in respect of all or part of the Guaranteed Obligations must be surrendered. The provisions of this paragraph shall survive the termination of this Guarantyguaranty, and any satisfaction and discharge of the Subsidiary Borrower Borrowers by virtue of any payment, court order or any Federal federal or state law.

Effect of Debtor Relief Laws. If after receipt of any payment of, or proceeds of any security applied (or intended to be applied) to the payment of all or any part of the Guaranteed Obligations, the Administrative Agent, any the Issuing Bank or any Lender is for any reason compelled to surrender or voluntarily surrenders, such payment or proceeds to any Person (a) because such payment or application of proceeds is or may be avoided, invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, fraudulent conveyance, fraudulent transfer, impermissible set-off or a diversion of trust funds or (b) for any other reason, including (i) any judgment, decree or order of any court or administrative body having jurisdiction over the Administrative Agent, any the Issuing Bank, any Lender or any of their respective properties or (ii) any settlement or compromise of any such claim effected by the Administrative Agent, any the Issuing Bank or any Lender with any such claimant (including the Subsidiary BorrowerBorrower or any other Guarantor), then the Guaranteed Obligations or any part thereof intended to be satisfied shall be reinstated and continue, and this Guaranty shall continue in full force as if such payment or proceeds had not been received, notwithstanding any revocation thereof or the cancellation of any instrument evidencing any of the Guaranteed Obligations or otherwise; and the Company WIL-Switzerland shall be liable to pay the Administrative Agent, the Issuing Banks Bank and the Lenders, and hereby does indemnify the Administrative Agent, the Issuing Banks Bank and the Lenders and holds hold them harmless for the amount of such payment or proceeds so surrendered and all reasonable expenses (including reasonable attorneys’ fees, court costs and expenses attributable thereto) incurred by the Administrative Agent, any the Issuing Bank or any such Lender in the defense of any claim made against it that any payment or proceeds received by the Administrative Agent, any the Issuing Bank or any such Lender in respect of all or part of the Guaranteed Obligations must be surrendered. The provisions of this paragraph shall survive the termination of this Guaranty, Guaranty and any satisfaction and discharge of the Subsidiary Borrower by virtue of any payment, court order order, or any Federal or state law.

Effect of Debtor Relief Laws. If after receipt of any payment of all or any part of the Guaranteed Obligations, the Administrative Agent, any Issuing Bank or any Lender is for any reason compelled to surrender or voluntarily surrenders, such payment to any Person (a) because such payment is or may be avoided, invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, fraudulent conveyance, fraudulent transfer, impermissible set-off or a diversion of trust funds or (b) for any other reason, including (i) any judgment, decree or order of any court or administrative body having jurisdiction over the Administrative Agent, any Issuing Bank, any Lender or any of their respective properties or (ii) any settlement or compromise of any such claim effected by the Administrative Agent, any Issuing Bank or any Lender with any such claimant (including the Subsidiary BorrowerMEP), then the Guaranteed Obligations or part thereof intended to be satisfied shall be reinstated and continue, and this Guaranty shall continue in full force as if such payment had not been received, notwithstanding any revocation thereof or the cancellation of any instrument evidencing any of the Guaranteed Obligations or otherwise; and the Company Guarantor shall be liable to pay the Administrative Agent, the each Issuing Banks Bank and the Lenders, and hereby does indemnify the Administrative Agent, the each Issuing Banks Bank and the Lenders and holds them harmless for the amount of such payment so surrendered and all reasonable expenses (including reasonable attorneys’ fees, court costs and expenses attributable thereto) incurred by the Administrative Agent, any Issuing Bank or any Lender in the defense of any claim made against it that any 2008 ETP MEP Guaranty Agreement payment received by the Administrative Agent, any Issuing Bank or any Lender in respect of all or part of the Guaranteed Obligations must be surrendered. The provisions of this paragraph Section 2.06 shall survive the termination of this GuarantyAgreement, and any satisfaction and discharge of the Subsidiary Borrower MEP by virtue of any payment, court order or any Federal or state law.

Effect of Debtor Relief Laws. If after receipt of any payment of, or proceeds of any security applied (or intended to be applied) to the payment of all or any part of the Guaranteed ObligationsAmount, the Administrative Agent, any Issuing Bank Agent or any Lender Bank is for any reason compelled to surrender or voluntarily surrenders, such payment or proceeds to any Person Person, (a) because such payment or application of proceeds is or may be avoided, invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, fraudulent conveyance, fraudulent transfer, impermissible set-off or a diversion of trust funds funds; or (b) for any other reason, including without limitation (i) any judgment, decree or order of any court or administrative body having jurisdiction over the Administrative Agent, any Issuing Bank, any Lender Agent or any of their respective properties Bank or its properties, or (ii) any settlement or compromise of any such claim effected by the Administrative Agent, any Issuing Bank or any Lender with any such claimant (including the Subsidiary BorrowerCompany), then the Guaranteed Obligations Amount or part thereof intended to be satisfied shall be reinstated and continue, continue and this Guaranty shall continue in full force as if such payment had or proceeds have not been received, notwithstanding any revocation thereof or the cancellation of the Notes or any other instrument evidencing any of the Guaranteed Obligations Amount or otherwise; and the Company each Guarantor shall be liable to pay the Administrative Agent, the Issuing Banks and the Lenderssuch Bank, and hereby does indemnify the Administrative Agentindemnify, the Issuing Banks jointly and the Lenders severally, said Bank and holds them hold it harmless for for, the amount of such payment or proceeds so surrendered and all reasonable expenses (including reasonable attorneys’ ' fees, court costs and expenses attributable thereto) incurred by the Administrative Agent, any Issuing such Bank or any Lender in the defense of any claim made against it that any payment or proceeds received by the Administrative Agent, any Issuing Bank or any Lender in respect of all or part of the Guaranteed Obligations Amount must be surrendered. The provisions of this paragraph shall survive the termination of this Guaranty, and any satisfaction and discharge of the Subsidiary Borrower Company by virtue of any payment, court order or any Federal federal or state law.

Effect of Debtor Relief Laws. If IF after receipt of any payment of, or ws proceeds of any security applied (or intended to be applied) to the payment of all or any part of the Subsidiary Borrower Guaranteed Obligations, the Administrative Agent, any the Issuing Bank or any Lender is for any reason compelled to surrender or voluntarily surrenders, such payment or proceeds to any Person (a) because such payment or application of proceeds is or may be avoided, invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, fraudulent conveyance, fraudulent transfer, impermissible set-off or a diversion of trust funds or (b) for any other reason, including (i) any judgment, decree or order of any court or administrative body having jurisdiction over the Administrative Agent, any the Issuing Bank, any Lender or any of their respective properties or (ii) any settlement or compromise of any such claim effected by the Administrative Agent, any the Issuing Bank or any Lender with any such claimant (including the Subsidiary Borrower), then the Subsidiary Borrower Guaranteed Obligations or part thereof intended to be satisfied shall be reinstated and continue, and this Company Guaranty shall continue in full force as if such payment had or proceeds have not been received, notwithstanding any revocation thereof or the cancellation of any instrument evidencing any of the Subsidiary Borrower Guaranteed Obligations or otherwise; and the Company shall be liable to pay the Administrative Agent, the Issuing Banks Bank and the Lenders, and hereby does do indemnify the Administrative Agent, the Issuing Banks Bank and the Lenders and holds hold them harmless for the amount of such payment or proceeds so surrendered and all reasonable expenses (including reasonable attorneys’ ' fees, court costs and expenses attributable thereto) incurred by the Administrative Agent, any the Issuing Bank or any Lender in the defense of any claim made against it that any payment or proceeds received by the Administrative Agent, any the Issuing Bank or any Lender in respect of all or part of the Subsidiary Borrower Guaranteed Obligations must be surrendered. The provisions of this paragraph shall survive the termination of this Company Guaranty, and any satisfaction and discharge of the Subsidiary Borrower by virtue of any payment, court order or any Federal or state law.

Effect of Debtor Relief Laws. If after receipt of any payment of, or proceeds of any security applied (or intended to be applied) to the payment of all or any part of the Obligations or the Guaranteed Obligations, the Administrative Agent, any Issuing Bank Agent or any Lender is for any reason compelled to surrender or voluntarily surrenders, such payment or proceeds to any Person (a) because such payment or application of proceeds is or may be avoided, invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, fraudulent conveyance, fraudulent transfer, impermissible set-off or a diversion of trust funds or (b) for any other reason, including (i) any judgment, decree or order of any court or administrative body having jurisdiction over the Administrative Agent, any Issuing Bank, any Lender or any of their respective properties or (ii) any settlement or compromise of any such claim effected by the Administrative Agent, any Issuing Bank Agent or any Lender with any such claimant (including the Subsidiary Borrower), then the Obligations, the Guaranteed Obligations or part thereof intended to be satisfied shall be reinstated and continue, and this Guaranty shall continue in full force as if such payment or proceeds had not been received, notwithstanding any revocation thereof or the cancellation of any Note or any other instrument evidencing any of the Obligations or Guaranteed Obligations or otherwise; and the Company Guarantors, jointly and severally, shall be liable to pay the Administrative Agent, the Issuing Banks Agent and the Lenders, and hereby does do indemnify the Administrative Agent, the Issuing Banks Agent and the Lenders and holds hold them harmless for the amount of such payment or proceeds so surrendered and all reasonable expenses (including reasonable attorneys’ ' fees, court costs and expenses attributable thereto) incurred by the Administrative Agent, any Issuing Bank Agent or any Lender in the defense of any claim made against it that any payment or proceeds received by the Administrative Agent, any Issuing Bank Agent or any Lender in respect of all or part of the Obligations or the Guaranteed Obligations must be surrendered; provided that, the Guarantors shall not indemnify or hold harmless the Administrative Agent or any Lender for any payments, claims or expenses arising from the Administrative Agent's or a Lender's gross negligence, willful misconduct or violation of law. The provisions of this paragraph shall survive the termination of this Guaranty, and any satisfaction and discharge of the Subsidiary Borrower by virtue of any payment, court order or any Federal federal or state law.. 1.2 1.3

Effect of Debtor Relief Laws. If after receipt of any payment of, or proceeds of any security applied (or intended to be applied) to the payment of all or any part of the Guaranteed Obligations, the Administrative Agent, any Issuing Bank Agent or any Lender Bank is for any reason compelled to surrender or voluntarily surrenders, such payment or proceeds to any Person (a) because such payment or application of proceeds is or may be avoided, invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, fraudulent conveyance, fraudulent transfer, impermissible set-off or a diversion of trust funds or (b) for any other reason, including (i) any judgment, decree or order of any court or administrative body having jurisdiction over the Administrative Agent, any Issuing Bank, any Lender Bank or any of their respective properties or (ii) any settlement or compromise of any such claim effected by the Administrative Agent, any Issuing Bank Agent or any Lender Bank with any such claimant (including the Subsidiary BorrowerCompany), then the Guaranteed Obligations or part thereof intended to be satisfied shall be reinstated and continue, and this Guaranty shall continue in full force as if such payment had or proceeds have not been received, notwithstanding any revocation thereof or the cancellation of any Note or any other instrument evidencing any of the Guaranteed Obligations or otherwise; and the Company Guarantors, jointly and severally, shall be liable to pay the Administrative Agent, the Issuing Banks Agent and the LendersBanks, and hereby does do indemnify the Administrative Agent, Agent and the Issuing Banks and the Lenders and holds hold them harmless for the amount of such payment or proceeds so surrendered and all reasonable expenses (including reasonable attorneys’ ' fees, court costs and expenses attributable thereto) incurred by the Administrative Agent, any Issuing Bank Agent or any Lender Bank in the defense of any claim made against it that any payment or proceeds received by the Administrative Agent, any Issuing Bank Agent or any Lender Bank in respect of all or part of the Guaranteed Obligations must be surrendered. The provisions of this paragraph shall survive the termination of this Guaranty, and any satisfaction and discharge of the Subsidiary Borrower Company by virtue of any payment, court order or any Federal federal or state law.

Effect of Debtor Relief Laws. If after receipt of any payment of, or proceeds of any security applied (or intended to be applied) to the payment of all or any part of the Guaranteed Obligations, the Administrative Agent, any Issuing Bank Agent or any Lender is for any reason compelled to surrender or voluntarily surrenders, such payment or proceeds to any Person (a) because such payment or application of proceeds is or may be avoided, invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, fraudulent conveyance, fraudulent transfer, impermissible set-off or a diversion of trust funds or (b) for any other reason, including (i) any judgment, decree or order of any court or administrative body having jurisdiction over the Administrative Agent, any the Issuing Bank, any Lender or any of their respective properties or (ii) any settlement or compromise of any such claim effected by the Administrative Agent, any Issuing Bank Agent or any Lender with any such claimant (including the Subsidiary Borrower), then the Guaranteed Obligations or any part thereof intended to be satisfied shall be reinstated and continue, and this Guaranty shall continue in full force as if such payment had or proceeds have not been received, notwithstanding any revocation thereof or the cancellation of any instrument evidencing any of the Guaranteed Obligations or otherwise; and the Company Guarantor shall be liable to pay the Administrative Agent, the Issuing Banks Bank and the Lenders, and hereby does indemnify the Administrative Agent, the Issuing Banks Bank and the Lenders and holds hold them harmless for the amount of such payment or proceeds so surrendered and all reasonable expenses (including reasonable attorneys’ ' fees, court costs and 61 expenses attributable thereto) incurred by the Administrative Agent, any the Issuing Bank or any such Lender in the defense of any claim made against it that any payment or proceeds received by the Administrative Agent, any the Issuing Bank or any such Lender in respect of all or part of the Guaranteed Obligations must be surrendered. The provisions of this paragraph shall survive the termination of this Guaranty, Guaranty and any satisfaction and discharge of the Subsidiary Borrower by virtue of any payment, court order order, or any Federal or state law.

Effect of Debtor Relief Laws. If after receipt of any payment of, or proceeds of any security applied (or intended to be applied) to the payment of all or any part of the Guaranteed Obligations, the Administrative either Agent, any Issuing Bank the applicable Issuer or any Lender is for any reason compelled to surrender or voluntarily surrenders, such payment or proceeds to any Person (a) because such payment or application of proceeds is or may be avoided, invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, fraudulent conveyance, fraudulent transfer, impermissible set-off or a diversion of trust funds or (b) for any other reason, including (i) any judgment, decree or order of any court or administrative body having jurisdiction over the Administrative either Agent, any Issuing Bankthe applicable Issuer, any Lender or any of their respective properties or (ii) any settlement or compromise of any such claim effected by the Administrative either Agent, the Issuer of any Issuing Bank Letters of Credit or any Lender with any such claimant (including any of the Subsidiary BorrowerBorrowers), then the Guaranteed Obligations or part thereof intended to be satisfied shall be reinstated and continue, and this Guaranty shall continue in full force as if such payment had or proceeds have not been received, notwithstanding any revocation thereof or the cancellation of any instrument evidencing any of the Guaranteed Obligations or otherwise; and the Company each Guarantor shall be liable to pay the Administrative AgentAgents, the Issuing Banks Issuer of any Letters of Credit and the Lenders, and hereby does do indemnify the Administrative AgentAgents, the Issuing Banks Issuer of any Letters of Credit and the Lenders and holds hold them harmless for the amount of such payment or proceeds so surrendered and all reasonable expenses (including reasonable attorneys’ ' fees, court costs and expenses attributable thereto) incurred by the Administrative either Agent, any Issuing Bank such Issuer or any such Lender in the defense of any claim made against it that any payment or proceeds received by the Administrative such Agent, any Issuing Bank such Issuer or any such Lender in respect of all or part of the Guaranteed Obligations must be surrendered. The provisions of this paragraph shall survive the termination of this Guaranty, and any satisfaction and discharge of the Subsidiary any Borrower by virtue of any payment, court order or any Federal or state law.

Effect of Debtor Relief Laws. If after receipt of any payment of, or proceeds of any security applied (or intended to be applied) to the payment of all or any part of of, the Guaranteed Obligations, the Administrative Agent, any Issuing Bank Agent or any Lender is for any reason compelled to surrender or voluntarily surrenderssurrenders (under circumstances in which it believes it could reasonably be expected to be so compelled if it did not voluntarily surrender), such payment or proceeds to any Person (a) because such payment or application of proceeds is or may be avoided, invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, fraudulent conveyance, fraudulent transfer, impermissible set-off or a diversion of trust funds or (b) for any other similar reason, including (i) any judgment, decree or order of any court or administrative body having jurisdiction over the Administrative Agent, any Issuing Bank, any Lender or any of their respective properties or (ii) any settlement or compromise of any such claim effected by the Administrative Agent, any Issuing Bank Agent or any Lender with any such claimant (including the Subsidiary either Borrower), then the Guaranteed Obligations or part thereof intended to be satisfied shall be reinstated and continue, and this Guaranty guaranty shall continue in full force as if such payment or proceeds had not been received, notwithstanding any revocation thereof or the cancellation of any other instrument evidencing any of the Guaranteed Obligations or otherwise; and the Company Guarantors, jointly and severally, shall be liable to pay the Administrative Agent, the Issuing Banks Agent and the Lenders, and hereby does do indemnify the Administrative Agent, the Issuing Banks Agent and the Lenders and holds hold them harmless for for, the amount of such payment or proceeds so surrendered and all reasonable documented expenses (including reasonable attorneys’ fees, court costs and expenses attributable thereto) incurred by the Administrative Agent, any Issuing Bank Agent or any Lender in the defense of any claim made against it any of them that any payment or proceeds received by the Administrative Agent, any Issuing Bank Agent or any Lender in respect of all or part of the Guaranteed Obligations must be surrendered. The provisions of this paragraph shall survive the termination of this Guarantyguaranty, and any satisfaction and discharge of the Subsidiary Borrower Borrowers by virtue of any payment, court order or any Federal federal or state law.

Effect of Debtor Relief Laws. If after receipt of any payment of, or ws proceeds of any security applied (or intended to be applied) to the payment of all or any part of the Borrower Guaranteed Obligations, the Administrative Agent, any the Issuing Bank or any Lender is for any reason compelled to surrender or voluntarily surrenders, such payment or proceeds to any Person (a) because such payment or application of proceeds is or may be avoided, invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, fraudulent conveyance, fraudulent transfer, impermissible set-off or a diversion of trust funds or (b) for any other reason, including (i) any judgment, decree or order of any court or administrative body having jurisdiction over the Administrative Agent, any the Issuing Bank, any Lender or any of their respective properties or (ii) any settlement or compromise of any such claim effected by the Administrative Agent, any the Issuing Bank or any Lender with any such claimant (including the Subsidiary BorrowerCompany), then the Borrower Guaranteed Obligations or part thereof intended to be satisfied shall be reinstated and continue, and this Subsidiary Guarantors Guaranty shall continue in full force as if such payment had or proceeds have not been received, notwithstanding any revocation thereof or the cancellation of any Note or any other instrument evidencing any of the Borrower Guaranteed Obligations or otherwise; and the Company Subsidiary Guarantors, jointly and severally, shall be liable to pay the Administrative Agent, the Issuing Banks Bank and the Lenders, and hereby does do indemnify the Administrative Agent, the Issuing Banks Bank and the Lenders and holds hold them harmless for the amount of such payment or proceeds so surrendered and all reasonable expenses (including reasonable attorneys’ ' fees, court costs and expenses attributable thereto) incurred by the Administrative Agent, any the Issuing Bank or any Lender in the defense of any claim made against it that any payment or proceeds received by the Administrative Agent, any the Issuing Bank or any Lender in respect of all or part of the Borrower Guaranteed Obligations must be surrendered. The provisions of this paragraph shall survive the termination of this Subsidiary Guarantors Guaranty, and any satisfaction and discharge of the Subsidiary Borrower Company by virtue of any payment, court order or any Federal or state law.