Common use of Guarantee of Performance Clause in Contracts

Guarantee of Performance. The Parent, as the Guarantor, hereby absolutely, irrevocably and unconditionally guarantees the full and complete performance of all obligations of the Counterparty to the Dealer under Section 2 (regarding Extraordinary Events) and Section 8(d), and the Counterparty’s indemnification obligations to the Dealer pursuant to Section 8(e) of the Amended Confirmation to the same extent as if the Parent were the Buyer (as defined in the Amended Confirmation) thereunder. The Guarantor’s obligations hereunder shall remain in full force and effect until this Guarantee shall have been fully and completely performed. If at any time any performance of this Guarantee is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Guarantor, the Counterparty or otherwise, the Guarantor’s obligations hereunder with respect to such performance shall be reinstated as though such performance had been due but not made at such time. The parties agree that in connection with the performance of its obligations hereunder, the Guarantor shall be entitled to all rights of the Buyer under the Amended Confirmation.