Common use of No Release of Guarantor Clause in Contracts

No Release of Guarantor. Each Guarantor’s obligations and liabilities under this Agreement shall not be released, impaired, reduced or otherwise affected by, and shall continue in full force and effect, notwithstanding the occurrence of any event, including without limitation any one or more of the following events: (a) Death, insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of authority (whether corporate, partnership or trust) of Borrower (or any person acting on Borrower’s behalf), or any other Guarantor, surety or endorser of any of Borrower’s Secured Liabilities; (b) Partial payment or payments of any amount due and/or outstanding under any of Borrower’s Secured Liabilities (except to the extent that any payments by Guarantor under this Agreement or by Borrower reduce the Secured Liabilities); (c) Any payment by Borrower or any other party to any Secured Party is held to constitute a preferential transfer or a fraudulent conveyance under any applicable law, or for any reason, any Secured Party is required to refund such payment or pay such amount to Borrower or to any other person; (d) Any dissolution of Borrower or any sale, lease or transfer of all or any part of Borrower’s assets; (e) Any failure of any Secured Party to notify Guarantor of the acceptance of this Agreement or of the making of loans or other extensions of credit in reliance on this Agreement or of the failure of Borrower to make any payment due by Borrower to any Secured Party; (f) Any “one action” or “anti-deficiency” law or any other law which may prevent any Secured Party from bringing any action, including a claim for deficiency, against Guarantor, before or after Secured Party’s commencement or completion of any foreclosure action, or any action in lieu of foreclosure; and/or (g) Any election of remedies by any Secured Party that may destroy or impair Guarantor’s subrogation rights or Guarantor’s right to proceed for reimbursement against Borrower or any other guarantor, surety or endorser of any of Borrower’s Secured Liabilities, including without limitation any loss of rights Guarantor may suffer by reason of any law limiting, qualifying or discharging Borrower’s Secured Liabilities. This Agreement and Guarantor’s obligations and liabilities hereunder shall continue to be effective, and/or shall automatically and retroactively be reinstated if a release or discharge has occurred, as the case may be, if at any time any payment or part thereof to any Secured Party with respect to any of Borrower’s Secured Liabilities is rescinded or must otherwise be restored by such Secured Party pursuant to any insolvency, bankruptcy, reorganization, receivership, or any other debt relief granted to Borrower or to any other party. In the event that any Secured Party must rescind or restore any payment received by such Secured Party in satisfaction of Borrower’s Secured Liabilities, any prior release or discharge from the terms of this Agreement given to any Guarantor shall be without effect, and this Agreement and Guarantor’s obligations and liabilities hereunder shall automatically be renewed or reinstated and shall remain in full force and effect to the same degree and extent as if such a release or discharge was never granted. It is the intention of Secured Parties and Guarantor that Guarantor’s obligations and liabilities hereunder shall not be discharged except by Guarantor’s full and complete performance of such obligations and liabilities and then only to the extent of such performance.

No Release of Guarantor. Each Guarantor’s 's obligations and liabilities -------------------------------------- under this Agreement Guaranty shall not be released, impaired, reduced or otherwise affected by, and shall continue in full force and effect, notwithstanding the occurrence of any event, including without limitation any one or more of the following events: : (a) Deathdeath, insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of authority (whether corporate, partnership or trust) of Borrower Obligor (or any person acting on Borrower’s Obligor's behalf), ) or any Other Obligor or any other Guarantordefense based on or arising out of the lack of validity or unenforceability of the indebtedness or any agreement or instrument relating thereto or any provisions thereof and/or Obligor's absence or cessation of liability thereunder for any reason, surety including without limitation, Caterpillar Financial's failure to preserve any right or endorser of any of Borrower’s Secured Liabilities; remedy against Obligor; (b) Partial any change in Obligor's financial condition; (c) partial payment or payments of any amount due and/or outstanding under Obligor's Indebtedness; (d) any of Borrower’s Secured Liabilities change in Obligor's management, ownership, identity or business or organizational structure; (except to the extent that e) any payments by Guarantor under this Agreement or by Borrower reduce the Secured Liabilities); (c) Any payment by Borrower Obligor or any other party to any Secured Party Caterpillar Financial that is held to constitute a preferential transfer or a fraudulent conveyance under any applicable law, or for any reason, any Secured Party Caterpillar Financial is required to refund fund such payment or pay such amount to Borrower Obligor or to any other person; ; (df) Any dissolution of Borrower or any sale, lease or transfer of transfer, whether or not commercially reasonable, or all or any part of Borrower’s assets; Obligor's assets and/or any assignment, transfer or delegation of Obligor's indebtedness to any third party (ewhereby this Guaranty shall continue to extend to all sums due from or for the account of Obligor and/or the new or substituted legal entity); (g) Any any failure to perfect any lien or security interest securing the indebtedness or preserve any right, priority or remedy against any Equipment; (h) any interruption, change or cessation of relations between Guarantor and Obligor; (i) any defect in, damage to, destruction of or loss of or interference with possession or use of any Secured Party to notify Guarantor of the acceptance of this Agreement or of the making of loans or other extensions of credit in reliance on this Agreement or of the failure of Borrower to make Equipment for any payment due reason by Borrower to any Secured Party; (f) Any “one action” or “anti-deficiency” law Obligor or any other law person; (j) any act or omission by Caterpillar Financial which may prevent any Secured Party from bringing any action, including a claim for deficiency, against increases the scope of Guarantor, before or after Secured Party’s commencement or completion of any foreclosure action, or any action in lieu of foreclosure; and/or (g) Any election of remedies by any Secured Party that may destroy or impair Guarantor’s subrogation rights or Guarantor’s right to proceed for reimbursement against Borrower or any other guarantor, surety or endorser of any of Borrower’s Secured Liabilities's risk, including without limitation any loss limitation, negligent administration of rights Guarantor may suffer by reason of any law limiting, qualifying or discharging Borrower’s Secured Liabilities. This Agreement and Guarantor’s obligations and liabilities hereunder shall continue to be effectivetransactions with Obligor, and/or shall automatically and retroactively be reinstated if (k) any other occurrence or circumstance whatsoever, whether similar or dissimilar to the foregoing, which might otherwise constitute a legal or equitable discharge, release or discharge has occurred, as the case may be, if at any time any payment defense of a guarantor or part thereof to any Secured Party with respect to any of Borrower’s Secured Liabilities is rescinded surety or must which might otherwise be restored by such Secured Party pursuant to any insolvency, bankruptcy, reorganization, receivership, or any other debt relief granted to Borrower or to any other party. In the event that any Secured Party must rescind or restore any payment received by such Secured Party in satisfaction of Borrower’s Secured Liabilities, any prior release or discharge from the terms of this Agreement given to any Guarantor shall be without effect, and this Agreement and limit recourse against Guarantor’s obligations and liabilities hereunder shall automatically be renewed or reinstated and shall remain in full force and effect to the same degree and extent as if such a release or discharge was never granted. It is the intention of Secured Parties and Guarantor that Guarantor’s obligations and liabilities hereunder shall not be discharged except by Guarantor’s full and complete performance of such obligations and liabilities and then only to the extent of such performance.

No Release of Guarantor. Each Guarantor’s 's obligations and liabilities under this Agreement Guaranty shall not be released, impaired, reduced or otherwise affected by, and shall continue in full force and effect, notwithstanding the occurrence of any event, including without limitation any one or more of the following events: (aA) Death, insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of authority (whether corporate, partnership or trust) of Borrower (or any person acting on Borrower’s 's behalf), or any other Guarantorguarantor, surety or endorser of any of Borrower’s Secured Liabilities's Indebtedness; (bB) Partial payment or payments of any amount due and/or outstanding under any of Borrower’s Secured Liabilities (except to the extent that any payments by Guarantor under this Agreement or by Borrower reduce the Secured Liabilities)'s Indebtedness; (cC) Any payment by Borrower or any other party to any Secured Party Bank is held to constitute a preferential transfer or a fraudulent conveyance under any applicable law, or for any reason, any Secured Party Bank is required to refund fund such payment or pay such amount to Borrower or to any other person; (dD) Any dissolution of Borrower or any sale, lease or transfer of all or any part of Borrower’s 's assets;; and/or (eE) Any failure of any Secured Party Bank to notify Guarantor of the acceptance of this Agreement or of the making of loans or other extensions of credit in reliance on this Agreement Guaranty or of the failure of Borrower to make any payment due by Borrower to any Secured Party; (f) Any “one action” or “anti-deficiency” law or any other law which may prevent any Secured Party from bringing any action, including a claim for deficiency, against Guarantor, before or after Secured Party’s commencement or completion of any foreclosure action, or any action in lieu of foreclosure; and/or (g) Any election of remedies by any Secured Party that may destroy or impair Guarantor’s subrogation rights or Guarantor’s right to proceed for reimbursement against Borrower or any other guarantor, surety or endorser of any of Borrower’s Secured Liabilities, including without limitation any loss of rights Guarantor may suffer by reason of any law limiting, qualifying or discharging Borrower’s Secured LiabilitiesBank. This Agreement Guaranty and Guarantor’s 's obligations and liabilities hereunder shall continue to be effective, and/or shall automatically and retroactively be reinstated if a release or discharge has occurred, as the case may be, if at any time any payment or part thereof to any Secured Party Bank with respect to any of Borrower’s Secured Liabilities 's Indebtedness is rescinded or must otherwise be restored by such Secured Party Bank pursuant to any insolvency, bankruptcy, reorganization, receivership, or any other debt relief granted to Borrower or to any other party. In the event that any Secured Party Bank must rescind or restore any payment received by such Secured Party Bank in satisfaction of Borrower’s Secured Liabilities's Indebtedness, any prior release or discharge from the terms of this Agreement Guaranty given to any Guarantor shall be without effect, and this Agreement Guaranty and Guarantor’s 's obligations and liabilities hereunder shall automatically be renewed or reinstated and shall remain in full force and effect to the same degree and extent as if such a release or discharge was never granted. It is the intention of Secured Parties Bank and Guarantor that Guarantor’s 's obligations and liabilities hereunder shall not be discharged except by Guarantor’s 's full and complete performance of such obligations and liabilities and then only to the extent of such performance.

No Release of Guarantor. Each Guarantor’s obligations and liabilities under this Agreement Guaranty shall not be released, impaired, reduced or otherwise affected by, and shall continue in full force and effect, effect notwithstanding the occurrence of any event, including without limitation any one or more of the following events: events (a) Death, insolvency, insolvency bankruptcy, arrangement, adjustment, composition, liquidation, disability, liquidation dissolution or lack of authority (whether corporate, partnership or trust) of Borrower Obligor (or any person acting on BorrowerObligor’s behalf), ) or any Other Obligor or any other Guarantordefense based on or arising out of the lack of validity or unenforceability of the indebtedness or any agreement or instrument relating thereto or any provisions thereof and/or Obligor’s absence or cessation of liability thereunder for any reason, surety including, without limitation, Caterpillar Financial’s failure to preserve any right or endorser of any of Borrower’s Secured Liabilities; remedy against Obligor, (b) Partial any change in Obligor’s financial condition; (c) partial payment or payments of any amount due and/or outstanding under Obligor’s indebtedness; (d) any change in Obligor’s management, ownership, identity or business or organizational structure; (e) the execution of Borrower’s Secured Liabilities (except this Guaranty prior to, concurrent with or subsequent to the extent that execution of the Contract; (f) any payments by Guarantor under this Agreement or by Borrower reduce the Secured Liabilities); (c) Any payment by Borrower Obligor or any other party to any Secured Party Caterpillar Financial that is held to constitute a preferential transfer or a fraudulent conveyance under any applicable law, or for any reason, any Secured Party Caterpillar Financial is required to refund fund such payment or pay such amount to Borrower Obligor or to any other person; ; (dg) Any dissolution of Borrower or any sale, lease or transfer of all or any part of BorrowerObligor’s assets; assets and/or any assignment, transfer or delegation of Obligor’s indebtedness to any third party made in accordance with the Agreement (ewhereby this Guaranty shall continue to extend to all sums due from or for the account of Obligor and/or the new or substituted legal entity), (h) Any any failure to perfect any lien or security interest securing the indebtedness or preserve any right, priority or remedy against any Equipment; (i) any interruption change or cessation of relations between Guarantor and Obligor (j) any defect in, damage to, destruction of or loss of or interference with possession or use of any Secured Party to notify Guarantor of the acceptance of this Agreement or of the making of loans or other extensions of credit in reliance on this Agreement or of the failure of Borrower to make Equipment for any payment due reason by Borrower to any Secured Party; (f) Any “one action” or “anti-deficiency” law Obligor or any other law person (k) any act or omission by Caterpillar Financial which may prevent any Secured Party from bringing any action, including a claim for deficiency, against Guarantor, before or after Secured Party’s commencement or completion increases the scope of any foreclosure action, or any action in lieu of foreclosure; and/or (g) Any election of remedies by any Secured Party that may destroy or impair Guarantor’s subrogation rights or Guarantor’s right to proceed for reimbursement against Borrower or any other guarantor, surety or endorser of any of Borrower’s Secured Liabilitiesrisk, including without limitation any loss limitation, negligent administration of rights Guarantor may suffer by reason of any law limiting, qualifying or discharging Borrower’s Secured Liabilities. This Agreement and Guarantor’s obligations and liabilities hereunder shall continue to be effective, and/or shall automatically and retroactively be reinstated if a release or discharge has occurred, as the case may be, if at any time any payment or part thereof to any Secured Party transactions with respect to any of Borrower’s Secured Liabilities is rescinded or must otherwise be restored by such Secured Party pursuant to any insolvency, bankruptcy, reorganization, receivership, or any other debt relief granted to Borrower or to any other party. In the event that any Secured Party must rescind or restore any payment received by such Secured Party in satisfaction of Borrower’s Secured Liabilities, any prior release or discharge from the terms of this Agreement given to any Guarantor shall be without effect, and this Agreement and Guarantor’s obligations and liabilities hereunder shall automatically be renewed or reinstated and shall remain in full force and effect to the same degree and extent as if such a release or discharge was never granted. It is the intention of Secured Parties and Guarantor that Guarantor’s obligations and liabilities hereunder shall not be discharged except by Guarantor’s full and complete performance of such obligations and liabilities and then only to the extent of such performance.Obligor and/or

No Release of Guarantor. Each Guarantor’s 's obligations and liabilities under this Agreement shall not be released, impaired, reduced or otherwise affected by, and shall continue in full force and effect, notwithstanding the occurrence of any eventevent (other than performance hereunder), including without limitation any one or more of the following events: (aA) Death, insolvencyInsolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of authority (whether corporate, partnership or trust) of Borrower (or any person acting on Borrower’s 's behalf), or any other Guarantorguarantor, surety or endorser of any of Borrower’s Secured Liabilities's Indebtedness; (bB) Partial payment or payments of any amount due and/or outstanding under any of Borrower’s Secured Liabilities (except to the extent that any payments by Guarantor under this Agreement or by Borrower reduce the Secured Liabilities)'s Indebtedness; (cC) Any payment by of Borrower or any other party to any Secured Party Lender is held to constitute a preferential transfer or a fraudulent conveyance under any applicable law, or for any reason, any Secured Party Lender is required to refund such payment or pay such amount to Borrower or to any other person; (dD) Any dissolution of Borrower or any sale, lease or transfer of all or any part of Borrower’s 's assets;; and/or (eE) Any failure of any Secured Party Lender to notify Guarantor of the acceptance of this Agreement or of the making of loans or other extensions of credit in reliance on this Agreement or of the failure of Borrower to make any payment due by Borrower to Lender. (F) Apply any Secured Partysums paid to any of Borrower's Indebtedness, with such payments being applied in such priority or with such preferences as Lender may determine in its own discretion, regardless of what Indebtedness of Borrower remains unpaid; (fG) Any “one action” Take or “anti-deficiency” law or accept any other law which may prevent security for any Secured Party from bringing any action, including a claim for deficiency, against Guarantor, before or after Secured Party’s commencement or completion all of any foreclosure action, or any action in lieu of foreclosureBorrower's Indebtedness; and/or (gH) Any election of remedies by Enter into, deliver, modify, amend or waive compliance with, any Secured Party that may destroy instrument or impair Guarantor’s subrogation rights arrangement evidencing, securing or Guarantor’s right to proceed for reimbursement against Borrower otherwise affecting, all or any other guarantor, surety or endorser of any part of Borrower’s Secured Liabilities, including without limitation any loss of rights Guarantor may suffer by reason of any law limiting, qualifying or discharging Borrower’s Secured Liabilities's Indebtedness. This Agreement and Guarantor’s 's obligations and liabilities hereunder shall continue to be effective, and/or shall automatically and retroactively be reinstated if a release or discharge has occurred, as the case may be, if at any time any payment or part thereof to any Secured Party Lender with respect to any of Borrower’s Secured Liabilities 's Indebtedness is rescinded or must otherwise be restored by such Secured Party Lender pursuant to any insolvency, bankruptcy, reorganization, receivership, or any other debt relief granted to Borrower or to any other party. In the event that any Secured Party Lender must rescind or restore any payment received by such Secured Party Lender in satisfaction of Borrower’s Secured Liabilities's Indebtedness, any prior release or discharge from the terms of this Agreement given to any Guarantor shall be without effect, and this Agreement and Guarantor’s 's obligations and liabilities hereunder shall automatically be renewed or reinstated and shall remain in full force and effect to the same degree and extent as if such a release or discharge was never granted. It is the intention of Secured Parties Lender and Guarantor that Guarantor’s 's obligations and liabilities hereunder shall not be discharged except by Guarantor’s 's full and complete performance of such obligations and liabilities and then only to the extent of such performance.

No Release of Guarantor. Each Guarantor’s 's obligations and liabilities under this Agreement shall not be released, impaired, reduced or otherwise affected by, and shall continue in full force and effect, notwithstanding the occurrence of any eventevent (other than performance hereunder), including without limitation any one or more of the following events: (aA) Death, insolvencyInsolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of authority (whether corporate, partnership or trust) of Borrower (or any person acting on Borrower’s 's behalf), or any other Guarantorguarantor, surety or endorser of any of Borrower’s Secured Liabilities's Indebtedness; (bB) Partial payment or payments of any amount due and/or outstanding under any of Borrower’s Secured Liabilities (except to the extent that any payments by Guarantor under this Agreement or by Borrower reduce the Secured Liabilities)'s Indebtedness; (cC) Any payment by of Borrower or any other party to any Secured Party Agent is held to constitute a preferential transfer or a fraudulent conveyance under any applicable law, or for any reason, any Secured Party is Agent and/or Lenders are required to refund such payment or pay such amount to Borrower or to any other person; (dD) Any dissolution of Borrower or any sale, lease or transfer of all or any part of Borrower’s 's assets;; and/or (eE) Any failure of any Secured Party Agent to notify Guarantor of the acceptance of this Agreement or of the making of loans or other extensions of credit in reliance on this Agreement or of the failure of Borrower to make any payment due by Borrower to Agent. (F) Apply any Secured Partysums paid to any of Borrower's Indebtedness, with such payments being applied in such priority or with such preferences as Agent and/or Lenders may determine in its/their own discretion, regardless of what Indebtedness of Borrower remains unpaid; (fG) Any “one action” Take or “anti-deficiency” law or accept any other law which may prevent security for any Secured Party from bringing any action, including a claim for deficiency, against Guarantor, before or after Secured Party’s commencement or completion all of any foreclosure action, or any action in lieu of foreclosureBorrower's Indebtedness; and/or (gH) Any election of remedies by Enter into, deliver, modify, amend or waive compliance with, any Secured Party that may destroy instrument or impair Guarantor’s subrogation rights arrangement evidencing, securing or Guarantor’s right to proceed for reimbursement against Borrower otherwise affecting, all or any other guarantor, surety or endorser of any part of Borrower’s Secured Liabilities, including without limitation any loss of rights Guarantor may suffer by reason of any law limiting, qualifying or discharging Borrower’s Secured Liabilities's Indebtedness. This Agreement and Guarantor’s 's obligations and liabilities hereunder shall continue to be effective, and/or shall automatically and retroactively be reinstated if a release or discharge has occurred, as the case may be, if at any time any payment or part thereof to any Secured Party Agent with respect to any of Borrower’s Secured Liabilities 's Indebtedness is rescinded or must otherwise be restored by such Secured Party Agent and/or Lenders pursuant to any insolvency, bankruptcy, reorganization, receivership, or any other debt relief granted to Borrower or to any other party. In the event that any Secured Party Agent and/or Lenders must rescind or restore any payment received by such Secured Party Agent and/or Lenders in satisfaction of Borrower’s Secured Liabilities's Indebtedness, any prior release or discharge from the terms of this Agreement given to any Guarantor shall be without effect, and this Agreement and Guarantor’s 's obligations and liabilities hereunder shall automatically be renewed or reinstated and shall remain in full force and effect to the same degree and extent as if such a release or discharge was never granted. It is the intention of Secured Parties Agent, Lenders and Guarantor that Guarantor’s 's obligations and liabilities hereunder shall not be discharged except by Guarantor’s 's full and complete performance of such obligations and liabilities and then only to the extent of such performance.

No Release of Guarantor. Each Guarantor’s 's obligations and liabilities under this Agreement shall not be released, impaired, reduced or otherwise affected by, and shall continue in full force and effect, notwithstanding the occurrence of any event, including without limitation any one or more of the following events: (a) Death, insolvencyA. Insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of authority (whether corporate, partnership or trust) of Borrower (or any person acting on Borrower’s 's behalf), or any other Guarantorguarantor, surety or endorser of any of Borrower’s Secured Liabilities's Indebtedness; (b) B. Partial payment or payments of any amount due and/or outstanding under any of Borrower’s Secured Liabilities (except to the extent that any payments by Guarantor under this Agreement or by Borrower reduce the Secured Liabilities)'s Indebtedness; (c) C. Any payment by Borrower or any other party to any Secured Party Lender is held to constitute a preferential transfer or a fraudulent conveyance under any applicable law, or for any reason, any Secured Party Lender is required to refund such payment or pay such amount to Borrower or to any other person; (d) D. Any dissolution of Borrower or any sale, lease or transfer of all or any part of Borrower’s 's assets;; and/or (e) E. Any failure of any Secured Party Lender to notify Guarantor of the acceptance of this Agreement or of the making of loans or other extensions of credit in reliance on this Agreement or of the failure of Borrower to make any payment due by Borrower to any Secured Party; (f) Any “one action” or “anti-deficiency” law or any other law which may prevent any Secured Party from bringing any action, including a claim for deficiency, against Guarantor, before or after Secured Party’s commencement or completion of any foreclosure action, or any action in lieu of foreclosure; and/or (g) Any election of remedies by any Secured Party that may destroy or impair Guarantor’s subrogation rights or Guarantor’s right to proceed for reimbursement against Borrower or any other guarantor, surety or endorser of any of Borrower’s Secured Liabilities, including without limitation any loss of rights Guarantor may suffer by reason of any law limiting, qualifying or discharging Borrower’s Secured LiabilitiesAgreement. This Agreement and each Guarantor’s 's obligations and liabilities hereunder shall continue to be effective, and/or shall automatically and retroactively be reinstated if a release or discharge has occurred, as the case may be, if at any time any payment or part thereof to any Secured Party Lender with respect to any of Borrower’s Secured Liabilities 's Indebtedness is rescinded or must otherwise be restored by such Secured Party Lender pursuant to any insolvency, bankruptcy, reorganization, receivership, or any other debt relief granted to Borrower or to any other party. In the event that any Secured Party Lender must rescind or restore any payment received by such Secured Party Lender in satisfaction of Borrower’s Secured Liabilities's Indebtedness, any prior release or discharge from the terms of this Agreement given to any Guarantor shall be without effect, and this Agreement and each Guarantor’s 's obligations and liabilities hereunder shall automatically be renewed or reinstated and shall remain in full force and effect to the same degree and extent as if such a release or discharge was never granted. It is the intention of Secured Parties Lender and each Guarantor that Guarantor’s 's obligations and liabilities hereunder shall not be discharged except by Guarantor’s 's full and complete performance of such obligations and liabilities and then only to the extent of such performance.

No Release of Guarantor. Each Guarantor’s 's obligations and liabilities ---------------------------------- under this Agreement Guaranty shall not be released, impaired, reduced or otherwise affected by, and shall continue in full force and effect, notwithstanding the occurrence of any event, including without limitation any one or more of the following events: : (a) Deathdeath, insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of authority (whether corporate, partnership or trust) of Borrower Obligor (or any person acting on Borrower’s Obligor's behalf), ) or any Other Obligor or any other Guarantordefense based on or arising out of the lack of validity or unenforceability of the Indebtedness or any agreement or instrument relating thereto or any provisions thereof and/or Obligor's absence or cessation of liability thereunder for any reason, surety including without limitation, Seller's failure to preserve any right or endorser of any of Borrower’s Secured Liabilities; remedy against Obligor; (b) Partial any change in Obligor's financial condition; (c) partial payment or payments of any amount due and/or outstanding under Obligor's Indebtedness; (d) any of Borrower’s Secured Liabilities (except to the extent that any payments by Guarantor under this Agreement or by Borrower reduce the Secured Liabilities); change in Obligor's financial condition; (c) Any partial payment or payments of any amount due and/or outstanding under Obligor's Indebtedness; (d) any change in Obligor's management, ownership, identity or business or organizational structure; (e) any payment by Borrower Obligor or any other party to any Secured Party Seller that is held to constitute a preferential transfer or a fraudulent conveyance under any applicable law, or for any reason, any Secured Party Seller is required to refund fund such payment or pay such amount to Borrower Obligor or to any other person; ; (df) Any dissolution of Borrower or any sale, lease or transfer transfer, whether or not commercially reasonable, of all or any part of Borrower’s assets; Obligor's assets and/or any assignment, transfer or delegation of Obligor's Indebtedness to any third party (ewhereby this Guaranty shall continue to extend to all sums due from or for the account of Obligor and/or the new or substituted legal entity); (g) Any any failure to perfect any lien or security interest securing the Indebtedness or preserve any right, priority or remedy against any Equipment; (h) any interruption, change or cessation of relations between Guarantor and Obligor; (i) any defect in, damage to, destruction of or loss of or interference with possession or use of any Secured Party to notify Guarantor of the acceptance of this Agreement or of the making of loans or other extensions of credit in reliance on this Agreement or of the failure of Borrower to make Equipment for any payment due reason by Borrower to any Secured Party; (f) Any “one action” or “anti-deficiency” law Obligor or any other law person; (j) any act or omission by Seller which may prevent any Secured Party from bringing any action, including a claim for deficiency, against increases the scope of Guarantor, before or after Secured Party’s commencement or completion of any foreclosure action, or any action in lieu of foreclosure; and/or (g) Any election of remedies by any Secured Party that may destroy or impair Guarantor’s subrogation rights or Guarantor’s right to proceed for reimbursement against Borrower or any other guarantor, surety or endorser of any of Borrower’s Secured Liabilities's risk, including without limitation limitation, negligent administration of transactions with Obligor; and/or (k) any loss of rights Guarantor may suffer by reason of any law limitingother occurrence or circumstance whatsoever, qualifying whether similar or discharging Borrower’s Secured Liabilities. This Agreement and Guarantor’s obligations and liabilities hereunder shall continue dissimilar to be effectivethe foregoing, and/or shall automatically and retroactively be reinstated if which might otherwise constitute a legal or equitable discharge, release or discharge has occurred, as the case may be, if at any time any payment defense of a guarantor or part thereof to any Secured Party with respect to any of Borrower’s Secured Liabilities is rescinded surety or must which might otherwise be restored by such Secured Party pursuant to any insolvency, bankruptcy, reorganization, receivership, or any other debt relief granted to Borrower or to any other party. In the event that any Secured Party must rescind or restore any payment received by such Secured Party in satisfaction of Borrower’s Secured Liabilities, any prior release or discharge from the terms of this Agreement given to any Guarantor shall be without effect, and this Agreement and limit recourse against Guarantor’s obligations and liabilities hereunder shall automatically be renewed or reinstated and shall remain in full force and effect to the same degree and extent as if such a release or discharge was never granted. It is the intention of Secured Parties and Guarantor that Guarantor’s obligations and liabilities hereunder shall not be discharged except by Guarantor’s full and complete performance of such obligations and liabilities and then only to the extent of such performance.

No Release of Guarantor. Each Subject to the cancellation provisions of SECTION 3 hereof, Guarantor’s obligations and liabilities under this Agreement shall not be released, impaired, reduced or otherwise affected by, and shall continue in full force and effect, notwithstanding the occurrence of any event, including without limitation any one or more of the following events: (aA) Death, insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of authority (whether corporate, partnership or trust) of Borrower (or any person acting on Borrower’s behalf), or any other Guarantorguarantor, surety or endorser of any of Borrower’s Secured LiabilitiesIndebtedness; (bB) Partial payment or payments of any amount amounts due and/or outstanding under any of Borrower’s Secured Liabilities (except to the extent that any payments by Guarantor under this Agreement or by Borrower reduce the Secured Liabilities)Indebtedness; (cC) Any payment by Borrower or any other party to any Secured Party Cat Financial that is held to constitute a preferential transfer or a fraudulent conveyance under any applicable law, or for any reason, any Secured Party Cat Financial is required to refund such payment or pay such amount to Borrower or to any other person; (dD) Any dissolution The unenforceability against Borrower of Borrower the Loan Agreement or any sale, lease or transfer of all provisions thereof or any part of Borrower’s assetsdocuments related thereto; (eE) Any sale or assignment of the Loan Agreement; and/or (F) Any failure of any Secured Party Cat Financial to notify Guarantor of the acceptance of this Agreement or of the making of loans or other extensions of credit in reliance on this Agreement or of the failure of Borrower to make any payment due by Borrower to any Secured Party; (f) Any “one action” or “anti-deficiency” law or any other law which may prevent any Secured Party from bringing any action, including a claim for deficiency, against Guarantor, before or after Secured Party’s commencement or completion of any foreclosure action, or any action in lieu of foreclosure; and/or (g) Any election of remedies by any Secured Party that may destroy or impair Guarantor’s subrogation rights or Guarantor’s right to proceed for reimbursement against Borrower or any other guarantor, surety or endorser of any of Borrower’s Secured Liabilities, including without limitation any loss of rights Guarantor may suffer by reason of any law limiting, qualifying or discharging Borrower’s Secured LiabilitiesCat Financial. This Agreement and Guarantor’s obligations and liabilities hereunder shall continue to be effective, and/or shall automatically and retroactively be reinstated if a release or discharge has occurred, as the case may be, if at any time any payment or part thereof to any Secured Party Cat Financial with respect to any of Borrower’s Secured Liabilities Indebtedness is rescinded or must otherwise be restored by such Secured Party Cat Financial pursuant to any insolvency, bankruptcy, reorganization, receivership, or any other debt relief granted to Borrower or to any other party. In the event that any Secured Party Cat Financial must rescind or restore any payment received by such Secured Party Cat Financial in satisfaction of Borrower’s Secured LiabilitiesIndebtedness, any prior release or discharge from the terms of this Agreement given to any Guarantor shall be without effect, and this Agreement and Guarantor’s obligations and liabilities hereunder shall automatically be renewed or reinstated and shall remain in full force and effect to the same degree and extent as if such a release or discharge was never granted. It is the intention of Secured Parties Cat Financial and Guarantor that Guarantor’s obligations and liabilities hereunder shall not be discharged except by Guarantor’s full and complete performance of such obligations and liabilities and then only to the extent of such performanceperformance and only in accordance with Section 3 hereof.

No Release of Guarantor. Each Guarantor’s 's obligations and liabilities under this Agreement shall not be released, impaired, reduced or otherwise affected by, and shall continue in full force and effect, notwithstanding the occurrence of any eventevent (other than performance hereunder), including without limitation any one or more of the following events: (aA) Death, insolvencyInsolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of authority (whether corporate, partnership or trust) of Borrower Company (or any person acting on Borrower’s Company's behalf), or any other Guarantorguarantor, surety or endorser of any of Borrower’s Secured LiabilitiesCompany's Indebtedness; (bB) Partial payment or payments of any amount due and/or outstanding under any of Borrower’s Secured Liabilities (except to the extent that any payments by Guarantor under this Agreement or by Borrower reduce the Secured Liabilities)Company's Indebtedness; (cC) Any payment by Borrower of Company or any other party to any Secured Party Collateral Agent is held to constitute a preferential transfer or a fraudulent conveyance under any applicable law, or for any reason, any Secured Party is Collateral Agent and/or Holders are required to refund such payment or pay such amount to Borrower Company or to any other person; (dD) Any dissolution of Borrower Company or any sale, lease or transfer of all or any part of Borrower’s Company's assets; (eE) Any failure of any Secured Party Collateral Agent to notify Guarantor of the acceptance of this Agreement or of the making of loans or other extensions of credit in reliance on this Agreement or of the failure of Borrower Company to make any payment due by Borrower Company to any Secured PartyCollateral Agent; (fF) Any “one action” application of any sums paid to any of Company's Indebtedness, with such payments being applied in such priority or “anti-deficiency” law with such preferences as Collateral Agent and/or Holders may determine in its/their own discretion, regardless of what Indebtedness of Company remains unpaid; (G) Any taking or acceptance of any other law which may prevent security for any Secured Party from bringing any action, including a claim for deficiency, against Guarantor, before or after Secured Party’s commencement or completion all of any foreclosure action, or any action in lieu of foreclosureCompany's Indebtedness; and/or (gH) Any election entry into, delivery, modification, amendment or waiver of remedies by compliance with, any Secured Party that may destroy instrument or impair Guarantor’s subrogation rights arrangement evidencing, securing or Guarantor’s right to proceed for reimbursement against Borrower otherwise affecting, all or any other guarantor, surety or endorser part of any of Borrower’s Secured Liabilities, including without limitation any loss of rights Guarantor may suffer by reason of any law limiting, qualifying or discharging Borrower’s Secured LiabilitiesCompany's Indebtedness. This Agreement and Guarantor’s 's obligations and liabilities hereunder shall continue to be effective, and/or shall automatically and retroactively be reinstated if a release or discharge has occurred, as the case may be, if at any time any payment or part thereof to any Secured Party Collateral Agent with respect to any of Borrower’s Secured Liabilities Company's Indebtedness is rescinded or must otherwise be restored by such Secured Party Collateral Agent and/or Holders pursuant to any insolvency, bankruptcy, reorganization, receivership, or any other debt relief granted to Borrower Company or to any other party. In the event that any Secured Party Collateral Agent and/or Holders must rescind or restore any payment received by such Secured Party Collateral Agent and/or Holders in satisfaction of Borrower’s Secured LiabilitiesCompany's Indebtedness, any prior release or discharge from the terms of this Agreement given to any Guarantor shall be without effect, and this Agreement and Guarantor’s 's obligations and liabilities hereunder shall automatically be renewed or reinstated and shall remain in full force and effect to the same degree and extent as if such a release or discharge was never granted. It is the intention of Secured Parties Collateral Agent, Holders and Guarantor that Guarantor’s 's obligations and liabilities hereunder shall not be discharged except by Guarantor’s 's full and complete performance of such obligations and liabilities and then only to the extent of such performance.

No Release of Guarantor. Each Guarantor’s 's obligations and liabilities under this Agreement shall not be released, impaired, reduced or otherwise affected by, and shall continue in full force and effect, notwithstanding the occurrence of any event, including without limitation any one or more of the following events: (a) A. Death, insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of authority (whether corporate, partnership or trust) of Borrower (or any person acting on Borrower’s 's behalf), or any other Guarantorguarantor, surety or endorser of any of Borrower’s Secured Liabilities's Indebtedness; (b) B. Partial payment or payments of any amount due and/or outstanding under any of Borrower’s Secured Liabilities (except to the extent that any payments by Guarantor under this Agreement or by Borrower reduce the Secured Liabilities)'s Indebtedness; (c) C. Any payment by of Borrower or any other party to any Secured Party Lenders is held to constitute a preferential transfer or a fraudulent conveyance under any applicable law, or for any reason, any Secured Party Lenders is required to refund such payment or pay such amount to Borrower or to any other person; (d) D. Any dissolution of Borrower or any sale, lease or transfer of all or any part of Borrower’s 's assets;; and/or (e) E. Any failure of any Secured Party Lenders to notify Guarantor of the acceptance of this Agreement or of the making of loans or other extensions of credit in reliance on this Agreement or of the failure of Borrower to make any payment due by Borrower to Lenders. F. Apply any Secured Partysums paid to any of Borrower's Indebtedness, with such payments being applied in such priority or with such preferences as Lenders may determine in its own discretion, regardless of what Indebtedness of Borrower remains unpaid; (f) Any “one action” G. Take or “anti-deficiency” law or accept any other law which may prevent security for any Secured Party from bringing any action, including a claim for deficiency, against Guarantor, before or after Secured Party’s commencement or completion all of any foreclosure action, or any action in lieu of foreclosureBorrower's Indebtedness; and/or (g) Any election of remedies by H. Enter into, deliver, modify, amend or waive compliance with, any Secured Party that may destroy Instrument or impair Guarantor’s subrogation rights arrangement evidencing, securing or Guarantor’s right to proceed for reimbursement against Borrower otherwise affecting, all or any other guarantor, surety or endorser of any part of Borrower’s Secured Liabilities, including without limitation any loss of rights Guarantor may suffer by reason of any law limiting, qualifying or discharging Borrower’s Secured Liabilities's Indebtedness. This Agreement and Guarantor’s 's obligations and liabilities hereunder shall continue to be effective, and/or shall automatically and retroactively be reinstated if a release or discharge has occurred, as the case may be, if at any time any payment or part thereof to any Secured Party Lenders with respect to any of Borrower’s Secured Liabilities 's Indebtedness is rescinded or must otherwise be restored by such Secured Party Lenders pursuant to any insolvency, bankruptcy, reorganization, receivership, or any other debt relief granted to Borrower or to any other party. In the event that any Secured Party Lenders must rescind or restore any payment received by such Secured Party Lenders in satisfaction of Borrower’s Secured Liabilities's Indebtedness, any prior release or discharge from the terms of this Agreement given to any Guarantor shall be without effect, and this Agreement and Guarantor’s 's obligations and liabilities hereunder shall automatically be renewed or reinstated and shall remain in full force and effect to the same degree and extent as if such a release or discharge was never granted. It is the intention of Secured Parties Lenders and Guarantor that Guarantor’s 's obligations and liabilities hereunder shall not be discharged except by Guarantor’s 's full and complete performance of such obligations and liabilities and then only to the extent of such performance.

No Release of Guarantor. Each Guarantor’s 's obligations and liabilities under this Agreement shall not be released, impaired, reduced or otherwise affected by, and shall continue in full force and effect, notwithstanding the occurrence of any event, including without limitation any one or more of the following events: (a) Death, insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of authority (whether corporate, partnership or trust) of Borrower (or any person acting on Borrower’s 's behalf), or any other Guarantor, surety or endorser of any of Borrower’s 's Secured Liabilities; (b) Partial payment or payments of any amount due and/or outstanding under any of Borrower’s 's Secured Liabilities (except to the extent that any payments by Guarantor under this Agreement or by Borrower reduce the Secured Liabilities); (c) Any payment by Borrower or any other party to any Secured Party Lender is held to constitute a preferential transfer or a fraudulent conveyance under any applicable law, or for any reason, any Secured Party Lender is required to refund such payment or pay such amount to Borrower or to any other person; (d) Any dissolution of Borrower or any sale, lease or transfer of all or any part of Borrower’s 's assets; (e) Any failure of any Secured Party Lender to notify Guarantor of the acceptance of this Agreement or of the making of loans or other extensions of credit in reliance on this Agreement or of the failure of Borrower to make any payment due by Borrower to any Secured PartyLender; (f) Any “"one action” " or “"anti-deficiency” " law or any other law which may prevent any Secured Party Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Secured Party’s Lender's commencement or completion of any foreclosure action, or any action in lieu of foreclosure; and/or (g) Any election of remedies by any Secured Party Lender that may destroy or impair Guarantor’s 's subrogation rights or Guarantor’s 's right to proceed for reimbursement against Borrower or any other guarantor, surety or endorser of any of Borrower’s 's Secured Liabilities, including without limitation any loss of rights Guarantor may suffer by reason of any law limiting, qualifying or discharging Borrower’s 's Secured Liabilities. This Agreement and Guarantor’s 's obligations and liabilities hereunder shall continue to be effective, and/or shall automatically and retroactively be reinstated if a release or discharge has occurred, as the case may be, if at any time any payment or part thereof to any Secured Party Lender with respect to any of Borrower’s 's Secured Liabilities is rescinded or must otherwise be restored by such Secured Party Lender pursuant to any insolvency, bankruptcy, reorganization, receivership, or any other debt relief granted to Borrower or to any other party. In the event that any Secured Party Lender must rescind or restore any payment received by such Secured Party Lender in satisfaction of Borrower’s 's Secured Liabilities, any prior release or discharge from the terms of this Agreement given to any Guarantor shall be without effect, and this Agreement and Guarantor’s 's obligations and liabilities hereunder shall automatically be renewed or reinstated and shall remain in full force and effect to the same degree and extent as if such a release or discharge was never granted. It is the intention of Secured Parties Lender and Guarantor that Guarantor’s 's obligations and liabilities hereunder shall not be discharged except by Guarantor’s 's full and complete performance of such obligations and liabilities and then only to the extent of such performance.

No Release of Guarantor. Each Guarantor’s 's obligations and liabilities under this Agreement shall not be released, impaired, reduced (except to the extent that Borrower's indebtedness is reduced or the Amount Guaranteed hereby is reduced) or otherwise affected by, and shall continue in full force and effect, notwithstanding the occurrence of any event, including including, without limitation limitation, any one or more of the following events: (a) A. Death, insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of authority (whether corporate, partnership or trust) of Borrower (or any person acting on Borrower’s 's behalf), or any other Guarantorguarantor, surety or endorser of any of Borrower’s Secured Liabilities's Indebtedness; (b) B. Partial payment or payments of any amount due and/or outstanding under any of Borrower’s Secured Liabilities (except to the extent that any 's Indebtedness other than payments by Guarantor under this Agreement or by Borrower reduce to Lender of the Secured Liabilities)Amount Guaranteed hereunder; (c) C. Any payment by Borrower or any other party to any Secured Party Lender is held to constitute a preferential transfer or a fraudulent conveyance under any applicable law, or for any reason, any Secured Party reason Lender is required to refund such payment or pay such amount to Borrower or to any other person; (d) D. Any dissolution of Borrower or any sale, lease or transfer of all or any part of Borrower’s 's assets;; and/or (e) E. Any failure of any Secured Party Lender to notify Guarantor of the acceptance of this Agreement or of the making of loans or other extensions of credit in reliance on this Agreement or of the failure of Borrower to make any payment due by Borrower to any Secured Party; (f) Any “one action” or “anti-deficiency” law or any other law which may prevent any Secured Party from bringing any action, including a claim for deficiency, against Guarantor, before or after Secured Party’s commencement or completion of any foreclosure action, or any action in lieu of foreclosure; and/or (g) Any election of remedies by any Secured Party that may destroy or impair Guarantor’s subrogation rights or Guarantor’s right to proceed for reimbursement against Borrower or any other guarantor, surety or endorser of any of Borrower’s Secured Liabilities, including without limitation any loss of rights Guarantor may suffer by reason of any law limiting, qualifying or discharging Borrower’s Secured LiabilitiesLender. This Agreement and Guarantor’s 's obligations and liabilities hereunder shall continue to be effective, and/or shall automatically and retroactively be reinstated if a release or discharge has occurred, as the case may be, if at any time any payment or part thereof to any Secured Party Lender with respect to any of Borrower’s Secured Liabilities 's Indebtedness is rescinded or must otherwise be restored by such Secured Party Lender pursuant to any insolvency, bankruptcy, reorganization, receivership, receivership or any other debt relief granted to Borrower or to any other party. In the event that any Secured Party Lender must rescind or restore any payment received by such Secured Party Lender in satisfaction of Borrower’s Secured Liabilities's Indebtedness, any prior release or discharge from the terms of this Agreement given to any Guarantor shall be without effect, and this Agreement and Guarantor’s 's obligations and liabilities hereunder shall automatically be renewed or reinstated and shall remain in full force and effect to the same degree and extent as if such a release or discharge was never granted. It is the intention of Secured Parties Lender and Guarantor that Guarantor’s 's obligations and liabilities hereunder shall not be discharged except by Borrower's and Guarantor’s 's full and complete performance of such obligations and liabilities and then only to the extent of such performance.

No Release of Guarantor. Each Guarantor’s 's obligations and liabilities under this Agreement shall not be released, impaired, reduced or otherwise affected by, and shall continue in full force and effect, notwithstanding the occurrence of any event, including without limitation any one or more of the following events: (aA) Death, insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of authority (whether corporate, partnership or trust) of Borrower (or any person acting on Borrower’s 's behalf), or any other Guarantorguarantor, surety or endorser of any of Borrower’s Secured Liabilities's Indebtedness; (bB) Partial payment or payments of any amount due and/or outstanding under any of Borrower’s Secured Liabilities (except to the extent that any payments by Guarantor under this Agreement or by Borrower reduce the Secured Liabilities)'s Indebtedness; (cC) Any payment by of Borrower or any other party to any Secured Party Lenders is held to constitute a preferential transfer or a fraudulent conveyance under any applicable law, or for any reason, any Secured Party Lenders is required to refund such payment or pay such amount to Borrower or to any other person; (dD) Any dissolution of Borrower or any sale, lease or transfer of all or any part of Borrower’s 's assets;; and/or (eE) Any failure of any Secured Party Lenders to notify Guarantor of the acceptance of this Agreement or of the making of loans or other extensions of credit in reliance on this Agreement or of the failure of Borrower to make any payment due by Borrower to Lenders. (F) Apply any Secured Partysums paid to any of Borrower's Indebtedness, with such payments being applied in such priority or with such preferences as Lenders may determine in its own discretion, regardless of what Indebtedness of Borrower remains unpaid; (fG) Any “one action” Take or “anti-deficiency” law or accept any other law which may prevent security for any Secured Party from bringing any action, including a claim for deficiency, against Guarantor, before or after Secured Party’s commencement or completion all of any foreclosure action, or any action in lieu of foreclosureBorrower's Indebtedness; and/or (gH) Any election of remedies by Enter into, deliver, modify, amend or waive compliance with, any Secured Party that may destroy instrument or impair Guarantor’s subrogation rights arrangement evidencing, securing or Guarantor’s right to proceed for reimbursement against Borrower otherwise affecting, all or any other guarantor, surety or endorser of any part of Borrower’s Secured Liabilities, including without limitation any loss of rights Guarantor may suffer by reason of any law limiting, qualifying or discharging Borrower’s Secured Liabilities's Indebtedness. This Agreement and Guarantor’s 's obligations and liabilities hereunder shall continue to be effective, and/or shall automatically and retroactively be reinstated if a release or discharge has occurred, as the case may be, if at any time any payment or part thereof to any Secured Party Lenders with respect to any of Borrower’s Secured Liabilities 's Indebtedness is rescinded or must otherwise be restored by such Secured Party Lenders pursuant to any insolvency, bankruptcy, reorganization, receivership, or any other debt relief granted to Borrower or to any other party. In the event that any Secured Party Lenders must rescind or restore any payment received by such Secured Party Lenders in satisfaction of Borrower’s Secured Liabilities's Indebtedness, any prior release or discharge from the terms of this Agreement given to any Guarantor shall be without effect, and this Agreement and Guarantor’s 's obligations and liabilities hereunder shall automatically be renewed or reinstated and shall remain in full force and effect to the same degree and extent as if such a release or discharge was never granted. It is the intention of Secured Parties Lenders and Guarantor that Guarantor’s 's obligations and liabilities hereunder shall not be discharged except by Guarantor’s 's full and complete performance of such obligations and liabilities and then only to the extent of such performance.

No Release of Guarantor. Each Guarantor’s 's obligations and liabilities under this Agreement shall not be released, impaired, reduced or otherwise affected by, and shall continue in full force and effect, notwithstanding the occurrence of any event, including without limitation any one or more of the following events: (a) Death, insolvencyA. Insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of authority (whether corporate, partnership or trust) of Borrower (or any person acting on Borrower’s 's behalf), or any other Guarantorguarantor, surety or endorser of any of Borrower’s Secured Liabilities's Indebtedness; (b) B. Partial payment or payments of any amount due and/or outstanding under any of Borrower’s Secured Liabilities (except to the extent that any payments by Guarantor under this Agreement or by Borrower reduce the Secured Liabilities)'s Indebtedness; (c) C. Any payment by Borrower or any other party to any Secured Party Lender is held to constitute a preferential transfer or a fraudulent conveyance under any applicable law, or for any reason, any Secured Party Lender is required to refund such payment or pay such amount to Borrower or to any other person; (d) D. Any dissolution of Borrower or any sale, lease or transfer of all or any part of Borrower’s 's assets;; and/or (e) E. Any failure of any Secured Party Lender to notify Guarantor of the acceptance of this Agreement or of the making of loans or other extensions of credit in reliance on this Agreement or of the failure of Borrower to make any payment due by Borrower to any Secured Party; (f) Any “one action” or “anti-deficiency” law or any other law which may prevent any Secured Party from bringing any action, including a claim for deficiency, against Guarantor, before or after Secured Party’s commencement or completion of any foreclosure action, or any action in lieu of foreclosure; and/or (g) Any election of remedies by any Secured Party that may destroy or impair Guarantor’s subrogation rights or Guarantor’s right to proceed for reimbursement against Borrower or any other guarantor, surety or endorser of any of Borrower’s Secured Liabilities, including without limitation any loss of rights Guarantor may suffer by reason of any law limiting, qualifying or discharging Borrower’s Secured LiabilitiesAgreement. This Agreement and each Guarantor’s 's obligations and liabilities hereunder shall continue to be effective, and/or shall automatically and retroactively be reinstated if a release or discharge has occurred, as the case may be, if at any time any payment or part thereof to any Secured Party Lender with respect to any of Borrower’s Secured Liabilities 's Indebtedness is rescinded or rescindedor must otherwise be restored by such Secured Party Lender pursuant to 25 U.S.C. 81 et seq. or to any insolvency, bankruptcy, reorganization, receivership, or any other debt relief granted to Borrower or to any other party. In the event that any Secured Party Lender must rescind or restore any payment received by such Secured Party Lender in satisfaction of Borrower’s Secured Liabilities's Indebtedness, any prior release or discharge from the terms of this Agreement given to any Guarantor shall be without effect, and this Agreement and each Guarantor’s 's obligations and liabilities hereunder shall automatically be renewed or reinstated and shall remain in full force and effect to the same degree and extent as if such a release or discharge was never granted. It is the intention of Secured Parties Lender and each Guarantor that Guarantor’s 's obligations and liabilities hereunder shall not be discharged except by Guarantor’s 's full and complete performance of such obligations and liabilities and then only to the extent of such performance.

No Release of Guarantor. Each Guarantor’s 's obligations and liabilities under this Agreement Guaranty shall not be released, impaired, reduced or otherwise affected by, and shall continue in full force and effect, notwithstanding the occurrence of any event, including without limitation any one or more of the following events: (aA) Death, insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of authority (whether corporate, partnership or trust) of Borrower (or any person acting on Borrower’s 's behalf), or any other Guarantorguarantor, surety or endorser of any of Borrower’s Secured Liabilitiesthe Indebtedness; (bB) Partial payment or payments of any amount due and/or outstanding under any of Borrower’s Secured Liabilities (except to the extent that any payments by Guarantor under this Agreement or by Borrower reduce the Secured Liabilities)Indebtedness; (cC) Any payment by of Borrower or any other party to any Secured Party Lender is held to constitute a preferential transfer or a fraudulent conveyance under any applicable law, or for any reason, any Secured Party Lender is required to refund such payment or pay such amount to Borrower or to any other person; (dD) Any dissolution of Borrower or any sale, lease or transfer of all or any part of Borrower’s 's assets;; and/or (eE) Any failure of any Secured Party Lender to notify Guarantor of the acceptance of this Agreement Guaranty or of the making of loans or other extensions of credit in reliance on this Agreement Guaranty or of the failure of Borrower to make any payment due by Borrower to any Secured Party; (f) Any “one action” or “anti-deficiency” law or any other law which may prevent any Secured Party from bringing any action, including a claim for deficiency, against Guarantor, before or after Secured Party’s commencement or completion of any foreclosure action, or any action in lieu of foreclosure; and/or (g) Any election of remedies by any Secured Party that may destroy or impair Guarantor’s subrogation rights or Guarantor’s right to proceed for reimbursement against Borrower or any other guarantor, surety or endorser of any of Borrower’s Secured Liabilities, including without limitation any loss of rights Guarantor may suffer by reason of any law limiting, qualifying or discharging Borrower’s Secured LiabilitiesLender. This Agreement Guaranty and Guarantor’s 's obligations and liabilities hereunder shall continue to be effective, and/or shall automatically and retroactively be reinstated if a release or discharge has occurred, as the case may be, if at any time any payment or part thereof to any Secured Party Lender with respect to any of Borrower’s Secured Liabilities the Indebtedness is rescinded or must otherwise be restored by such Secured Party Lender pursuant to any insolvency, bankruptcy, reorganization, receivership, or any other debt relief granted to Borrower or to any other party. In the event that any Secured Party Lender must rescind or restore any payment received by such Secured Party Lender in satisfaction of Borrower’s Secured Liabilitiesthe Indebtedness, any prior release or discharge from the terms of this Agreement Guaranty given to any Guarantor shall be without effect, and this Agreement Guaranty and Guarantor’s 's obligations and liabilities hereunder shall automatically be renewed or reinstated and shall remain in full force and effect to the same degree and extent as if such a release or discharge was never granted. It is the intention of Secured Parties Lender and Guarantor that Guarantor’s 's obligations and liabilities hereunder shall not be discharged except by Guarantor’s 's full and complete performance of such obligations and liabilities and then only to the extent of such performance.