Common use of Termination; Reinstatement Clause in Contracts

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations (other than unasserted contingent claims for indemnification or expense reimbursement for which no claim has been asserted or demanded) and any other amounts payable under this Guaranty are indefeasibly paid in full in cash and any commitments of Secured Parties or facilities provided by Secured Parties with respect to the Guaranteed Obligations are terminated. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of Borrower or any Guarantor is made, or any Secured Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by Secured Parties in their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not Administrative Agent (for the benefit of Secured Parties) is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of Guarantors under this paragraph shall survive termination of this Guaranty.

Termination; Reinstatement. This Guaranty is a continuing continuing, absolute and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations (other than unasserted contingent claims for indemnification or expense reimbursement for which no claim has been asserted or demanded) and any other amounts payable under this Guaranty are indefeasibly paid in full in cash (other than contingent indemnification obligations that have not yet been asserted) and any commitments of Secured Parties the Lenders and L/C Issuers or facilities provided by Secured Parties the Lenders and L/C Issuers with respect to the Guaranteed Obligations are terminated. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of any Designated Borrower or any the Guarantor is made, or the Administrative Agent, any Secured Party Lender or the L/C Issuer exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by Secured Parties the Administrative Agent, such Lender or the L/C Issuer in their its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Administrative Agent (for Agent, such Lender or the benefit of Secured Parties) L/C Issuer is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of Guarantors the Guarantor under this paragraph shall survive termination of this Guaranty.

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations (other than unasserted contingent claims for indemnification or expense reimbursement for which no claim has been asserted or demanded) and any other amounts payable under this Guaranty are indefeasibly paid in full in cash and any commitments of Secured Parties the Lenders or facilities provided by Secured Parties the Lenders with respect to the Guaranteed Obligations are terminated. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or any the Guarantor is made, or any Secured Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Secured Parties in their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not Administrative the Agent (for the benefit of the Secured Parties) is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of Guarantors the Guarantor under this paragraph shall be revived and this Guaranty reinstated in the event that this Guaranty is terminated prior to the occurrence of the events giving rise to the Guarantor’s obligations under this paragraph and the obligations of the Guarantor under this paragraph shall survive termination of this Guaranty.. Notwithstanding the foregoing, or anything to the contrary contained in this Guaranty, any Guarantor’s obligations hereunder may be terminated and released at any time, including without limitation, at any time prior to the indefeasible payment and performance of all Guaranteed Obligations, in accordance with the terms of Credit Agreement, including without limitation, Section 6.12 and Section 9.12

Termination; Reinstatement. This Guaranty Guarantee is a continuing and irrevocable guaranty Guarantee of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations (other than unasserted contingent claims for indemnification or expense reimbursement for which no claim has been asserted or demanded) and any other amounts payable under this Guaranty Guarantee are indefeasibly paid in full in cash and any commitments of Secured Parties each Guaranteed Party or facilities provided by Secured Parties each Guaranteed Party with respect to the Guaranteed Obligations are terminatedterminated or repaid in full, as applicable (other than, in each case, Guaranteed Obligations in respect of contingent indemnification or expense reimbursement obligations for which no claim has been made). Notwithstanding the foregoing, this Guaranty Guarantee shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or any Subsidiary Guarantor is made, or any Secured Guaranteed Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by Secured Parties any Guaranteed Party in their its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws bankruptcy, insolvency, receivership or similar law or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not Administrative Agent (for the benefit of Secured Parties) any Guaranteed Party is in possession of or has released this Guaranty Guarantee and regardless of any prior revocation, rescission, termination or reduction. The obligations of Guarantors each Subsidiary Guarantor under this paragraph shall survive termination of this GuarantyGuarantee.

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Revolving Credit Commitments are terminated, all Obligations (other than unasserted contingent claims for indemnification or expense reimbursement for which no claim has been asserted or demanded) and any other amounts payable under this Guaranty are indefeasibly paid in full in cash and any commitments of Secured Parties all Letters or facilities provided by Secured Parties with respect Credit have been cancelled, have expired or terminated or have been collateralized to the Guaranteed Obligations are terminatedsatisfaction of the Administrative Agent and the L/C Issuers that issued such Letters of Credit. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or any other Guarantor is made, or any Secured Party of the Creditor Parties exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by Secured any of the Creditor Parties in their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not Administrative Agent (for the benefit of Secured Parties) is Creditor Parties are in possession of or has have released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of the Guarantors under this paragraph shall survive termination of this Guaranty.

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations (other than unasserted contingent claims for indemnification or expense reimbursement for which no claim has been asserted or demanded) and any other amounts payable under this Guaranty are indefeasibly paid in full in cash and any commitments Commitments of Secured Parties the Lenders or facilities provided by Secured the Lender Parties with respect to the Guaranteed Obligations are terminated. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or any Guarantor is made, or any Secured Lender Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by Secured the Lender Parties in their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not Administrative Agent (for the benefit of Secured Parties) any Lender Party is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of Guarantors each Guarantor under this paragraph shall survive termination of this Guaranty.

Termination; Reinstatement. (a) This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all of the Guaranteed Obligations (other than unasserted contingent claims for indemnification or expense reimbursement obligations that survive termination of the Note Documents for which no claim has been asserted or demandedmade) and any other amounts payable under this Guaranty are have been indefeasibly paid and performed in full in cash and any commitments of Secured Parties or facilities provided by Secured Parties with respect to the Guaranteed Obligations are terminatedimmediately available funds. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of Borrower the Company or any a Guarantor is made, or any Secured Party a Holder exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by Secured Parties a Holder in their its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not Administrative Agent (for the benefit of Secured Parties) is Holders are in possession of or has have released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of the Guarantors under this paragraph shall survive termination of this Guaranty. (b) Notwithstanding anything to the contrary contained in this Guaranty, each Guarantor hereby acknowledges and agrees that if at any time any Subsidiary of the Company is released from its obligations as a Guarantor under this Guaranty as a result of a Permitted Subsidiary Guarantor Release and, subsequent to such Permitted Subsidiary Guarantor Release, such Subsidiary provides a Guaranty of, or otherwise becomes an obligor in respect of, any Indebtedness of the Company (other than the Obligations), then, immediately at the time such Subsidiary Guarantees such Indebtedness of the Company or otherwise becomes an obligor in respect thereof, all Obligations of such Subsidiary under this Guaranty (including its guaranty of the Guaranteed Obligations hereunder) shall be automatically revived and reinstated without any action on the part of the Holders, such Subsidiary or any other Person. In connection with any such revival and reinstatement of the obligations of such Subsidiary hereunder, such Subsidiary shall (x) execute such reaffirmations of its obligations hereunder (including reaffirmations of its guaranty of the Guaranteed Obligations) as reasonably requested by the Required Holders and (y) cause all requirements of Section 9.7(a) of the Note Purchase Agreement to be satisfied with respect to such Subsidiary.

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Commitments are terminated, all Obligations (other than unasserted contingent claims for indemnification or expense reimbursement obligations for which no claim has been asserted or demandedmade) and any other amounts payable under this Guaranty are indefeasibly paid in full in cash and any commitments of Secured Parties all Letters or facilities provided by Secured Parties with respect Credit have been cancelled, have expired or terminated or have been collateralized to the Guaranteed Obligations are terminatedsatisfaction of the Administrative Agent and the L/C Issuers. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of any Borrower or any other Guarantor is made, or any Secured Party of the Creditor Parties exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by Secured any of the Creditor Parties in their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not Administrative Agent (for the benefit of Secured Parties) is Creditor Parties are in possession of or has have released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of the Guarantors under this paragraph shall survive termination of this Guaranty.

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Commitments of the Lenders are terminated, no Letter of Credit remains outstanding and the Loans and any other Obligations that are then accrued and payable have been paid in full. At such time as the Loans, the L/C Borrowings and the other Obligations then due and owing shall have been paid in full, the Commitments have been terminated and no Letters of Credit shall be outstanding, this Agreement and all obligations (other than unasserted contingent claims for indemnification those expressly stated to survive termination) of the Guarantor shall terminate, all without delivery of any instrument or expense reimbursement for which no claim has been asserted performance of any act by and party. At the request of the Guarantor following any such termination, the Administrative Agent shall execute such documents as such Guarantor shall reasonably request to evidence such termination. In connection with the sale or demanded) disposition of all of the Capital Stock of any Guarantor permitted under the Credit Agreement, such Guarantor shall be released from its guaranty hereunder, all obligations of such Guarantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party. At the request of the Guarantor in connection with any such sale or other disposition, the Administrative Agent shall execute such documents as such Guarantor shall reasonably request to evidence such release and any other amounts payable under this Guaranty are indefeasibly paid in full in cash and any commitments of Secured Parties or facilities provided by Secured Parties with respect to the Guaranteed Obligations are terminatedtermination. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of any Borrower or any the Guarantor is made, or the Administrative Agent or any Secured Party Lender exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by Secured Parties the Administrative Agent or any Lender in their its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwiseLaws, all as if such payment had not been made or such setoff had not occurred and whether or not the Administrative Agent (for the benefit of Secured Parties) is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of Guarantors the Guarantor under this paragraph shall survive termination of this Guaranty.

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations (other than unasserted contingent claims for indemnification or expense reimbursement for which no claim has been asserted or demanded) and any other amounts payable under this Guaranty are indefeasibly paid in full in cash (other than indemnities and any commitments other contingent obligations not then due and payable and as to which no claim has been made), the Commitments are terminated, and all Letters of Secured Parties Credit have expired or facilities provided by Secured Parties with respect to the Guaranteed Obligations are terminated. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or any Guarantor other Loan Party is made, or any Secured Party of the Administrative Agent, the Lenders, the Issuing Banks or the Swingline Lender exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by Secured Parties any of the Administrative Agent, the Lenders, the Issuing Banks or the Swingline Lender in their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not any of the Administrative Agent (for Agent, the benefit of Secured Parties) is Lenders, the Issuing Banks or the Swingline Lender are in possession of or has have released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of Guarantors the Parent Guarantor under this paragraph Section shall survive termination of this Guaranty.

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations (other than unasserted contingent claims for indemnification or expense reimbursement for which no claim has been asserted or demanded) and any other amounts payable under this Guaranty are indefeasibly paid in full (other than contingent indemnification obligations hereunder for which no claim has been made) in cash and any commitments of the Administrative Agent and each other Secured Parties Party or facilities provided by the Administrative Agent and each other Secured Parties Party with respect to the Guaranteed Obligations are terminated. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or any Guarantor is made, or the Administrative Agent and any other Secured Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent or any other Secured Parties Party in their its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Administrative Agent (for the benefit of or any other Secured Parties) Party is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of Guarantors each Guarantor under this paragraph shall survive termination of this Guaranty.

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations (other than unasserted contingent claims for indemnification or expense reimbursement for which no claim has been asserted or demanded) and any other amounts payable under this Guaranty the Loan Documents are indefeasibly paid in full in cash and cash. If a Guarantor elects to revoke this Guaranty, such revocation shall not become effective until 10 Business Days after Lender receives written notice from such Guarantor revoking this Guaranty. If this Guaranty is revoked by any Guarantor, said revocation shall have no effect on the continuing liability of such Guarantor to guarantee unconditionally the prompt payment of all Obligations which are contracted or incurred prior to the fifth Business Day after receipt of the revocation notice, including any such prior Obligations which are subsequently renewed, modified or extended after such revocation becomes effective, as well as all extensions of credit made after revocation pursuant to any commitments made prior to such revocation. Revocation of Secured Parties or facilities provided this Guaranty by Secured Parties with respect to the Guaranteed Obligations are terminatedany Guarantor shall not relieve any other Guarantor of any liability hereunder. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or any Guarantor is made, or any Secured Party Lender exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by Secured Parties the Lender in their its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws applicable law or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not Administrative Agent (for the benefit of Secured Parties) Lender is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of Guarantors each Guarantor under this paragraph Section shall survive termination of this Guaranty.

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations (other than unasserted contingent claims for indemnification or expense reimbursement for which no claim has been asserted or demanded) and any other amounts payable under this Guaranty are indefeasibly paid in full in cash (other than (i) contingent indemnification obligations as to which no claim has been asserted and (ii) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements either (x) as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made or (y) notice has not been received by the Administrative Agent from the applicable Cash Management Bank or Hedge Bank, as the case may be, that amounts are due and payable under such Secured Cash Management Agreement or Secured Hedge Agreement, as the case may be), the expiration or termination of all Letters of Credit (other than Extended Letters of Credit and any other Letter of Credit the Outstanding Amount of which has been Cash Collateralized or back-stopped by a letter of credit or other credit support in form and substance reasonably satisfactory to the Administrative Agent and the applicable L/C Issuer) and any commitments of each Secured Parties Party or facilities provided by each Secured Parties Party with respect to the Guaranteed Obligations are terminated. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of any Foreign Borrower or any Guarantor is made, or any Secured Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any Secured Parties Party in their its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not Administrative Agent (for the benefit of any Secured Parties) Party is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of Guarantors each Guarantor under this paragraph shall survive termination of this Guaranty.

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations (other than unasserted contingent claims for indemnification or expense reimbursement for which no claim has been asserted or demanded) and any other amounts payable under this Guaranty are indefeasibly paid in full in cash and any commitments of Secured Parties or facilities provided by Secured Parties with respect to the Guaranteed Obligations are terminatedPayment In Full. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or any Guarantor other Loan Party is made, or any of the Administrative Agent, the Lenders, the L/C Issuers, the Swing Line Lender or any other Secured Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any of the Administrative Agent, the Lenders, the L/C Issuers, the Swing Line Lender or any other Secured Parties Party in their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not any of the Administrative Agent (for Agent, the benefit of Lenders, the L/C Issuers, the Swing Line Lender or any other Secured Parties) is Party are in possession of or has have released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of Guarantors the Parent Guarantor under this paragraph Section shall survive termination of this Guaranty.

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations (other than unasserted any contingent claims for indemnification or expense reimbursement for which no claim has been asserted or demandedsimilar contingent obligation not yet due and payable) and any other amounts payable under this Guaranty (other than any contingent indemnification or similar contingent obligation not yet due and payable) are indefeasibly paid in full in cash and any commitments of Secured Parties or facilities provided by Secured Parties the Commitments and the Facilities with respect to the Guaranteed Obligations are terminated. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of Borrower the Borrowers or any Guarantor Holdings is made, or any Secured Party of the Guaranteed Parties exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by Secured any of the Guaranteed Parties in their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not Administrative Agent (for the benefit of Secured Parties) is Guaranteed Parties are in possession of or has have released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The respective obligations of Guarantors Holdings and the US Borrower under this paragraph shall survive termination of this Guaranty.

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations (other than unasserted contingent claims for indemnification or expense reimbursement for which no claim has been asserted or demanded) and any other amounts payable under this Guaranty are indefeasibly paid in full in cash and any commitments of Secured Parties the Agent, Collateral Agent, Documentation Agent, and Lenders or facilities provided by Secured Parties the Agent, Collateral Agent, Documentation Agent, or Lenders with respect to the Guaranteed Obligations are terminated. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of any Borrower or any Guarantor is made, or the Agent, Collateral Agent, Documentation Agent, or any Secured Party Lender exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by Secured Parties the Agent, Collateral Agent, Documentation Agent, or any Lender in their its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws Insolvency Proceeding or otherwise, all as if such payment had not been made or such setoff had not occurred and whether the Agent, Collateral Agent, Documentation Agent, or not Administrative Agent (for the benefit of Secured Parties) any Lender is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of Guarantors Guarantor under this paragraph shall survive termination of this Guaranty.

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations (other than unasserted contingent claims for indemnification or expense reimbursement for which no claim has been asserted or demanded) and any other amounts payable under this Guaranty are indefeasibly paid in full in cash (other than (i) contingent indemnification obligations as to which no claim has been asserted and (ii) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements either (x) as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made or (y) notice has not been received by the Administrative Agent from the applicable Cash Management Bank or Hedge Bank, as the case may be, that amounts are due and payable under such Secured Cash Management Agreement or Secured Hedge Agreement, as the case may be), the expiration or termination of all Letters of Credit (other than Extended Letters of Credit and any other Letter of Credit the Outstanding Amount of which has been Cash Collateralized or back-stopped by a letter of credit or other credit support in form and substance reasonably satisfactory to the Administrative Agent and the applicable L/C Issuer) and any commitments of each Secured Parties Party or facilities provided by each Secured Parties Party with respect to the Guaranteed Obligations are terminated. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of any Borrower or any Guarantor is made, or any Secured Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any Secured Parties Party in their its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not Administrative Agent (for the benefit of any Secured Parties) Party is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of Guarantors each Guarantor under this paragraph shall survive termination of this Guaranty.

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until (a) (i) all Guaranteed Obligations (other than unasserted contingent claims for indemnification or expense reimbursement for which no claim has been asserted or demanded) and any other amounts payable under this Guaranty are indefeasibly paid in full in cash cash; (ii) the Commitments of the Lenders under the Credit Agreement and any commitments of Secured Parties or facilities provided by Secured Parties with respect to the Guaranteed Obligations other Loan Documents are terminated; and (iii) all Letters of Credit have terminated or (b) this Guaranty is released by an instrument in writing signed by the Administrative Agent as provided in the Credit Agreement. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of any Borrower or any Guarantor other Loan Party is made, or any Secured a Guaranteed Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by Secured Parties such Guaranteed Party in their its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not Administrative Agent (for the benefit of Secured Parties) such Guaranteed Party is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of Guarantors the Guarantor under this paragraph shall survive termination of this Guaranty.

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until 91 days following the date upon which all Guaranteed Obligations (other than unasserted contingent claims for indemnification or expense reimbursement for which no claim has been asserted or demanded) and any other amounts payable under this Guaranty are indefeasibly paid in full in cash and any commitments of the Secured Parties or facilities provided by the Secured Parties with respect to the Guaranteed Obligations are terminatedterminated and any Letters of Credit outstanding at such time shall have been cash collateralized in an amount equal to 100% of the Letter of Credit Undrawn Amount on terms reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of Borrower the Borrower, the Guarantor or any Guarantor other guarantor of any of the Senior Secured Obligations is made, or any Secured Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Secured Parties in their discretion) to be repaid to a trustee, receiver receiver, or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not Administrative Agent (for the benefit of Secured Parties) is Parties are in possession of or has have released this Guaranty and regardless of any prior revocation, rescission, termination termination, or reduction. The obligations of Guarantors the Guarantor under this paragraph shall survive termination of this Guaranty.

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations (other than unasserted contingent claims for indemnification or expense reimbursement for which no claim has been asserted or demanded) and any other amounts payable under this Guaranty the Loan Documents are indefeasibly paid in full in cash and the Revolving Commitment is terminated. If a Guarantor elects to revoke this Guaranty, such revocation shall not become effective until 10 Business Days after Lender receives written notice from such Guarantor revoking this Guaranty. If this Guaranty is revoked by any Guarantor, said revocation shall have no effect on the continuing liability of such Guarantor to guarantee unconditionally the prompt payment of all Obligations which are contracted or incurred prior to the fifth Business Day after receipt of the revocation notice, including any such prior Obligations which are subsequently renewed, modified or extended after such revocation becomes effective, as well as all extensions of credit made after revocation pursuant to any commitments made prior to such revocation. Revocation of Secured Parties or facilities provided this Guaranty by Secured Parties with respect to the Guaranteed Obligations are terminatedany Guarantor shall not relieve any other Guarantor of any liability hereunder. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or any Guarantor is made, or any Secured Party Lender exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by Secured Parties the Lender in their its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws applicable law or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not Administrative Agent (for the benefit of Secured Parties) Lender is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of Guarantors each Guarantor under this paragraph Section shall survive termination of this Guaranty.

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Hasbro SA Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Commitments of the Lenders are terminated, no Letter of Credit remains outstanding and the Loans and any other Hasbro SA Obligations that are then accrued and payable have been paid in full. At such time as the Loans, the L/C Borrowings and the other Hasbro SA Obligations then due and owing shall have been paid in full, the Commitments have been terminated and no Letters of Credit shall be outstanding, this Agreement and all obligations (other than unasserted contingent claims for indemnification those expressly stated to survive termination) of the Guarantor shall terminate, all without delivery of any instrument or expense reimbursement for which no claim has been asserted or demanded) performance of any act by and party. At the request of the Guarantor following any other amounts payable under this Guaranty are indefeasibly paid in full in cash and any commitments of Secured Parties or facilities provided by Secured Parties with respect such termination, the Administrative Agent shall execute such documents as such Guarantor shall reasonably request to the Guaranteed Obligations are terminatedevidence such termination. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Designated Borrower or any the Guarantor is made, or the Administrative Agent or any Secured Party Lender exercises its right of setoff, in respect of the Guaranteed Hasbro SA Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by Secured Parties the Administrative Agent or any Lender in their its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwiseLaws, all as if such payment had not been made or such setoff had not occurred and whether or not the Administrative Agent (for the benefit of Secured Parties) is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of Guarantors the Guarantor under this paragraph shall survive termination of this Guaranty.

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations (other than unasserted contingent claims for indemnification or expense reimbursement for which no claim has been asserted or demanded) and any other amounts payable under this Guaranty are indefeasibly paid in full in cash and any commitments of Secured the Lender Parties or facilities provided by Secured the Lender Parties with respect to the Guaranteed Obligations are terminated. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or any the Guarantor is made, or any Secured Lender Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by Secured Parties any Lender Party in their its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not Administrative Agent (for the benefit of Secured Parties) such Lender Party is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of Guarantors the Guarantor under this paragraph shall survive termination of this Guaranty.

Termination; Reinstatement. This (a) Subject to clause (c) below, this Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all the Guaranteed Obligations (other than unasserted contingent claims for indemnification or expense reimbursement for which no claim has been asserted or demandedobligations) and any other amounts payable under this Guaranty are all the obligations of the Guarantor shall have been indefeasibly paid in full in cash and the Commitments terminated. (b) No payment made by the Borrowers, the Guarantor, any commitments other guarantor or any other Person received or collected by the Administrative Agent or any other Credit Party from the Borrowers, the Guarantor, any other guarantor or any other Person by virtue of Secured Parties any action or facilities provided proceeding or any setoff or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by Secured Parties with the Guarantor in respect of the obligations of the Guarantor or any payment received or collected from the Guarantor in respect of the obligations of the Guarantor), remain liable for the obligations of the Guarantor up to the maximum liability of the Guarantor hereunder until the Guaranteed Obligations (other than contingent indemnification obligations) and all the obligations of the Guarantor shall have been indefeasibly paid in full in cash and the Commitments terminated. (c) The Guarantor agrees that, if any payment made by the Borrowers or any other Person applied to the Guaranteed Obligations are terminated. Notwithstanding the foregoingis at any time avoided, this Guaranty shall continue in full force and effect or be revivedannulled, as the case may beset aside, if any payment by or on behalf of Borrower or any Guarantor is maderescinded, or any Secured Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferentialpreferential or otherwise required to be refunded or repaid, set aside or required (including is repaid in whole or in part pursuant to a good faith settlement of a pending or threatened avoidance claim, or the proceeds of any settlement entered into by Secured Parties in their discretion) collateral are required to be repaid refunded by the Administrative Agent or any other Credit Party to a the Borrowers, its estate, trustee, receiver or any other partyPerson, in connection with any proceeding including, without limitation, the Guarantor, under any Debtor Relief Laws applicable law or otherwiseequitable cause, all then, to the extent of such payment or repayment, the Guarantor’s liability hereunder (and any Lien or collateral securing such liability, if any) shall be and remain in full force and effect, as fully as if such payment had not never been made or such setoff had not occurred and whether or not Administrative Agent (for the benefit of Secured Parties) is in possession of or has released made, and, if prior thereto, this Guaranty shall have been canceled or surrendered (and regardless if any Lien or collateral securing the Guarantor’s liability hereunder shall have been released or terminated by virtue of any such cancellation or surrender), this Guaranty (and such Lien or collateral, if any) shall be reinstated in full force and effect, and such prior revocationcancellation or surrender shall not diminish, rescissionrelease, termination discharge, impair or reduction. The otherwise affect the obligations of Guarantors under this paragraph shall survive termination the Guarantor in respect of this Guarantythe amount of such payment (or any Lien or collateral securing such obligation, if any).

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations (other than unasserted contingent claims for indemnification or expense reimbursement for which no claim has been asserted or demanded) and any other amounts payable under this Guaranty are indefeasibly paid in full in cash and any commitments of Secured Parties the Lender or facilities provided by Secured Parties the Lender with respect to the Guaranteed Obligations are terminated. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or any the Guarantor is made, or any Secured Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Secured Parties in their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not Administrative the Agent (for the benefit of the Secured Parties) is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of Guarantors the Guarantor under this paragraph shall survive termination be revived and this Guaranty reinstated in the event that this Guaranty is terminated prior to the occurrence of the events giving rise to the Guarantor’s obligations under this Guarantyparagraph.

Termination; Reinstatement. This Guaranty is a continuing continuing, absolute, unconditional and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all of the Guaranteed Obligations (other than unasserted contingent claims for indemnification or expense reimbursement for which no claim has been asserted or demanded) and any other amounts payable under this Guaranty are have been indefeasibly paid and performed in full in cash immediately available funds, all Commitments are terminated and any commitments of Secured Parties all Letters or facilities provided by Secured Parties with respect Credit have been cancelled, have expired or terminated or have been collateralized to the Guaranteed Obligations are terminatedsatisfaction of the Administrative Agent and the L/C Issuer. In the event that this Guaranty is terminated in accordance with the prior sentence, the Administrative Agent shall execute and deliver to any Guarantor, at such Guarantor’s expense, all documents that such Guarantor shall reasonably request to evidence such termination. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or any a Guarantor is made, or any a Secured Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by a Secured Parties Party in their its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not Administrative Agent (for the benefit of Secured Parties) is Parties are in possession of or has have released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of the Guarantors under this paragraph shall survive termination of this Guaranty.

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations (other than unasserted contingent claims for indemnification or expense reimbursement for which no claim has been asserted or demanded) and any other amounts payable under this Guaranty are indefeasibly paid in full in cash and any commitments of Secured Parties or facilities provided by Secured Parties with respect the Lenders pursuant to the Guaranteed Obligations Loan Documents are terminated; provided that notwithstanding such termination this Guaranty shall remain in effect as to (i) any Guaranteed Obligation that remains outstanding at the time of such termination (including, without limitation, all renewals, compromises, extensions and modifications of such Guaranteed Obligation) and (ii) any indemnity obligations that arise after such termination by reason of any Guaranteed Obligation that was outstanding at or prior to the time of such termination. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of any Borrower or any the Guarantor is made, or the Administrative Agent or any Secured Lender Party exercises its right of setoffsetoff , in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by Secured Parties the Administrative Agent or any Lender Party in their its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Administrative Agent (for the benefit of Secured Parties) is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of Guarantors the Guarantor under this paragraph shall survive termination of this Guaranty.

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under Section 10 of this Guaranty (other than unasserted contingent claims for indemnification or expense reimbursement obligations for which no claim has been asserted or demandedmade) and any other amounts payable under this Guaranty are indefeasibly paid in full in cash and any commitments of Secured Parties the Lenders or facilities provided by other Secured Parties with respect to the Guaranteed Obligations are terminated. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of any Borrower or the Guarantors or any Guarantor other guarantor of any Guaranteed Obligations is made, or any Secured Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any Secured Parties Party in their its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not Administrative Agent (for the benefit of Secured Parties) any Lender is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of the Guarantors under this paragraph shall survive termination of this Guaranty.

Termination; Reinstatement. This (a) Subject to subsection (c) below, this Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all the Guaranteed Obligations and all the obligations of the Subsidiary Guarantors shall have been paid in full and the Commitments terminated. (b) No payment made by any Borrower, any Subsidiary Guarantor, or any other Person received or collected by the Administrative Agent or any Lender from any Borrower, any Subsidiary Guarantor, or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than unasserted contingent claims any payment made by such Subsidiary Guarantor in respect of the obligations of the Subsidiary Guarantors or any payment received or collected from such Subsidiary Guarantor in respect of the obligations of the Subsidiary Guarantors), remain liable for indemnification or expense reimbursement for which no claim has the obligations of the Subsidiary Guarantors up to the maximum liability of such Subsidiary Guarantor hereunder until the Guaranteed Obligations and all the obligations of the Subsidiary Guarantors shall have been asserted or demanded) and any other amounts payable under this Guaranty are indefeasibly paid in full in cash and the Commitments terminated. (c) Each Subsidiary Guarantor agrees that, if any commitments of Secured Parties payment made by any Borrower or facilities provided by Secured Parties with respect any other Person applied to the Guaranteed Obligations are terminated. Notwithstanding the foregoingis at any time annulled, this Guaranty shall continue in full force and effect or be revivedset aside, as the case may berescinded, if any payment by or on behalf of Borrower or any Guarantor is made, or any Secured Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside preferential or otherwise required (including pursuant to be refunded or repaid or the proceeds of any Collateral are required to be refunded by the Administrative Agent or any Lender to any settlement entered into by Secured Parties in their discretion) to be repaid to a Borrower, its estate, trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not Administrative Agent (for the benefit of Secured Parties) is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of Guarantors under this paragraph shall survive termination of this Guaranty.other

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations (other than unasserted contingent claims for indemnification or expense reimbursement for which no claim has been asserted or demanded) and any other amounts payable under this Guaranty are indefeasibly paid in full in cash and any commitments of Secured Parties the Lenders or facilities provided by Secured Parties the Lenders with respect to the Guaranteed Obligations are terminated. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or any the Guarantor is made, or any Secured Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Secured Parties in their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not Administrative the Agent (for the benefit of the Secured Parties) is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of Guarantors the Guarantor under this paragraph shall be revived and this Guaranty reinstated in the event that this Guaranty is terminated prior to the occurrence of the events giving rise to the Guarantor's obligations under this paragraph and the obligations of the Guarantor under this paragraph shall survive termination of this Guaranty.. Notwithstanding the foregoing, or anything to the contrary contained in this Guaranty, any Guarantor's obligations hereunder may be terminated and released at any time, including without limitation, at any time prior to the indefeasible payment and performance of all Guaranteed Obligations, in accordance with the terms of Credit Agreement, including without limitation, Section 6.12 and Section 9.11

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations (other than unasserted contingent claims for indemnification or expense reimbursement for which no claim has been asserted or demanded) and any other amounts payable under this Guaranty are indefeasibly paid in full in cash and any commitments of Secured Parties the Lenders or facilities provided by Secured Parties the Lenders with respect to the Guaranteed Obligations are terminated. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or any the Guarantor is made, or any Secured Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Secured Parties in their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not Administrative the Agent (for the benefit of the Secured Parties) is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of Guarantors the Guarantor under this paragraph shall survive termination be revived and this Guaranty reinstated in the event that this Guaranty is terminated prior to the occurrence of the events giving rise to the Guarantor's obligations under this Guaranty.paragraph and the obligations of the Guarantor

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Loan Document Obligations (other than unasserted any contingent claims for indemnification or expense reimbursement for which no claim has been asserted or demandedsimilar contingent obligation not yet due and payable) and any other amounts payable under this Guaranty (other than any contingent indemnification or similar contingent obligation not yet due and payable) are indefeasibly paid in full in cash and any commitments of Secured Parties or facilities provided by Secured Parties the Commitments and the Facilities with respect to the Guaranteed Loan Document Obligations are terminated. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of Borrower the Borrowers or any Guarantor Holdings is made, or any Secured Party of the Guaranteed Parties exercises its right of setoff, in respect of the Guaranteed Loan Document Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by Secured any of the Guaranteed Parties in their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not Administrative Agent (for the benefit of Secured Parties) is Guaranteed Parties are in possession of or has have released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The respective obligations of Guarantors Holdings and the US Borrower under this paragraph shall survive termination of this Guaranty.

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations (other than unasserted contingent claims for indemnification or expense reimbursement for which no claim has been asserted or demanded) and any other amounts payable under this Guaranty the Loan Documents are indefeasibly paid in full in cash and cash. If the Guarantor elects to revoke this Guaranty, such revocation shall not become effective until 10 Business Days after the Lenders receive written notice from the Guarantor revoking this Guaranty. If this Guaranty is revoked by the Guarantor, said revocation shall have no effect on the continuing liability of the Guarantor to guarantee unconditionally the prompt payment of all Obligations which are contracted or incurred prior to the fifth Business Day after receipt of the revocation notice, including any such prior Obligations which are subsequently renewed, modified or extended after such revocation becomes effective, as well as all extensions of credit made after revocation pursuant to any commitments of Secured Parties or facilities provided by Secured Parties with respect made prior to the Guaranteed Obligations are terminatedsuch revocation. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or any the Guarantor is made, or any Secured Party the Lenders exercises its their right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by Secured Parties the Lender in their its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws applicable law or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not Administrative Agent (for the benefit of Secured Parties) is Lenders are in possession of or has have released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of Guarantors the Guarantor under this paragraph Section shall survive termination of this Guaranty.

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until the earlier of (a) all Guaranteed Obligations (other than unasserted contingent claims for indemnification or expense reimbursement for which no claim has shall have been asserted or demanded) unconditionally and any other amounts payable under this Guaranty are indefeasibly irrevocably paid in full in cash and the Bank shall have no further commitment to make advances under the Amended and Restated Credit Agreement or (b) the Bank is given written notice of the Guarantor's intention to discontinue this Guaranty, notwithstanding any commitments intermediate or temporary payment or settlement of Secured Parties the whole or facilities provided any part of the Guaranteed Obligations. No such notice shall be effective unless received and acknowledged by Secured Parties an officer of the Bank at its head office or at the branch of the Bank where this Guaranty is given. No such notice shall affect any rights of the Bank or of any affiliate hereunder including, without limitation, the rights set forth in Sections 4 and 6, with respect to Guaranteed Obligations incurred prior to the receipt of such notice and not extinguished at such time or Guaranteed Obligations incurred pursuant to any contract or commitment in existence prior to such receipt and not extinguished at such time, and all checks, drafts, notes, instruments (negotiable or otherwise) and writings made by or for the account of the Borrowers and drawn on the Bank or any of its agents purporting to be dated on or before the date of receipt of such notice, although presented to and paid or accepted by the Bank after that date, shall form part of the Guaranteed Obligations are terminatedObligations. Notwithstanding the foregoing, this This Guaranty shall continue in full force and effect to be effective or be revivedreinstated, as the case may benotwithstanding any prior termination or any such notice, if at any time any payment made or value received with respect to a Guaranteed Obligation is rescinded or must otherwise be returned by the Bank upon the insolvency, bankruptcy or on behalf of Borrower or any Guarantor is made, or any Secured Party exercises its right of setoff, in respect reorganization of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidatedBorrowers, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by Secured Parties in their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if though such payment had not been made or such setoff had not occurred and whether or not Administrative Agent (for the benefit of Secured Parties) is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of Guarantors under this paragraph shall survive termination of this Guarantyvalue received.

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations (other than unasserted contingent claims for indemnification or expense reimbursement for which no claim has been asserted or demanded) the Facility Termination Date and any other amounts payable under this Guaranty are indefeasibly paid the payment in full in cash (or other arrangement satisfactory to the applicable Cash Management Bank or Hedge Bank) of all Additional Obligations to the extent then due and any commitments of Secured Parties or facilities provided by Secured Parties with respect to payable; provided, that, if the Facility Termination Date has not yet occurred, (x) the Guaranteed Obligations are terminatedof each Subsidiary Guarantor shall terminate upon the Release Date and (y) on and after the Release Date, the Company and its Restricted Subsidiaries shall no longer be subject to the provisions of Section 6.12. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of Borrower the Borrowers or any a Guarantor is made, or any Secured Party of the Credit Parties exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by Secured any of the Credit Parties in their discretion) to be repaid to a trustee, receiver receiver, examiner or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not Administrative Agent (for the benefit of Secured Parties) is Credit Parties are in possession of or has have released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of Guarantors each Guarantor under this paragraph Section 10.06 shall survive termination of this Guaranty.

Termination; Reinstatement. This Guaranty The guaranty under this Section 11 is a continuing and irrevocable guaranty of all the applicable Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all the Full Payment of the Guaranteed Obligations (other than unasserted contingent claims for indemnification or expense reimbursement for which no claim has been asserted or demanded) and any other amounts payable under this Guaranty are indefeasibly paid in full in cash and any commitments of Secured Parties or facilities provided by Secured Parties with respect to the Guaranteed Obligations are terminatedSection 11. Notwithstanding the foregoing, the guaranty under this Guaranty Section 11 shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of any Borrower or any Guarantor is made, or Agent or any Secured Party Lender exercises its right of setoff, in respect of the applicable Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently 118 invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by Secured Parties Agent or any Lender in their its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws Insolvency Proceeding or otherwise, all as if such payment had not been made or such setoff had not occurred and whether Agent or not Administrative Agent (for the benefit of Secured Parties) any Lender is in possession of or has released this Guaranty the guaranty hereunder and regardless of any prior revocation, rescission, termination or reduction. The obligations of Guarantors each Guarantor under this paragraph Section 11.8 shall survive termination of this Guarantythe guaranty hereunder.

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Guarantied Obligations now or hereafter existing and shall remain in full force and effect with respect to all Guarantied Obligations only until all Guaranteed Obligations (under the Credit Agreement and the other than unasserted contingent claims for indemnification or expense reimbursement for which no claim has been asserted or demanded) Loan Documents and any other amounts payable under this Guaranty are indefeasibly paid in full in cash and any commitments of Secured Parties any Beneficiary or facilities provided by Secured Parties any Beneficiary with respect to the Guaranteed Obligations under the Credit Agreement are terminatedterminated whether or not any obligations of any Designated Borrower under any Lender Swap Contract remain outstanding. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of any Designated Borrower or any the Guarantor is made, or any Secured Party Beneficiary exercises its right of setoff, in respect of the Guaranteed Guarantied Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by Secured Parties such Beneficiary in their its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not Administrative Agent (for the benefit of Secured Parties) Guarantied Party is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of Guarantors under this paragraph shall survive termination of this Guaranty.

Termination; Reinstatement. This (a) Subject to clause (c) below, this Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all the Guaranteed Obligations and all the obligations of the Guarantors (other than, in each case, contingent obligations not then due) shall have been indefeasibly paid in full in cash, the Commitments terminated and the Letters of Credit terminated or expired (or Cash Collateralized). (b) No payment made by the Borrower, any Guarantor, any other guarantor or any other Person received or collected by the Administrative Agent or any other Guaranteed Party from the Borrower, any Guarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Liabilities shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than unasserted contingent claims any payment made by such Guarantor in respect of the obligations of the Guarantors or any payment received or collected from such Guarantor in respect of the obligations of the Guarantors), remain liable for indemnification or expense reimbursement for which no claim has the obligations of the Guarantors up to the maximum liability of such Guarantor hereunder until the Guaranteed Liabilities and all the obligations of the Guarantors shall have been asserted or demanded) and any other amounts payable under this Guaranty are indefeasibly paid in full in cash and any commitments of Secured Parties or facilities provided by Secured Parties with respect to the Guaranteed Obligations are Commitments terminated. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be. (c) Each Guarantor agrees that, if any payment made by or on behalf of the Borrower or any Guarantor is made, or any Secured Party exercises its right of setoff, in respect of other Person applied to the Guaranteed Obligations and such payment or the proceeds of such setoff or Liabilities is at any part thereof is subsequently time avoided, annulled, set aside, rescinded, invalidated, declared to be fraudulent or preferentialpreferential or otherwise required to be refunded or repaid, set aside or required (including is repaid in whole or in part pursuant to a good faith settlement of a pending or threatened avoidance claim, or the proceeds of any settlement entered into by Secured Parties in their discretion) collateral are required to be repaid refunded by the Administrative Agent or any other Guaranteed Party to a the Borrower, its estate, trustee, receiver or any other partyPerson, in connection with including, without limitation, any proceeding Guarantor, under any Debtor Relief Laws Applicable Law or otherwiseequitable cause, all then, to the extent of such payment or repayment, each Guarantor’s liability hereunder (and any Lien or collateral securing such liability) shall be and remain in full force and effect, as fully as if such payment had not never been made or such setoff had not occurred and whether or not Administrative Agent (for the benefit of Secured Parties) is in possession of or has released made, and, if prior thereto, this Guaranty shall have been canceled or surrendered (and regardless if any Lien or collateral securing such Guarantor’s liability hereunder shall have been released or terminated by virtue of any such cancellation or surrender), this Guaranty (and such Lien or collateral) shall be reinstated in full force and effect, and such prior revocationcancellation or surrender shall not diminish, rescissionrelease, termination discharge, impair or reduction. The otherwise affect the obligations of Guarantors under this paragraph shall survive termination such Guarantor in respect of this Guarantythe amount of such payment (or any Lien or collateral securing such obligation).

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all of the Guaranteed Obligations (other than unasserted contingent claims for indemnification or expense reimbursement for which no claim has been asserted or demanded) and any other amounts payable under this Guaranty are have been indefeasibly paid and performed in full in cash and any commitments of Secured Parties or facilities provided by Secured Parties with respect to the Guaranteed Obligations Commitments are terminated. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of Borrower the Borrowers or any a Domestic Subsidiary Guarantor is made, or the Administrative Agent, the L/C Issuer, the Swing Line Lender or any Secured Party Lender exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by Secured Parties the Administrative Agent, the L/C Issuer, the Swing Line Lender or any Lender in their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Administrative Agent (for Agent, the benefit of Secured Parties) L/C Issuer, the Swing Line Lender or any Lender is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of Guarantors each Domestic Subsidiary Guarantor under this paragraph shall survive termination of this Guaranty.

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations (other than unasserted contingent claims for indemnification or expense reimbursement for which no claim has been asserted or demanded) and any other amounts payable under this Guaranty are indefeasibly paid in full in cash (other than contingent obligations as to which no claim has yet been made) and any commitments of Secured Parties the Lender or facilities provided by Secured Parties the Lender with respect to the Guaranteed Obligations are terminated, at which time this Guaranty shall automatically terminate and be released, unless released by the Administrative Agent as set forth in Section 7.12 of the Term Loan Agreement. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or any the Guarantor is made, or the Administrative Agent or any Secured Party other Bank exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by Secured Parties the Administrative Agent or any other Bank in their its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Administrative Agent (for the benefit of Secured Parties) or any other Bank is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of Guarantors the Guarantor under this paragraph shall survive termination of this Guaranty.

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations (other than unasserted contingent claims for indemnification or expense reimbursement for which no claim has been asserted or demanded) and any other amounts payable under this Guaranty are indefeasibly paid in full in cash and any commitments of Secured Parties the Administrative Agent and each other Guaranty Beneficiary or facilities provided by Secured Parties the Administrative Agent and each other Guaranty Beneficiary with respect to the Guaranteed Obligations are terminated. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or any the Guarantor is made, or the Administrative Agent and any Secured Party other Guaranty Beneficiary exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by Secured Parties the Administrative Agent or any other Guaranty Beneficiary in their its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Administrative Agent (for the benefit of Secured Parties) or any other Guaranty Beneficiary is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of Guarantors the Guarantor under this paragraph Section 8 shall survive termination of this Guaranty.

Termination; Reinstatement. This (a) Subject to clause (c) below, this Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all the Guaranty Discharge Date. (b) No payment made by the Company, any Subsidiary Guarantor, or any other Person received or collected by the Trustee or any Holder from the Company, any Subsidiary Guarantor, or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than unasserted contingent claims any payment made by such Subsidiary Guarantor in respect of the obligations of the Subsidiary Guarantors or any payment received or collected from such Subsidiary Guarantor in respect of the obligations of the Subsidiary Guarantors), remain liable for indemnification the obligations of the Subsidiary Guarantors up to the maximum liability of such Subsidiary Guarantor hereunder until the Guaranty Discharge Date. (c) Each Subsidiary Guarantor agrees that, if any payment made by the Company or expense reimbursement for which no claim has been asserted or demanded) and any other amounts payable under this Guaranty are indefeasibly paid in full in cash and any commitments of Secured Parties or facilities provided by Secured Parties with respect Person applied to the Guaranteed Obligations are terminated. Notwithstanding the foregoingis at any time annulled, this Guaranty shall continue in full force and effect or be revivedset aside, as the case may berescinded, if any payment by or on behalf of Borrower or any Guarantor is made, or any Secured Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside preferential or otherwise required (including to be refunded or repaid or is repaid in whole or in part pursuant to any a good faith settlement entered into by Secured Parties of a pending or threatened claim, then, to the extent of such payment or repayment, each Subsidiary Guarantor’s liability hereunder shall be and remain in their discretion) to be repaid to a trusteefull force and effect, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as fully as if such payment had not never been made or such setoff had not occurred and whether or not Administrative Agent (for the benefit of Secured Parties) is in possession of or has released made, and, if prior thereto, this Guaranty shall have been canceled or surrendered, this Guaranty shall be reinstated in full force and regardless of any effect, and such prior revocationcancellation or surrender shall not diminish, rescissionrelease, termination discharge, impair or reduction. The otherwise affect the obligations of Guarantors under this paragraph shall survive termination such Subsidiary Guarantor in respect of this Guarantythe amount of such payment.

Termination; Reinstatement. This Borrower Guaranty is a continuing and irrevocable guaranty of all Guaranteed payment on the GO Bond Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed payment GO Bond Obligations (other than unasserted contingent claims for indemnification or expense reimbursement for which no claim has been asserted or demanded) and any other amounts payable under this Guaranty are indefeasibly paid in full in cash and any commitments of Secured Parties or facilities provided by Secured Parties the GO Bond Term Facilities with respect to the Guaranteed payment GO Bond Obligations are terminated. Notwithstanding the foregoing, this Borrower Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the GO Bond Issuer or the Borrower or any Guarantor is made, or any Secured Party of the Lender Parties exercises its right of setoff, in respect of the Guaranteed payment GO Bond Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by Secured any of the Lender Parties in their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not Administrative Agent (for the benefit of Secured Parties) is Lender Parties are in possession of or has have released this Borrower Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of Guarantors the Borrower under this paragraph shall survive termination of this Borrower Guaranty.

Termination; Reinstatement. (a) This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all of the Guaranteed Obligations (other than unasserted contingent claims for indemnification or expense reimbursement obligations that survive termination of the Loan Documents for which no claim has been asserted or demandedmade) and any other amounts payable under this Guaranty are have been indefeasibly paid and performed in full in cash immediately available funds, all Commitments are terminated and any commitments of Secured Parties all Letters or facilities provided by Secured Parties with respect Credit have been cancelled or collateralized to the Guaranteed Obligations are terminatedsatisfaction of the Administrative Agent and the L/C Issuer. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or any a Guarantor is made, or any Secured a Creditor Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by Secured Parties a Creditor Party in their its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not Administrative Agent (for the benefit of Secured Parties) is Creditor Parties are in possession of or has have released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of the Guarantors under this paragraph shall survive termination of this Guaranty. (b) Notwithstanding anything to the contrary contained in this Guaranty, each Guarantor hereby acknowledges and agrees that if at any time any Subsidiary of the Borrower is released from its obligations as a Guarantor under this Guaranty as a result of a Permitted Subsidiary Guarantor Release and, subsequent to such Permitted Subsidiary Guarantor Release, such Subsidiary provides a Guarantee of, or otherwise becomes an obligor in respect of, any Indebtedness of the Borrower (other than the Obligations), then, immediately at the time such Subsidiary Guarantees such Indebtedness of the Borrower or otherwise becomes an obligor in respect thereof, all obligations of such Subsidiary under this Guaranty (including its guaranty of the Guaranteed Obligations hereunder) shall be automatically revived and reinstated without any action on the part of the Administrative Agent, such Subsidiary or any other Person. In connection with any such revival and reinstatement of the obligations of such Subsidiary hereunder, such Subsidiary shall (x) execute such reaffirmations of its obligations hereunder (including reaffirmations of its guaranty of the Guaranteed Obligations) as reasonably requested by the Administrative Agent and (y) cause all requirements of Section 6.12 of the Credit Agreement to be satisfied with respect to such Subsidiary.

Termination; Reinstatement. (a) This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all of the Guaranteed Obligations (other than unasserted contingent claims for indemnification or expense reimbursement obligations that survive termination of the Loan Documents for which no claim has been asserted or demandedmade) and any other amounts payable under this Guaranty are have been indefeasibly paid and performed in full in cash immediately available funds, all Commitments are terminated and any commitments of Secured Parties all Letters or facilities provided by Secured Parties with respect Credit have been cancelled or collateralized to the Guaranteed Obligations are terminatedsatisfaction of the Administrative Agent and the applicable L/C Issuers. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or any a Guarantor is made, or any Secured a Creditor Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by Secured Parties a Creditor Party in their its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not Administrative Agent (for the benefit of Secured Parties) is Creditor Parties are in possession of or has have released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of the Guarantors under this paragraph shall survive termination of this Guaranty. (b) Notwithstanding anything to the contrary contained in this Guaranty, each Guarantor hereby acknowledges and agrees that if at any time any Subsidiary of the Borrower is released from its obligations as a Guarantor under this Guaranty and, subsequent to such release, such Subsidiary is a borrower or guarantor of, or otherwise has a payment obligation in respect of, any Indebtedness for borrowed money that constitutes Recourse Indebtedness (other than Indebtedness permitted under Section 7.02(b) of the Credit Agreement), then, immediately at the time such Subsidiary becomes such an obligor, all obligations of such Subsidiary under this Guaranty (including its guaranty of the Guaranteed Obligations hereunder) shall be automatically revived and reinstated without any action on the part of the Administrative Agent, such Subsidiary or any other Person. In connection with any such revival and reinstatement of the obligations of such Subsidiary hereunder, such Subsidiary shall (x) execute such reaffirmations of its obligations hereunder (including reaffirmations of its guaranty of the Guaranteed Obligations) as reasonably requested by the Administrative Agent and (y) cause all requirements of Section 6.12 of the Credit Agreement to be satisfied with respect to such Subsidiary.

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until Payment in Full. Upon Payment in Full, this Guaranty shall automatically terminate and Lender will upon request from Guarantors, at the Guarantors’ sole expense, execute and deliver to the Guarantors such documents to evidence such termination. At the request and sole expense of the Borrower, a Guarantor shall be released from its obligations hereunder in the event that all Guaranteed Obligations the equity interests of such Guarantor are sold, transferred or otherwise disposed of in a transaction permitted by the Term Loan Agreement; provided that the Borrower shall have delivered to the Lender, at least ten Business Days (or such shorter period reasonably acceptable to the Lender) prior to the date of the proposed release, a written request for release identifying the relevant Guarantor and the terms of the sale or other than unasserted contingent claims for indemnification or expense reimbursement for which no claim has been asserted or demanded) disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Borrower stating that such transaction is in compliance with the Term Loan Agreement and the other amounts payable under this Guaranty are indefeasibly paid in full in cash and any commitments of Secured Parties or facilities provided by Secured Parties with respect to the Guaranteed Obligations are terminatedLoan Documents. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or any Guarantor is made, or any Secured Party exercises its the Guaranteed Parties exercise their right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by Secured the Guaranteed Parties in their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not Administrative Agent (for the benefit of Secured Parties) is Guaranteed Parties are in possession of or has have released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of Guarantors each Guarantor under this paragraph shall survive termination of this Guaranty.

Termination; Reinstatement. This Borrower Guaranty is a continuing and irrevocable guaranty of all Guaranteed Guarantor Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations (other than unasserted contingent claims for indemnification or expense reimbursement obligations for which no claim has been asserted or demandedasserted) and any other amounts payable under this Guaranty are indefeasibly paid in full in cash and any commitments the Commitments of Secured Parties or facilities provided by Secured Parties with respect to the Guaranteed Obligations Lenders are terminated. Notwithstanding the foregoing, this Borrower Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or any the Guarantor is made, or the Administrative Agent or any other Secured Party exercises its right of setoff, in respect of the Guaranteed Guarantor Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent or any other Secured Parties Party in their its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Administrative Agent (for the benefit of Secured Parties) is in possession of or has released this Borrower Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of Guarantors the Borrower under this paragraph shall survive termination of this Borrower Guaranty.

Termination; Reinstatement. (a) This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all of the Guaranteed Obligations (other than unasserted contingent claims for indemnification or expense reimbursement obligations that survive termination of the Loan Documents for which no claim has been asserted or demandedmade) and any other amounts payable under this Guaranty are have been indefeasibly paid and performed in full in cash immediately available funds and any commitments of Secured Parties or facilities provided by Secured Parties with respect to the Guaranteed Obligations all Commitments are terminated. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or any a Guarantor is made, or any Secured a Creditor Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by Secured Parties a Creditor Party in their its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not Administrative Agent (for the benefit of Secured Parties) is Creditor Parties are in possession of or has have released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of the Guarantors under this paragraph shall survive termination of this Guaranty. (b) Notwithstanding anything to the contrary contained in this Guaranty, each Guarantor hereby acknowledges and agrees that if at any time any Subsidiary of the Borrower is released from its obligations as a Guarantor under this Guaranty and, subsequent to such release, such Subsidiary is a borrower or guarantor of, or otherwise has a payment obligation in respect of, any Indebtedness for borrowed money that constitutes Recourse Indebtedness (other than Indebtedness permitted under Section 7.02(b) of the Term Loan Agreement) then, immediately at the time such Subsidiary becomes such an obligor, all obligations of such Subsidiary under this Guaranty (including its guaranty of the Guaranteed Obligations hereunder) shall be automatically revived and reinstated without any action on the part of the Administrative Agent, such Subsidiary or any other Person. In connection with any such revival and reinstatement of the obligations of such Subsidiary hereunder, such Subsidiary shall (x) execute such reaffirmations of its obligations hereunder (including reaffirmations of its guaranty of the Guaranteed Obligations) as reasonably requested by the Administrative Agent and (y) cause all requirements of Section 6.12 of the Term Loan Agreement to be satisfied with respect to such Subsidiary.

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations (other than unasserted contingent claims for indemnification or expense reimbursement for which no claim has been asserted or demanded) and any other amounts payable under this Guaranty are indefeasibly paid in full in cash and any commitments of Secured Parties or facilities provided by the Secured Parties with respect to the Guaranteed Obligations are terminated; provided that notwithstanding such termination this Guaranty shall remain in effect as to (i) any Guaranteed Obligation that remains outstanding at the time of such termination (including, without limitation, all renewals, compromises, extensions and modifications of such Guaranteed Obligation) and (ii) any indemnity obligations that arise after such termination by reason of any Guaranteed Obligation that was outstanding at or prior to the time of such termination. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or any the Guarantor is made, or any Secured Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by a Secured Parties Party in their its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not Administrative Agent (for the benefit of such Secured Parties) Party is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of Guarantors each Guarantor under this paragraph shall survive termination of this Guaranty.

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all the earlier of: (i) the Obligations are paid in full or otherwise satisfied (including by the conversion in full of the Guaranteed Obligations Notes) (other than unasserted contingent claims for indemnification indemnity obligations), and not subject to any recapture or expense reimbursement for which preference in bankruptcy or similar proceedings, and the Guaranteed Parties have no claim has been asserted further commitment to extend credit to the Company or demanded(ii) the Guaranteed Parties are given written notice of the Guarantor’s intention to discontinue this Guaranty, notwithstanding any intermediate or temporary payment or settlement of the whole or any part of the Obligations. No such notice under (ii) above shall be effective against a Guaranteed Party unless received and any other amounts payable under this Guaranty are indefeasibly paid acknowledged by an officer of a Guaranteed Party. Without limiting the generality of the foregoing sentence, the Guarantor will be released from all liability hereunder concurrently with either the repayment in full of all amounts owed under the Guaranteed Notes or the conversion in cash and full of the Guaranteed Notes. No notice under (ii) above shall affect any commitments rights of Secured Parties a Guaranteed Party or facilities provided by Secured Parties of any affiliate hereunder with respect to the Guaranteed any Obligations are terminatedincurred prior to such notice. Notwithstanding the foregoing, this This Guaranty shall continue in full force and effect to be effective or be revivedreinstated, as the case may benotwithstanding any notice or termination, if at any time any payment made or value received with respect to an Obligation is rescinded or must otherwise be returned by a Guaranteed Party upon the insolvency, bankruptcy or on behalf of Borrower or any Guarantor is made, or any Secured Party exercises its right of setoff, in respect reorganization of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidatedCompany, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by Secured Parties in their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if though such payment had not been made or such setoff had not occurred and whether or not Administrative Agent (for the benefit of Secured Parties) is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of Guarantors under this paragraph shall survive termination of this Guarantyvalue received.

Termination; Reinstatement. This Borrower Guaranty is a continuing and irrevocable guaranty of all Guaranteed Subsidiary Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations (other than unasserted contingent claims for indemnification or expense reimbursement obligations for which no claim has been asserted or demandedasserted) and any other amounts payable under this Guaranty are indefeasibly paid in full in cash and any commitments the Commitments of Secured Parties or facilities provided by Secured Parties with respect to the Guaranteed Obligations Lenders are terminated. Notwithstanding the foregoing, this Borrower Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of Borrower the Borrower, any Guarantor or any Guarantor Foreign Swap Obligor is made, or the Administrative Agent or any other Secured Party exercises its right of setoff, in respect of the Guaranteed Subsidiary Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent or any other Secured Parties Party in their its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Administrative Agent (for the benefit of Secured Parties) is in possession of or has released this Borrower Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of Guarantors the Borrower under this paragraph shall survive termination of this Borrower Guaranty.

Termination; Reinstatement. (a) This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all of the Guaranteed Obligations (other than unasserted contingent claims for indemnification or expense reimbursement obligations that survive termination of the Note Documents for which no claim has been asserted or demandedmade) and any other amounts payable under this Guaranty are have been indefeasibly paid and performed in full in cash and any commitments of Secured Parties or facilities provided by Secured Parties with respect to the Guaranteed Obligations are terminatedimmediately available funds. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of Borrower the Company or any a Guarantor is made, or any Secured Party a Holder exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by Secured Parties a Holder in their its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not Administrative Agent (for the benefit of Secured Parties) is Holders are in possession of or has have released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of the Guarantors under this paragraph shall survive termination of this Guaranty. (b) Notwithstanding anything to the contrary contained in this Guaranty, each Guarantor hereby acknowledges and agrees that if at any time any Subsidiary of the Company is released from its obligations as a Guarantor under this Guaranty in accordance with Section 9.7(b) of the Note Purchase Agreement, such Subsidiary is required to become a Guarantor pursuant to Section 9.7(a) of the Note Purchase Agreement, then, immediately at the time such Subsidiary is so required to become a Guarantor, all Obligations of such Subsidiary under this Guaranty (including its guaranty of the Guaranteed Obligations hereunder) shall be automatically revived and reinstated without any action on the part of the Holders, such Subsidiary or any other Person. In connection with any such revival and reinstatement of the obligations of such Subsidiary hereunder, such Subsidiary shall (x) execute such reaffirmations of its obligations hereunder (including reaffirmations of its guaranty of the Guaranteed Obligations) as reasonably requested by the Required Holders and (y) cause all requirements of Section 9.7(a) of the Note Purchase Agreement to be satisfied with respect to such Subsidiary.

Termination; Reinstatement. This Guaranty is a continuing continuing, absolute, unconditional and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations (other than unasserted contingent claims for indemnification or expense reimbursement for which no claim has been asserted or demanded) and any other amounts payable under this Guaranty are indefeasibly paid in full in cash and any commitments of Secured Parties or facilities provided by Secured Parties the Commitments and the Facilities with respect to the Guaranteed Obligations are terminated. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or any Guarantor is made, or any Secured Party of the Creditor Parties exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by Secured any of the Creditor Parties in their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not Administrative Agent (for the benefit of Secured Parties) is Creditor Parties are in possession of or has have released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of the Guarantors under this paragraph shall survive termination of this Guaranty. Notwithstanding anything to the contrary contained herein, if at any time after the Investment Grade Permitted Release, any Subsidiary that is a Direct Owner or Indirect Owner of an Unencumbered Eligible Property that has been released from its obligations as a Guarantor under this Guaranty provides a Guarantee of any Indebtedness of the Borrower (any such Guarantee being referred to herein as an “Indebtedness Incurrence”), then the Borrower shall immediately notify the Administrative Agent thereof and at the time of such Indebtedness Incurrence, all obligations of such Subsidiary under this Guaranty (including its guaranty of the Guaranteed Obligations hereunder) shall be revived and reinstated automatically without any action on the part of the Administrative Agent, such Subsidiary or any other Person. In connection with any such revival and reinstatement of the obligations of such Subsidiary hereunder, such Subsidiary shall (x) execute such reaffirmations of its obligations hereunder (including reaffirmations of its guaranty of the Guaranteed Obligations) as reasonably requested by the Administrative Agent and (y) cause all requirements of Section 6.12 to be satisfied with respect to such Subsidiary.

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations (other than unasserted contingent claims for indemnification or expense reimbursement for which no claim has been asserted or demanded) and any other amounts payable under this Guaranty are indefeasibly paid in full in cash and any commitments of Secured Parties the Agent, Collateral Agent, Documentation Agent, and Lenders or facilities provided by Secured Parties the Agent, Collateral Agent, Documentation Agent, or Lenders with respect to the Guaranteed Obligations are terminated. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of any Borrower or any Guarantor is made, or the Agent, Collateral Agent, Documentation Agent, or any Secured Party Lender exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by Secured Parties the Agent, Collateral Agent, Documentation Agent, or any Lender in their its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws Insolvency Proceeding or otherwise, all as if such payment had not been made or such setoff had not occurred and whether the Agent, Collateral Agent, Documentation Agent, or not Administrative Agent (for the benefit of Secured Parties) any Lender is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of Guarantors each Guarantor under this paragraph shall survive termination of this Guaranty.

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations (other than unasserted contingent claims for indemnification or expense reimbursement for which no claim has been asserted or demanded) and any other amounts payable under this Guaranty are indefeasibly paid in full in cash (other than contingent indemnification obligations as to which no claim has been asserted) and any commitments of Secured Parties or facilities provided by Secured Parties each Lender Party with respect to the Guaranteed Obligations are terminated; provided, that, upon the release of any Guarantor in accordance with Section 11.22, the guarantee provided by such Guarantor hereunder shall be released. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of Borrower the Company or any Guarantor is made, or any Secured Lender Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by Secured Parties any Lender Party in their its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not Administrative Agent (for the benefit of Secured Parties) any Lender Party is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of Guarantors each Guarantor under this paragraph shall survive termination of this Guaranty.

Termination; Reinstatement. This (a) Subject to clause (c) below, this Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all the Guaranteed Obligations (other than unasserted contingent claims for indemnification or and expense reimbursement obligations for which no claim has been asserted or demandedmade) and any other amounts payable under this Guaranty are indefeasibly all the obligations of the Guarantors shall have been paid in full and the Commitments terminated. (b) No payment made by the Borrower, any Guarantor, or any other Person received or collected by the Administrative Agent or any other Secured Party from the Borrower, any Guarantor, or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in cash reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the obligations of the Guarantors or any payment received or collected from such Guarantor in respect of the obligations of the Guarantors), remain liable for the obligations of the Guarantors up to the maximum liability of such Guarantor hereunder until the Guaranteed Obligations (other than contingent and expense reimbursement obligations for which no claim has been made) shall have been paid in full and the Commitments terminated. (c) Each Guarantor agrees that, if any commitments of Secured Parties payment made by the Borrower or facilities provided by Secured Parties with respect any other Person applied to the Guaranteed Obligations are terminated. Notwithstanding the foregoingis at any time annulled, this Guaranty shall continue in full force and effect or be revivedset aside, as the case may berescinded, if any payment by or on behalf of Borrower or any Guarantor is made, or any Secured Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferentialpreferential or otherwise required to be refunded or repaid, set aside or required (including is repaid in whole or in part pursuant to a good faith settlement of a pending or threatened claim, or the proceeds of any settlement entered into by Secured Parties in their discretion) Collateral are required to be repaid refunded by the Administrative Agent or any other Secured Party to a the Borrower, its estate, trustee, receiver or any other partyPerson, in connection with including, without limitation, any proceeding Guarantor, under any Debtor Relief Laws Applicable Law or otherwiseequitable cause, all then, to the extent of such payment or repayment, each Guarantor’s liability hereunder (and any Lien or Collateral securing such liability) shall be and remain in full force and effect, as fully as if such payment had not never been made or such setoff had not occurred and whether or not Administrative Agent (for the benefit of Secured Parties) is in possession of or has released made, and, if prior thereto, this Guaranty shall have been canceled or surrendered (and regardless if any Lien or Collateral securing such Guarantor’s liability hereunder shall have been released or terminated by virtue of any such cancellation or surrender), this Guaranty (and such Lien or Collateral) shall be reinstated in full force and effect, and such prior revocationcancellation or surrender shall not diminish, rescissionrelease, termination discharge, impair or reduction. The otherwise affect the obligations of Guarantors under this paragraph shall survive termination such Guarantor in respect of this Guarantythe amount of such payment (or any Lien or Collateral securing such obligation).

Termination; Reinstatement. This (a) The term of this Guaranty is a continuing and irrevocable guaranty of all Guaranteed continuous until the earlier of: (i) the date on which the Obligations now have been performed or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations (other than unasserted contingent claims for indemnification or expense reimbursement for which no claim has been asserted or demanded) and any other amounts payable under this Guaranty are indefeasibly paid in full in cash or (ii) with regard to future transactions, the date on which Guarantor provides Beneficiary with written notice of such termination, and any commitments of Secured Parties such termination shall become effective no earlier than sixty (60) calendar days from the date Beneficiary receives such written notice from Guarantor. Unless otherwise agreed in writing by Beneficiary, no such notice or facilities provided by Secured Parties with respect termination shall release Guarantor from any liability as to any amount or performance that is at the Guaranteed Obligations are terminated. time owing under the Agreement. (b) Notwithstanding the foregoingprovisions of Paragraph 4(a) hereof, this Guaranty shall be reinstated if at any time following the termination of this Guaranty under Paragraph 4(a) hereof, any payment by Guarantor under this Guaranty or pursuant hereto is rescinded or must otherwise be returned by the Beneficiary or other person upon the insolvency, bankruptcy, reorganization, dissolution or liquidation of Principal, Guarantor or otherwise, and is so rescinded or returned to the party or parties making such payment, all as though such payment had not been made. Such period of reinstatement shall continue until satisfaction of the conditions contained in, and shall continue to be subject to, the provisions of Paragraphs 4(a) hereof. If all or any portion of the Obligations are paid by Principal, the obligations of Guarantor hereunder shall continue and remain in full force and effect or be revivedreinstated, as the case may be, if any payment by or on behalf of Borrower or any Guarantor is made, or any Secured Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff event that all or any part thereof is subsequently invalidatedof such payment(s) are rescinded or recovered directly or indirectly from Beneficiary as a preference, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by Secured Parties in their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws transfer or otherwise, and any such payments which are so rescinded or recovered shall constitute Obligations for all as if such payment had not been made or such setoff had not occurred and whether or not Administrative Agent (for the benefit of Secured Parties) is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of Guarantors purposes under this paragraph shall survive termination of this Guaranty.

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all of the Guaranteed Obligations (other than unasserted contingent claims for indemnification or expense reimbursement obligations that survive termination of the Loan Documents for which no claim has been asserted or demandedmade) and any other amounts payable under this Guaranty are have been indefeasibly paid and performed in full in cash immediately available funds, all Commitments are terminated and any commitments all Letters of Secured Parties Credit have been cancelled or facilities provided by Secured Parties with respect collateralized to the Guaranteed Obligations are terminatedsatisfaction of the Administrative Agent and the applicable L/C Issuers. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or any a Guarantor is made, or any Secured a Creditor Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by Secured Parties a Creditor Party in their its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not Administrative Agent (for the benefit of Secured Parties) is Creditor Parties are in possession of or has have released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of the Guarantors under this paragraph shall survive termination of this Guaranty.

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations (other than unasserted contingent claims for indemnification or expense reimbursement for liabilities and Cash Management Liabilities and Swap Liabilities as to which no claim has been asserted or demandedasserted) and any other amounts payable under this Guaranty are indefeasibly paid in full in cash (or, in the case of Letter of Credit Outstandings not then due and any commitments owing, have been Cash Collateralized in an amount equal to 103% of Secured Parties or facilities provided by Secured Parties such Letter of Credit Outstandings, on terms and pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and each applicable L/C Issuer) and the Commitments and this Agreement with respect to the Guaranteed Obligations are terminated. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of Borrower the Borrower, the Parent or any Guarantor other Loan Party is made, or any of the Secured Party Parties exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any of the Secured Parties in their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not Administrative Agent (for the benefit of Secured Parties) is Parties are in possession of or has have released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of Guarantors the Parent under this paragraph shall survive termination of this Guaranty.

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Hasbro SA Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Commitments of the Lenders are terminated, no Letter of Credit remains outstanding and the Loans and any other Hasbro SA Obligations that are then accrued and payable have been paid in full. At such time as the Loans, the L/C Borrowings and the other Hasbro SA Obligations then due and owing shall have been paid in full, the Commitments have been terminated and no Letters of Credit shall be outstanding, this Agreement and all obligations (other than unasserted contingent claims for indemnification those expressly stated to survive termination) of the Guarantor shall terminate, all without delivery of any instrument or expense reimbursement for which no claim has been asserted or demanded) performance of any act by and party. At the request of the Guarantor following any other amounts payable under this Guaranty are indefeasibly paid in full in cash and any commitments of Secured Parties or facilities provided by Secured Parties with respect such termination, the Administrative Agent shall execute such documents as such Guarantor shall reasonably request to the Guaranteed Obligations are terminatedevidence such termination. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Designated Borrower or any the Guarantor is made, or the Administrative Agent or any Secured Party Lender exercises its right of setoffset off, in respect of the Guaranteed Hasbro SA Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by Secured Parties the Administrative Agent or any Lender in their its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwiseLaws, all as if such payment had not been made or such setoff had not occurred and whether or not the Administrative Agent (for the benefit of Secured Parties) is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of Guarantors the Guarantor under this paragraph shall survive termination of this Guaranty.

Termination; Reinstatement. (i) This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations (other than unasserted contingent claims for indemnification or expense reimbursement for which no claim has been asserted or demanded) and any other amounts payable under this Guaranty are indefeasibly paid in full in cash and any commitments of Secured Parties or facilities provided by Secured Parties with respect to the Guaranteed Obligations are terminatedcash. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of Borrower the Issuer or any Guarantor is made, or any Secured Party the Noteholder exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by Secured Parties the Noteholder in their its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws Law or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not Administrative Agent (for the benefit of Secured Parties) Noteholder is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of Guarantors each Guarantor under this paragraph shall survive termination of this Guaranty. (ii) Notwithstanding Section 8(e)(i) above, if any Guarantor ceases to be a co-borrower or a guarantor of the obligations under the Credit Agreement pursuant to the terms thereof, such Guarantor shall be automatically released from its Guaranty without any further action from the Noteholder.

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until the earlier of (a) the date on which all Guaranteed Obligations (other than unasserted contingent claims for indemnification or expense reimbursement for which no claim has been asserted or demanded) Commitments of the Lenders are terminated and the Advances and any other amounts Obligations that are then accrued and payable under this Guaranty are have been indefeasibly paid in full in cash and any commitments of Secured Parties or facilities provided by Secured Parties cash, (b) with respect to any individual Guarantor, the Guaranteed Obligations are terminateddate on which such Guarantor ceases to be a Subsidiary of the Company as a result of a transaction permitted under the Credit Agreement and (c) with respect to any individual Guarantor, the date on which the Company ceases to guarantee any Neptune Debt of such Guarantor (such earlier date, the “Release Date”). Upon the occurrence of the Release Date with respect to any Guarantor, this Guaranty and all obligations (other than those expressly stated to survive termination) of such Guarantor (but not of any other Guarantor for which the Release Date has not occurred) shall terminate, all without delivery of any instrument or performance of any act by and party. At the request of any such Guarantor following any such termination, the Agent shall execute such documents as such Guarantor shall reasonably request to evidence such termination. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of any Borrower or any the Guarantor is made, or the Agent or any Secured Party Lender exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by Secured Parties the Agent orany Lender in their its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwiseLaws, all as if such payment had not been made or such setoff had not occurred and whether or not Administrative the Agent (for the benefit of Secured Parties) is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of Guarantors the Guarantor under the immediately preceding sentence of this paragraph shall survive termination of this Guaranty.

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations (other than unasserted contingent claims for indemnification or expense reimbursement for which no claim has been asserted or demanded) and any other amounts payable under this Guaranty are indefeasibly paid in full in cash and any commitments of Secured Parties the Lenders or facilities provided by Secured Parties the Lenders with respect to the Guaranteed Obligations are terminated. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or any the Guarantor is made, or any Secured Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Secured Parties in their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not Administrative the Agent (for the benefit of the Secured Parties) is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of Guarantors the Guarantor under this paragraph shall be revived and this Guaranty reinstated in the event that this Guaranty is terminated prior to the occurrence of the events giving rise to the Guarantor's obligations under this paragraph and the obligations of the Guarantor under this paragraph shall survive termination of this Guaranty.. Notwithstanding the foregoing, or anything to the contrary contained in this Guaranty, any Guarantor's obligations hereunder may be terminated and released at any time, including without limitation, at any time prior to the indefeasible payment and performance of all Guaranteed Obligations, in accordance with the

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations (other than unasserted contingent claims for indemnification or expense reimbursement for which no claim has been asserted or demanded) and any other amounts payable under this Guaranty are indefeasibly paid in full in cash and any commitments of Secured Parties or facilities provided by Secured Parties with respect the Lenders pursuant to the Guaranteed Obligations Loan Documents are terminated; provided that notwithstanding such termination this Guaranty shall remain in effect as to (i) any Guaranteed Obligation that remains outstanding at the time of such termination (including, without limitation, all renewals, compromises, extensions and modifications of such Guaranteed Obligation) and (ii) any indemnity obligations that arise after such termination by reason of any Guaranteed Obligation that was outstanding at or prior to the time of such termination. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of any Borrower or any Guarantor is made, or the Administrative Agent or any Secured Lender Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by Secured Parties the Administrative Agent or any Lender Party in their its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Administrative Agent (for the benefit of Secured Parties) is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of Guarantors each Guarantor under this paragraph shall survive termination of this Guaranty.

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations (other than unasserted contingent claims for indemnification or expense reimbursement for which no claim has been asserted or demanded) and any other amounts payable under this Guaranty are indefeasibly paid in full in cash immediately available funds, all Letters of Credit have expired, terminated or been Cash Collateralized and any commitments the Revolving Commitments of Secured Parties or facilities provided by Secured the Lender Parties with respect to the Guaranteed Obligations are terminated. Upon the fulfillment of the preceding sentence, this Guaranty shall immediately, automatically terminate without any further action whatsoever. The Administrative Agent shall execute and deliver any instrument or document, make any filing, or take any action reasonably requested by the Borrower or such Subsidiary to effect or evidence any such release at the Borrower’s sole cost and expense. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or any Guarantor is made, or any Secured Guaranteed Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by Secured Parties a Guaranteed Party in their its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not Administrative Agent (for the benefit of Secured Parties) any Guaranteed Party is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of Guarantors each Guarantor under this paragraph shall survive termination of this Guaranty.

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under Section 10 of this Guaranty (other than unasserted contingent claims for indemnification or expense reimbursement obligations for which no claim has been asserted or demandedmade) and any other amounts payable under this Guaranty are indefeasibly paid in full in cash and any commitments of Secured Parties the Lenders or facilities provided by other Secured Parties with respect to the Guaranteed Obligations are terminated. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of any Borrower or the Guarantor or any Guarantor other guarantor of any Guaranteed Obligations is made, or any Secured Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any Secured Parties Party in their its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not Administrative Agent (for the benefit of Secured Parties) any Lender is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of Guarantors the Guarantor under this paragraph shall survive termination of this Guaranty.

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations (other than unasserted (x) contingent claims for indemnification or expense reimbursement for obligations, (y) Obligations under any Guaranteed Cash Management Agreement as to which no claim has arrangements satisfactory to the applicable Cash Management Bank have been asserted or demandedmade, and (z) Obligations under any Guaranteed Hedge Agreement as to which arrangements satisfactory to the applicable Hedge Bank have been made) and any other amounts payable under this Guaranty are indefeasibly paid in full in cash and any commitments of Secured Parties or facilities provided by Secured Parties cash, the Commitments with respect to the Guaranteed Obligations are terminated and all Letters of Credit (other than Letters of Credit, if any, as to which other arrangements satisfactory to the Administrative Agent and the L/C Issuer shall have been made) have expired or terminated. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or any other Loan Party or the Guarantor is made, or any Secured Party of the Guaranteed Parties exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by Secured any of the Guaranteed Parties in their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not Administrative Agent (for the benefit of Secured Parties) is Guaranteed Parties are in possession of or has have released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of Guarantors the Guarantor under this paragraph shall survive termination of this Guaranty.

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations (other than unasserted contingent claims for indemnification or expense reimbursement for which no claim has been asserted or demanded) and any other amounts payable under this Guaranty are indefeasibly paid in full in cash and any commitments of Secured the Lender Parties or facilities provided by Secured the Lender Parties with respect to the Guaranteed Obligations are terminated; provided that notwithstanding such termination this Guaranty shall remain in effect as to any indemnity obligations that arise after such termination by reason of any Guaranteed Obligation that was outstanding at or prior to the time of such termination. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or any the Guarantor is made, or any Secured Lender Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by Secured Parties any Lender Party in their its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not Administrative Agent (for the benefit of Secured Parties) such Lender Party is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of Guarantors the Guarantor under this paragraph shall survive termination of this Guaranty.

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations (other than unasserted contingent claims for indemnification or expense reimbursement for which no claim has been asserted or demanded) and any other amounts payable under this Guaranty are indefeasibly paid in full in cash (other than contingent liabilities that survive termination of the Loan Documents and the Secured Hedge Agreements) and any commitments of Secured the Credit Parties or facilities provided by Secured the Credit Parties with respect to the Guaranteed Obligations are terminated. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or any Guarantor is made, or any Secured Party exercises its the Credit Parties exercise their right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by Secured the Credit Parties in their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not Administrative Agent (for the benefit of Secured Parties) is Credit Parties are in possession of or has have released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of Guarantors each Guarantor under this paragraph shall survive termination of this Guaranty. Section 7. NO SUBROGRATION. No Guarantor shall exercise any right of subrogation, contribution, or similar rights with respect to any payments it makes under this Guaranty until all of the Guaranteed Obligations and any amounts payable under this Guaranty are paid and performed in full (other than contingent liabilities that survive termination of the Loan Documents and the Secured Hedge Agreements) and any commitments of the Credit Parties or facilities provided by the Credit Parties with respect to the Guaranteed Obligations are terminated. If any amounts are paid to any Guarantor in violation of the foregoing limitation, then such amounts shall be held in trust for the benefit of the Credit Parties and shall forthwith be paid to Administrative Agent, for the benefit of the Credit Parties, to reduce the amount of the Guaranteed Obligations, whether matured or unmatured. Section 8.

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until the earlier of (a) the date upon which all Guaranteed Obligations (other than unasserted contingent claims for indemnification or expense reimbursement for which no claim has been asserted or demanded) and any other amounts payable under this Guaranty are indefeasibly paid in full in cash and any commitments of all Commitments are terminated, and (b) the delivery by OpCo to the Secured Parties of the OpCo Financials in accordance with Section 6.04 of the Second Amended and Restated Credit Agreement (the earlier to occur of (a) or facilities provided by Secured Parties with respect (b) being referred to herein as the Guaranteed Obligations are terminated“Termination Date”). Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of Borrower any Loan Party or any the Guarantor is made, or any of the Secured Party Parties exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any of the Secured Parties in their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws debtor relief laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not Administrative Agent (for the benefit of Secured Parties) is Parties are in possession of or has have released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of Guarantors the Guarantor under this paragraph shall survive termination of this Guaranty.

Termination; Reinstatement. (a) This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations (other than unasserted contingent claims for indemnification or expense reimbursement for which no claim has been asserted or demanded) and any other amounts payable under this Guaranty are indefeasibly paid in full in cash and any commitments of Secured Parties or facilities provided by Secured Parties the Notes and this Agreement with respect to the Guaranteed Obligations are terminated. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of Borrower the Company or any Guarantor other Note Party is made, or any of the Secured Party Parties exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any of the Secured Parties in their its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws Law or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not Administrative Agent (for the benefit of Secured Parties) is Parties are in possession of or has have released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of Guarantors each Guarantor under this paragraph shall survive termination of this Guaranty. (b) Each of the holders irrevocably consents, at the request of the Company, at any time that no Default or Event of Default shall have occurred and be continuing, (i) to release ASHUSA Inc. and ASUSHI Inc. from its Guarantee with respect to the Notes, and (ii) to take such actions and execute and deliver such documents and instruments as may be reasonably requested in writing by the Company or such Guarantor to give effect to the release specified in the foregoing clause (i); provided that the releases and actions described in the aforementioned items (i) and (ii) are done only for the purposes of consummating the Permitted Reorganization and solely to the extent that substantially concurrently with the consummation of such Permitted Reorganization, NewCo becomes a Guarantor and the Company delivers to the holders and the Collateral Agent documentation required under Section 9.7 with respect to NewCo and following such release, the such release, ASHUSA Inc. and ASUSHI Inc. Guarantee no other Material Credit Facility.

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations (other than unasserted (i) contingent claims for indemnification or expense reimbursement obligations for which no claim has been asserted asserted, (ii) Obligations under any Secured Cash Management Agreement, Secured Hedge Agreement or demandedCash Pooling Arrangement or (iii) and any other amounts payable L/C Obligations for which the Outstanding Amount related thereto has been Cash Collateralized in the manner set forth in the Credit Agreement, back-stopped by a letter of credit reasonably satisfactory to the L/C Issuer or deemed reissued under this Guaranty another agreement reasonably satisfactory to the L/C Issuer) are indefeasibly paid in full in cash and any commitments of Secured Parties or facilities provided by Secured Parties the Lenders with respect to the Guaranteed Obligations are terminated. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of any Designated Borrower or any the Guarantor is made, or the Administrative Agent or any other Secured Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent or any other Secured Parties Party in their its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Administrative Agent (for the benefit of Secured Parties) is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of Guarantors the Guarantor under this paragraph shall survive termination of this Guaranty.

Termination; Reinstatement. This (a) Subject to clause (c) below, this Holdings Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all the Guaranteed Obligations (other than unasserted (i) any contingent claims for indemnification or expense reimbursement for which no claim has been asserted or demandedobligations not yet due and (ii) the Specified Obligations) and any other amounts payable all the obligations of Holdings under this Holdings Guaranty are shall have been indefeasibly paid in full in cash and the Revolving Credit Commitments are terminated. (b) No payment made by Holdings, the Borrower, any commitments Subsidiary Guarantor, any other guarantor or any other Person received or collected by the Administrative Agent or any Secured Party from Holdings, the Borrower, any Subsidiary Guarantor, any other guarantor or any other Person by virtue of Secured Parties any action or facilities provided proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of Holdings hereunder which shall, notwithstanding any such payment (other than any payment made by Secured Parties with Holdings in respect of the obligations of Holdings or any payment received or collected from Holdings in respect of the obligations of Holdings), remain liable for the obligations of Holdings up to the maximum liability of Holdings hereunder until the Guaranteed Obligations (other than (i) any contingent indemnification obligations not yet due and (ii) the Specified Obligations) and all the obligations of Holdings shall have been indefeasibly paid in full in cash and the Revolving Credit Commitments are terminated. (c) Notwithstanding anything to the contrary contained in this Holdings Guaranty, Holdings agrees that, if any payment made by Holdings, the Borrower, any Subsidiary Guarantor or any other Person applied to the Guaranteed Obligations are terminated. Notwithstanding the foregoingis at any time avoided, this Guaranty shall continue in full force and effect or be revivedannulled, as the case may beset aside, if any payment by or on behalf of Borrower or any Guarantor is maderescinded, or any Secured Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferentialpreferential or otherwise required to be refunded or repaid, set aside or required (including is repaid in whole or in part pursuant to a good faith settlement of a pending or threatened avoidance claim, or the proceeds of any settlement entered into by Secured Parties in their discretion) Collateral are required to be repaid refunded by the Administrative Agent or any Secured Party to a the Borrower, its estate, trustee, receiver or any other partyPerson, in connection with including, without limitation, Holdings or any proceeding Subsidiary Guarantor, under any Debtor Relief Laws Applicable Law or otherwiseequitable cause, all then, to the extent of such payment or repayment, Holdings’ liability hereunder (and any Lien or Collateral securing such liability) shall be and remain in full force and effect, as fully as if such payment had never been made, and, if prior thereto, this Holdings Guaranty shall have been terminated, canceled or surrendered (and if any Lien or Collateral securing Holdings’ liability hereunder shall have been released or terminated by virtue of such cancellation or surrender), this Holdings Guaranty (and such Lien or Collateral) shall be reinstated in full force and effect, and such prior cancellation or surrender shall not been made diminish, release, discharge, impair or such setoff had not occurred and whether or not Administrative Agent (for otherwise affect the benefit of Secured Parties) is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of Guarantors under this paragraph shall survive termination Holdings in respect of this Guarantythe amount of such payment (or any Lien or Collateral securing such obligation).

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until the earlier of: (a) all Guaranteed Obligations (other than unasserted (i) contingent claims for indemnification or expense reimbursement obligations for which no claim has been asserted asserted, (ii) Obligations under any Secured Cash Management Agreement, Secured Hedge Agreement or demandedCash Pooling Arrangement or (iii) and any other amounts payable L/C Obligations for which the Outstanding Amount related thereto has been Cash Collateralized in the manner set forth in the Credit Agreement, back-stopped by a letter of credit reasonably satisfactory to the L/C Issuer or deemed reissued under this Guaranty another agreement reasonably satisfactory to the L/C Issuer) are indefeasibly paid in full in cash and any commitments of Secured Parties or facilities provided by Secured Parties the Lenders with respect to the Guaranteed Obligations are terminated; and (b) the Specified U.S. Guarantor shall cease to exist as a result of the Restructuring. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of Borrower the Borrowers or any the Specified U.S. Guarantor is made, or the Administrative Agent or any other Secured Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent or any other Secured Parties Party in their its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Administrative Agent (for the benefit of Secured Parties) is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of Guarantors the Specified U.S. Guarantor under this paragraph shall survive termination of this Guaranty.

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until (and shall terminate once) all amounts owing to the Lender and the Secured Parties on account of the Guaranteed Obligations (other than unasserted (a) contingent claims for indemnification obligations and (b) obligations and liabilities under Secured Cash Management Agreements or expense reimbursement for Secured Hedge Agreements as to which no claim has arrangements satisfactory to the Lender shall have been asserted or demandedmade) and any other amounts payable under this Guaranty are indefeasibly paid in full in cash and any commitments of Secured Parties or facilities provided by Secured Parties with respect to the Guaranteed Obligations Commitments are terminated. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or any Guarantor is made, or any a Secured Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by a Secured Parties Party in their its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not Administrative Agent (for the benefit of Secured Parties) is Parties are in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of Guarantors each Guarantor under this paragraph shall survive termination of this Guaranty.

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until the earlier of (a) the date on which all Guaranteed Obligations (other than unasserted contingent claims for indemnification or expense reimbursement for which no claim has been asserted or demanded) Commitments of the Lenders are terminated and the Advances and any other amounts Obligations that are then accrued and payable under this Guaranty are have been indefeasibly paid in full in cash and any commitments of Secured Parties or facilities provided by Secured Parties cash, (b) with respect to any individual Guarantor, the Guaranteed Obligations are terminateddate on which such Guarantor ceases to be a Subsidiary of the Borrower as a result of a transaction permitted under the Credit Agreement and (c) with respect to any individual Guarantor, the date on which the Borrower ceases to guarantee any Neptune Debt of such Guarantor (such earlier date, the “Release Date”). Upon the occurrence of the Release Date with respect to any Guarantor, this Guaranty and all obligations (other than those expressly stated to survive termination) of such Guarantor (but not of any other Guarantor for which the Release Date has not occurred) shall terminate, all without delivery of any instrument or performance of any act by and party. At the request of any such Guarantor following any such termination, the Agent shall execute such documents as such Guarantor shall reasonably request to evidence such termination. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or any the Guarantor is made, or the Agent or any Secured Party Lender exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by Secured Parties the Agent orany Lender in their its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwiseLaws, all as if such payment had not been made or such setoff had not occurred and whether or not Administrative the Agent (for the benefit of Secured Parties) is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of Guarantors the Guarantor under the immediately preceding sentence of this paragraph shall survive termination of this Guaranty.

Termination; Reinstatement. This (a) Subject to clause (c) below, this Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed the Obligations and all the Obligations of the Guarantors shall have been paid in full and the Commitments terminated. (b) No payment made by the Borrower, any Guarantors, or any other Person received or collected by the Administrative Agent or any Lender from and Borrower, any Guarantor, or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than unasserted contingent claims any payment made by such Guarantor in respect of the Obligations of the Guarantors or any payment received or collected from such Guarantor in respect of the Obligations of the Guarantors), remain liable for indemnification or expense reimbursement for which no claim has the Obligations of the Guarantors up to the maximum liability of such Guarantor hereunder until the Obligations and all the Obligations of the Guarantors shall have been asserted or demanded) and any other amounts payable under this Guaranty are indefeasibly paid in full in cash and any commitments of Secured Parties or facilities provided by Secured Parties with respect to the Guaranteed Obligations are Commitments terminated. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be. (c) Each Guarantor agrees that, if any payment made by or on behalf of the Borrower or any Guarantor other Person applied to the Obligations is madeat any time annulled, or any Secured Party exercises its right of setoffset aside, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently rescinded, invalidated, declared to be fraudulent or preferential, set aside preferential or otherwise required (including pursuant to any settlement entered into by Secured Parties in their discretion) to be refunded or repaid or the proceeds of any collateral are required to a be refunded by the Administrative Agent or any Lender to the Borrower, its estate, trustee, receiver or any other party, in connection with including, without limitation, any proceeding Guarantor, under any Debtor Relief Laws applicable Law or otherwiseequitable cause, all then, to the extent of such payment or repayment, each Guarantor's liability hereunder (and any Lien securing such liability) shall be and remain in full force and effect, as fully as if such payment had not never been made or such setoff had not occurred and whether or not Administrative Agent (for the benefit of Secured Parties) is in possession of or has released made, and, if prior thereto, this Guaranty shall have been canceled or surrendered (and regardless if any Lien or collateral securing such Guarantor's liability hereunder shall have been released or terminated by virtue of any such cancellation or surrender), this Guaranty (and such Lien) shall be reinstated in full force and effect, and such prior revocationcancellation or surrender shall not diminish, rescissionrelease, termination discharge, impair or reduction. The otherwise affect the obligations of Guarantors under this paragraph shall survive termination such Guarantor in respect of this Guarantythe amount of such payment (or any Lien securing such obligation).

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations (other than unasserted contingent claims for indemnification or expense reimbursement for which no claim has been asserted or demanded) and any other amounts payable under this Guaranty Guaranty, in each case, other than contingent obligations (it being acknowledged for this purpose that obligations under a Hedge Agreement or a Cash Management Agreement are indefeasibly not contingent liabilities) that survive payment in full of all principal, interest and fees under this Agreement are paid in full in cash and any commitments of Secured Parties or facilities provided by Secured Parties the Commitments and the Facilities with respect to the Guaranteed Obligations are terminated, whereupon this guaranty shall terminate automatically without further action required whatsoever. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or any Guarantor is made, or any Secured Party of the Agents, the L/C Issuers, the Hedge Banks, the Cash Management Banks and the Lenders exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by Secured Parties any of the Agents, the L/C Issuers, the Hedge Banks, the Cash Management Banks and the Lenders in their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not Administrative Agent (for the benefit of Secured Parties) is Agents, the L/C Issuers, the Hedge Banks, the Cash Management Banks and the Lenders are in possession of or has have released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of the Guarantors under this paragraph shall survive termination of this Guaranty.

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Loan Document Obligations (other than unasserted any contingent claims for indemnification or expense reimbursement for which no claim has been asserted or demandedsimilar contingent obligation not yet due and payable) and any other amounts payable under this Guaranty (other than any contingent indemnification or similar contingent obligation not yet due and payable) are indefeasibly paid in full in cash and any commitments of Secured Parties or facilities provided by Secured Parties the Commitments and the Facilities with respect to the Guaranteed Loan Document Obligations are terminated. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of a Borrower or any Guarantor is made, or any Secured Guaranteed Party exercises its right of setoff, in respect of the Guaranteed Loan Document Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by Secured Parties any Guaranteed Party in their its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not Administrative Agent (for the benefit of Secured Parties) any Guaranteed Party is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of Guarantors each Guarantor under this paragraph shall survive termination of this Guaranty.

Termination; Reinstatement. This Guaranty is a continuing continuing, absolute, unconditional and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations (other than unasserted contingent claims for indemnification or expense reimbursement for which no claim has been asserted or demanded) and any other amounts payable under this Guaranty are indefeasibly paid in full in cash and any commitments of Secured Parties or facilities provided by Secured Parties the Commitments and the Facilities with respect to the Guaranteed Obligations are terminated. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or any Guarantor is made, or any Secured Party of the Creditor Parties exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by Secured any of the Creditor Parties in their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not Administrative Agent (for the benefit of Secured Parties) is Creditor Parties are in possession of or has have released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of the Guarantors under this paragraph shall survive termination of this Guaranty. Notwithstanding anything to the contrary contained herein, if at any time any Subsidiary is released from its obligations as a Guarantor under this Guaranty as a result of an Investment Grade Permitted Release with respect to such Subsidiary and, subsequent to such Investment Grade Permitted Release, such Subsidiary provides a Guarantee of, or otherwise incurs, any Indebtedness of the type described in clause (a) of such definition that is not Secured Indebtedness (including, without limitation and for the avoidance of doubt, Indebtedness (other than Secured Indebtedness) that is incurred under or in connection with notes or bonds issued in a Rule 144A Transaction) (any such Guarantee or other incurrence of Indebtedness being referred to herein as an “Unsecured Indebtedness Incurrence”), then the Company shall immediately notify the Administrative Agent thereof and at the time of such Unsecured Indebtedness Incurrence, all obligations of such Subsidiary under this Guaranty (including its guaranty of the Guaranteed Obligations hereunder) shall be automatically revived and reinstated without any action on the part of the Administrative Agent, such Subsidiary or any other Person. In connection with any such revival and reinstatement of the obligations of such Subsidiary hereunder, such Subsidiary shall (x) execute such reaffirmations of its obligations hereunder (including reaffirmations of its guaranty of the Guaranteed Obligations) as reasonably requested by the Administrative Agent and (y) cause all requirements of Section 6.12 to satisfied with respect to such Subsidiary.

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations (other than unasserted contingent claims for indemnification or expense reimbursement for which no claim has been asserted or demanded) and any other amounts payable under this Guaranty are indefeasibly paid in full in cash (other than (i) contingent indemnification obligations as to which no claim has been asserted and (ii) obligations and liabilities under Lender Cash Management Agreements and Lender Hedge Agreements either (x) as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made or (y) notice has not been received by the Administrative Agent from the applicable Cash Management Bank or Hedge Bank, as the case may be, that amounts are due and payable under such Lender Cash Management Agreement or Lender Hedge Agreement, as the case may be) and any commitments of Secured Parties or facilities provided by Secured Parties each Lender Party with respect to the Guaranteed Obligations are terminated; provided, that, upon the release of any Guarantor in accordance with Section 11.22, the guarantee provided by such Guarantor hereunder shall be released. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of Borrower the Company or any Guarantor is made, or any Secured Lender Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by Secured Parties any Lender Party in their its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not Administrative Agent (for the benefit of Secured Parties) any Lender Party is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of Guarantors each Guarantor under this paragraph shall survive termination of this Guaranty.

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations (other than unasserted contingent claims for indemnification or expense reimbursement for which no claim has been asserted or demanded) and any other amounts payable under this Guaranty are indefeasibly paid in full in cash and any commitments of Secured Parties the Lenders or facilities provided by Secured Parties the Lenders with respect to the Guaranteed Obligations are terminated. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or any the Guarantor is made, or any Secured Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Secured Parties in their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not Administrative the Agent (for the benefit of the Secured Parties) is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of Guarantors the Guarantor under this paragraph shall be revived and this Guaranty reinstated in the event that this Guaranty is terminated prior to the occurrence of the events giving rise to the Guarantor’s obligations under this paragraph and the obligations of the Guarantor under this paragraph shall survive termination of this Guaranty. Notwithstanding the foregoing, or anything to the contrary contained in this Guaranty, any Guarantor’s obligations hereunder may be terminated and released at any time, including without limitation, at any time prior to the indefeasible payment and performance of all Guaranteed Obligations, in accordance with the terms of Credit Agreement, including without limitation, Section 6.12 and Section 9.10 thereof.

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and (a) Subject to clause (c) below, this Agreement shall remain in full force and effect until all Guaranteed Obligations (other than unasserted contingent claims for indemnification or expense reimbursement for which no claim has been asserted or demanded) and any other amounts payable under this Guaranty are indefeasibly paid the Payment in full in cash and any commitments of Secured Parties or facilities provided by Secured Parties with respect to the Guaranteed Obligations are terminated. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of Borrower or any Guarantor is made, or any Secured Party exercises its right of setoff, in respect Full of the Guaranteed Obligations and the termination of the Commitments. (b) No payment made by any Borrower, the Guarantor, any other guarantor or any other Person received or collected by the Administrative Agent or any other Secured Party from the Borrower, the Guarantor, any other guarantor or any other Person by virtue of any action or proceeding or any setoff or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantor hereunder which shall, notwithstanding any such payment or (other than any payment made by the proceeds Guarantor in respect of such setoff the obligations of the Guarantor or any part thereof payment received or collected from the Guarantor in respect of the obligations of the Guarantor), remain liable for the obligations of the Guarantor up to the maximum liability of the Guarantor hereunder until the Payment in Full of the Guaranteed Obligations and the termination of the Commitments. (c) The Guarantor agrees that, if any payment made by any Borrower or any other Person applied to the Guaranteed Obligations is subsequently at any time avoided, annulled, set aside, rescinded, invalidated, declared to be fraudulent or preferentialpreferential or otherwise required to be refunded or repaid, set aside or required (including is repaid in whole or in part pursuant to a good faith settlement of a pending or threatened avoidance claim, or the proceeds of any settlement entered into by Secured Parties in their discretion) Collateral are required to be repaid refunded by the Administrative Agent or any other Secured Party to a the Borrower, its estate, trustee, receiver or any other partyPerson, in connection with any proceeding including, without limitation, the Guarantor, under any Debtor Relief Laws Applicable Law or otherwiseequitable cause, all then, to the extent of such payment or repayment, the Guarantor’s liability hereunder (and any Lien or Collateral securing such liability) shall be and remain in full force and effect, as fully as if such payment had never been made, and, if prior thereto, this Agreement shall have been canceled or surrendered (and if any Lien or Collateral securing the Guarantor’s liability hereunder shall have been released or terminated by virtue of such cancellation or surrender), this Agreement (and such Lien or Collateral) shall be reinstated in full force and effect, and such prior cancellation or surrender shall not been made diminish, release, discharge, impair or such setoff had not occurred and whether or not Administrative Agent (for otherwise affect the benefit of Secured Parties) is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of Guarantors under this paragraph shall survive termination the Guarantor in respect of this Guarantythe amount of such payment (or any Lien or Collateral securing such obligation).

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations (other than unasserted contingent claims for indemnification or expense reimbursement for which no claim has been asserted or demanded) and any other amounts payable under this Guaranty are indefeasibly paid in full in cash (other than indemnities and any commitments other contingent obligations not then due and payable and as to which no claim has been made), the Commitments are terminated, and all Letters of Secured Parties Credit have expired or facilities provided by Secured Parties with respect to the Guaranteed Obligations are terminated. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or any Guarantor other Loan Party is made, or any of the Administrative Agent, the Lenders, the L/C Issuers, the Swing Line Lender or any other Secured Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any of the Administrative Agent, the Lenders, the L/C Issuers, the Swing Line Lender or any other Secured Parties Party in their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not any of the Administrative Agent (for Agent, the benefit of Lenders, the L/C Issuers, the Swing Line Lender or any other Secured Parties) is Party are in possession of or has have released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of Guarantors the Parent Guarantor under this paragraph Section shall survive termination of this Guaranty.

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations (other than unasserted (i) contingent claims for indemnification or expense reimbursement obligations for which no claim has been asserted asserted, (ii) Obligations under any Secured Cash Management Agreement, Secured Hedge Agreement or demandedCash Pooling Arrangement or (iii) and any other amounts payable L/C Obligations for which the Outstanding Amount related thereto has been Cash Collateralized in the manner set forth in the Credit Agreement, back-stopped by a letter of credit reasonably satisfactory to the L/C Issuer or deemed reissued under this Guaranty another agreement reasonably satisfactory to the L/C Issuer) are indefeasibly paid in full in cash and any commitments of Secured Parties or facilities provided by Secured Parties the Lenders with respect to the Guaranteed Obligations are terminated. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of any Designated Borrower or any the Foreign Guarantor is made, or the Administrative Agent or any other Secured Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent or any other Secured Parties Party in their its discretion) to be repaid to a trustee, receiver, interim receiver, receiver and manager or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Administrative Agent (for the benefit of Secured Parties) is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of Guarantors the Foreign Guarantor under this paragraph shall survive termination of this Guaranty.

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations (other than unasserted contingent claims for indemnification or expense reimbursement for which no claim has been asserted or demanded) and any other amounts payable under this Guaranty are indefeasibly paid in full in cash and any commitments of Secured Parties performed in full, all Commitments and Facilities have been terminated, and all Letters or facilities provided by Secured Parties with respect Credit have been cancelled, have expired or terminated or have been collateralized to the Guaranteed Obligations are terminatedsatisfaction of the Administrative Agent and the L/C Issuers that issued such Letters of Credit. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or any other Guarantor is made, or any Secured Party of the Creditor Parties exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by Secured any of the Creditor Parties in their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not Administrative Agent (for the benefit of Secured Parties) is Creditor Parties are in possession of or has have released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of the Guarantors under this paragraph shall survive termination of this Guaranty.. 127

Termination; Reinstatement. This (a) Subject to clause (c) below, this Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all the Secured Obligations and all the obligations of the Guarantors (other than, in each case, contingent obligations not then due) shall have been indefeasibly paid in full in cash, the Commitments terminated and the Letters of Credit terminated or expired (or Cash Collateralized). (b) No payment made by the Borrower, any Guarantor, any other guarantor or any other Person received or collected by the Administrative Agent or any other Secured Party from the Borrower, any Guarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations Liabilities shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than unasserted contingent claims any payment made by such Guarantor in respect of the obligations of the Guarantors or any payment received or collected from such Guarantor in respect of the obligations of the Guarantors), remain liable for indemnification or expense reimbursement for which no claim has the obligations of the Guarantors up to the maximum liability of such Guarantor hereunder until the Guaranteed Liabilities and all the obligations of the Guarantors shall have been asserted or demanded) and any other amounts payable under this Guaranty are indefeasibly paid in full in cash and any commitments of Secured Parties or facilities provided by Secured Parties with respect to the Guaranteed Obligations are Commitments terminated. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be. (c) Each Guarantor agrees that, if any payment made by or on behalf of the Borrower or any Guarantor is made, or any Secured Party exercises its right of setoff, in respect of other Person applied to the Guaranteed Obligations and such payment or the proceeds of such setoff or Liabilities is at any part thereof is subsequently time avoided, annulled, set aside, rescinded, invalidated, declared to be fraudulent or preferentialpreferential or otherwise required to be refunded or repaid, set aside or required (including is repaid in whole or in part pursuant to a good faith settlement of a pending or threatened avoidance claim, or the proceeds of any settlement entered into by Secured Parties in their discretion) Collateral are required to be repaid refunded by the Administrative Agent or any other Secured Party to a the Borrower, its estate, trustee, receiver or any other partyPerson, in connection with including, without limitation, any proceeding Guarantor, under any Debtor Relief Laws Applicable Law or otherwiseequitable cause, all then, to the extent of such payment or repayment, each Guarantor’s liability hereunder (and any Lien or Collateral securing such liability) shall be and remain in full force and effect, as fully as if such payment had not never been made or such setoff had not occurred and whether or not Administrative Agent (for the benefit of Secured Parties) is in possession of or has released made, and, if prior thereto, this Guaranty shall have been canceled or surrendered (and regardless if any Lien or Collateral securing such Guarantor’s liability hereunder shall have been released or terminated by virtue of any such cancellation or surrender), this Guaranty (and such Lien or Collateral) shall be reinstated in full force and effect, and such prior revocationcancellation or surrender shall not diminish, rescissionrelease, termination discharge, impair or reduction. The otherwise affect the obligations of Guarantors under this paragraph shall survive termination such Guarantor in respect of this Guarantythe amount of such payment (or any Lien or Collateral securing such obligation).

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations (other than unasserted contingent claims for indemnification or expense reimbursement for which no claim has been asserted or demanded) and any other amounts payable under this Guaranty are indefeasibly paid in full in cash (other than (i) contingent indemnification obligations as to which no claim has been asserted and (ii) obligations and liabilities under Lender Cash Management Agreements and Lender Hedge Agreements either (x) as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made or (y) notice has not been received by the Administrative Agent from the applicable Cash Management Bank or Hedge Bank, as the case may be, that amounts are due and payable under such Lender Cash Management Agreement or Lender Hedge Agreement, as the case may be) and any commitments of Secured Parties or facilities provided by Secured Parties each Lender Party with respect to the Guaranteed Obligations are terminated. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or any Guarantor is made, or any Secured Lender Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by Secured Parties any Lender Party in their its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not Administrative Agent (for the benefit of Secured Parties) any Lender Party is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of Guarantors each Guarantor under this paragraph shall survive termination of this Guaranty.

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations (other than unasserted (i) contingent claims for indemnification or expense reimbursement obligations for which no claim has been asserted asserted, (ii) Obligations under any Secured Cash Management Agreement, Secured Hedge Agreement or demandedCash Pooling Arrangement or (iii) and any other amounts payable L/C Obligations for which the Outstanding Amount related thereto has been Cash Collateralized in the manner set forth in the Credit Agreement, back-stopped by a letter of credit reasonably satisfactory to the L/C Issuer or deemed reissued under this Guaranty another agreement reasonably satisfactory to the L/C Issuer) are indefeasibly paid in full in cash and any commitments of Secured Parties or facilities provided by Secured Parties the Lenders with respect to the Guaranteed Obligations are terminated. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of Borrower the Borrowers or any the U.S. Guarantor is made, or the Administrative Agent or any other Secured Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent or any other Secured Parties Party in their its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Administrative Agent (for the benefit of Secured Parties) is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of Guarantors the U.S. Guarantor under this paragraph shall survive termination of this Guaranty.

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and (a) Subject to clause (c) below, this Agreement shall remain in full force and effect until all Guaranteed Obligations (other than unasserted contingent claims for indemnification or expense reimbursement for which no claim has been asserted or demanded) and any other amounts payable under this Guaranty are indefeasibly paid the payment in full in cash and any commitments of Secured Parties or facilities provided by Secured Parties with respect to the Guaranteed Obligations are terminated. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of Borrower or any Guarantor is made, or any Secured Party exercises its right of setoff, in respect of the Guaranteed Obligations and the termination of the Commitments. (b) No payment made by the Borrower, any Guarantor, any other guarantor or any other Person received or collected by the Collateral Agent or any other Secured Party from the Borrower, any Guarantor, any other guarantor or any other Person by virtue of any action or proceeding or any setoff or appropriation or application at any time, or from time to time, in reduction of, or in payment of, the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the obligations of the Guarantors or any payment received or collected from such Guarantor in respect of the proceeds obligations of the Guarantors), remain liable for the obligations of the Guarantors up to the maximum liability of such setoff Guarantor hereunder until the payment in full of the Guaranteed Obligations and the termination of the Commitments. (c) Each Guarantor agrees that, if any payment made by the Borrower or any part thereof other Person applied to the Guaranteed Obligations is subsequently at any time avoided, annulled, set aside, rescinded, invalidated, declared to be fraudulent or preferentialpreferential or otherwise required to be refunded or repaid, set aside or required (including is repaid in whole or in part pursuant to a good faith settlement of a pending or threatened avoidance claim, or the proceeds of any settlement entered into by Secured Parties in their discretion) Collateral are required to be repaid refunded by the Collateral Agent or any other Secured Party to a the Borrower, its estate, trustee, receiver or any other partyPerson, in connection with including, without limitation, any proceeding Guarantor, under any Debtor Relief Laws Applicable Law or otherwiseequitable cause, all then, to the extent of such payment or repayment, each Guarantor’s liability hereunder (and any Lien or Collateral securing such liability) shall be and remain in full force and effect, as fully as if such payment had never been made, and, if prior thereto, this Agreement shall have been canceled or surrendered (and if any Lien or Collateral securing such Guarantor’s liability hereunder shall have been released or terminated by virtue of such cancellation or surrender), this Agreement (and such Lien or Collateral) shall be reinstated in full force and effect, and such prior cancellation or surrender shall not been made diminish, release, discharge, impair or such setoff had not occurred and whether or not Administrative Agent (for otherwise affect the benefit of Secured Parties) is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of Guarantors under this paragraph shall survive termination such Guarantor in respect of this Guarantythe amount of such payment (or any Lien or Collateral securing such obligation).

Termination; Reinstatement. This (a) Subject to subsection (c) below, this Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all the Guaranteed Obligations (other than unasserted contingent claims for indemnification or expense reimbursement for which no claim has been asserted or demandedobligations not yet due and Bank Product Debt) and any other amounts payable under this Guaranty are indefeasibly paid in full (or, in the case of Letters of Credit, cash collateralized in accordance with the terms of the Credit Agreement) and the Commitments are terminated. (b) No payment made by the Borrower, any commitments Guarantor, or any other Person received or collected by the Administrative Agent or any Lender from the Borrower, any Guarantor, or any other Person by virtue of Secured Parties any action or facilities provided by Secured Parties with respect proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations are terminated. Notwithstanding shall be deemed to modify, reduce, release or otherwise affect the foregoingliability of any Guarantor hereunder which shall, this Guaranty notwithstanding any such payment (other than any payment made by such Guarantor in respect of the obligations of the Guarantors or any payment received or collected from such Guarantor in respect of the obligations of the Guarantors), remain liable for the obligations of the Guarantors up to the maximum liability of such Guarantor hereunder until the Guaranteed Obligations and all the obligations of the Guarantors shall continue have been paid in full force and effect or be revived, as the case may beCommitments terminated. (c) Each Guarantor agrees that, if any payment made by or on behalf of the Borrower or any Guarantor other Person applied to the Obligations is madeat any time annulled, or any Secured Party exercises its right of setoffset aside, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently rescinded, invalidated, declared to be fraudulent or preferential, set aside preferential or otherwise required (including pursuant to any settlement entered into by Secured Parties in their discretion) to be refunded or repaid by the Administrative Agent or any Lender to a the Borrower, its estate, trustee, receiver or any other partyPerson, in connection with including, without limitation, any proceeding Guarantor, under any Debtor Relief Laws Applicable Law or otherwiseequitable cause, all then, to the extent of such payment or repayment, each Guarantor’s liability hereunder shall be and remain in full force and effect, as fully as if such payment had not never been made or such setoff had not occurred and whether or not Administrative Agent (for the benefit of Secured Parties) is in possession of or has released made, and, if prior thereto, this Guaranty shall have been canceled or surrendered, this Guaranty shall be reinstated in full force and regardless of any effect, and such prior revocationcancellation or surrender shall not diminish, rescissionrelease, termination discharge, impair or reduction. The otherwise affect the obligations of Guarantors under this paragraph shall survive termination such Guarantor in respect of this Guarantythe amount of such payment.

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until the earlier of (a) the date upon which all Guaranteed Obligations (other than unasserted contingent claims for indemnification or expense reimbursement for which no claim has been asserted or demanded) and any other amounts payable under this Guaranty are indefeasibly paid in full in cash and any commitments of Secured Parties or facilities provided by Secured Parties the Commitments with respect to the Guaranteed Obligations are terminated, and (b) the delivery by OpCo to the Secured Parties of the OpCo Financials in accordance with Section 6.04 of the Credit Agreement (the earlier to occur of (a) or (b) being referred to herein as the “Termination Date”). Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of Borrower any Loan Party or any the Guarantor is made, or any of the Secured Party Parties exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any of the Secured Parties in their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws debtor relief laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not Administrative Agent (for the benefit of Secured Parties) is Parties are in possession of or has have released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of Guarantors the Guarantor under this paragraph shall survive termination of this Guaranty.

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations (other than unasserted contingent claims for indemnification the Termination Date. Upon such termination of this Guaranty, the Administrative Agent shall, at the request and sole expense of the Guarantors, promptly take any actions as the Guarantors may reasonably request to terminate of record, or expense reimbursement for which otherwise give appropriate notice of the termination of, the guaranty made hereunder. Further, the obligations of any Guarantor hereunder shall automatically terminate if such Guarantor ceases to be a Subsidiary as a result of a transaction permitted under the Credit Agreement or if such Guarantor is no claim has been asserted or demanded) and any other amounts payable under this Guaranty are indefeasibly paid in full in cash and any commitments longer required to be a Guarantor pursuant to Section 6.12 of Secured Parties or facilities provided by Secured Parties with respect to the Guaranteed Obligations are terminatedCredit Agreement. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or any Subsidiary Guarantor is made, or any of the Secured Party Parties exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any of the Secured Parties in their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not Administrative Agent (for the benefit of Secured Parties) is Parties are in possession of or has have released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of Guarantors each Guarantor under this paragraph shall survive termination of this Guaranty.