Common use of Termination; Reinstatement Clause in Contracts

Termination; Reinstatement. This Loan Party Guarantee is a continuing and irrevocable guaranty of all Secured Obligations now or hereafter existing and shall remain in full force and effect until the Facility Termination Date. Notwithstanding the foregoing, this Loan Party 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 Borrowers or a Guarantor is made, or any of the Secured Parties exercises its right of setoff, in respect of the Secured 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 the Secured Parties are in possession of or have released this Loan Party Guarantee and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Guarantor under this paragraph shall survive termination of this Loan Party Guarantee.

Termination; Reinstatement. This Loan Party Guarantee Guaranty is a continuing and irrevocable guaranty of all Secured Obligations now or hereafter existing and shall remain in full force and effect until the Facility Termination DateFull Satisfaction of the Obligations. Notwithstanding the foregoing, this Loan Party Guarantee 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 Borrowers or a Guarantor Borrower is mademade (including pursuant to another guaranty), or any of the Secured Parties exercises its right of setoff, in respect of the Secured 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 the Secured Parties are in possession of or have released this Loan Party Guarantee Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Guarantor under this paragraph Section 16 shall survive termination of this Loan Party GuaranteeGuaranty.

Termination; Reinstatement. This Loan Party Guarantee Guaranty is a continuing and irrevocable guaranty of all Secured Obligations now or hereafter existing and shall remain in full force and effect until the Facility Termination Date. Notwithstanding the foregoing, this Loan Party Guarantee 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 Borrowers any Loan Party or any Subsidiary of a Loan Party or other Guarantor is made, or any of the Secured Parties exercises its right of setoff, in respect of the Secured 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 the Secured Parties are in possession of or have released this Loan Party Guarantee Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Guarantor under this paragraph shall survive termination of this Loan Party GuaranteeGuaranty.

Termination; Reinstatement. This Loan Party Guarantee Guaranty is a continuing and irrevocable guaranty of all Secured Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until the Facility Termination DateFull Payment of all Guaranteed Obligations and any amounts payable under this Guaranty. Notwithstanding the foregoing, this Loan Party Guarantee 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 Borrowers any Borrower or a any Guarantor is made, or any of the Secured Parties Party exercises its right of setoff, in respect of the Secured 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 Party in their its reasonable 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 such Secured Parties are Party is in possession of or have has released this Loan Party Guarantee Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Guarantor under this paragraph shall survive termination of this Loan Party GuaranteeGuaranty.

Termination; Reinstatement. This Loan Party Guarantee Guaranty is a continuing and irrevocable guaranty of all Secured Obligations now or hereafter existing and shall remain in full force and effect until all Obligations and any other amounts payable hereunder are paid in full in cash and the Facility Termination DateLoans are terminated. Notwithstanding the foregoing, this Loan Party Guarantee 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 Borrowers Borrower or a any Guarantor is made, or any of the Secured Parties Lender exercises its right of setoff, in respect of the Secured 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 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 otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Secured Parties are Lender is in possession of or have released this Loan Party Guarantee Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Guarantor under this paragraph shall survive termination of this Loan Party GuaranteeAgreement.

Termination; Reinstatement. This Loan Party Guarantee is a continuing and irrevocable guaranty of all Secured Obligations now or hereafter existing and shall remain in full force and effect until the Facility Termination Date. Notwithstanding the foregoing, this Loan Party 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 Borrowers Borrower or a Guarantor is made, or any of the Secured Parties exercises its right of setoff, in respect of the Secured 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 the Secured Parties are in possession of or have released this Loan Party Guarantee and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Guarantor under this paragraph shall survive termination of this Loan Party Guarantee.

Termination; Reinstatement. This Loan Party Guarantee Agreement is a continuing and irrevocable guaranty of all Secured Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until the Facility Termination Discharge Date. Notwithstanding the foregoing, this Loan Party Guarantee Agreement shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of ADG or the Borrowers or a Guarantor is made, or any of the Secured Parties Purchaser or Company exercises its right of setoff, in respect of the Secured 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 Purchaser 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 Secured Parties are Purchaser or Company is in possession of or have has released this Loan Party Guarantee Agreement and regardless of any prior revocation, rescission, termination or reduction. The obligations of each the Guarantor under this paragraph shall survive termination of this Loan Party GuaranteeAgreement.

Termination; Reinstatement. This Loan Party Guarantee Guaranty is a continuing and irrevocable guaranty of all Secured Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until termination of the Facility Termination DateAggregate Commitments and payment in full of all Guaranteed Obligations (other than contingent indemnification obligations). Notwithstanding the foregoing, this Loan Party Guarantee Guaranty shall continue in full force and effect or be revived, as the case may be, revived if any payment by or on behalf of the Borrowers Borrower or a the Guarantor is made, or any of the Secured Parties Party exercises its right of setoff, in respect of the Secured Obligations 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 such 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 such Secured Parties are Party is in possession of or have has released this Loan Party Guarantee Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each the Guarantor under this paragraph shall survive termination of this Loan Party GuaranteeGuaranty.

Termination; Reinstatement. This Loan Party Guarantee Supplemental Indenture is a continuing and irrevocable guaranty guarantee of all Secured Guaranteed Obligations now or hereafter existing and shall remain in full force and effect at all times (whether or not the Final Financing Order, the DIP Credit Agreement or any document, instrument or order related thereto is still in effect at such time) until the Facility Termination Date. Notwithstanding the foregoing, this Loan Party Guarantee Supplemental Indenture shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrowers Issuer or a any Guarantor is made, or any of the Secured Parties Party exercises its right of setoff, in respect of the Secured 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 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 any Secured Parties are Party is in possession of or have has released this Loan Party Guarantee Supplemental Indenture and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Guarantor under this paragraph shall survive termination of this Loan Party GuaranteeSupplemental Indenture.

Termination; Reinstatement. This Loan Party Guarantee is a continuing and irrevocable guaranty of all Secured Obligations now or hereafter existing and Security Agreement shall remain in full force and effect until all Secured Obligations and any other amounts payable under this Security Agreement are indefeasibly paid in full in cash and the Facility Termination DateAggregate Commitments and the Secured Obligations are terminated (“Discharge of Secured Obligations”). Notwithstanding the foregoing, this Loan Party Guarantee Security Agreement shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrowers or a Guarantor Grantor is made, or any of the Secured Parties exercises its right of setoff, in respect of the Secured 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 the Secured Parties are in possession of or have released this Loan Party Guarantee Security Agreement and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Guarantor the Grantor under this paragraph shall survive termination of this Loan Party GuaranteeSecurity Agreement.

Termination; Reinstatement. This Loan Party Guarantee Guaranty is a continuing and irrevocable guaranty of all Secured Obligations now or hereafter existing and shall remain in full force and effect until the Facility Termination Date. Notwithstanding the foregoing, this Loan Party Guarantee 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 Borrowers any Borrower or a Guarantor is made, or any of the Secured Parties holders of the Obligations exercises its right of setoff, in respect of the Secured 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 holders of the Obligations 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 Secured Parties holders of the Obligations are in possession of or have released this Loan Party Guarantee Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Guarantor under this paragraph shall survive termination of this Loan Party GuaranteeGuaranty.

Termination; Reinstatement. This Loan Party Guarantee Subject to Section 11.22, this Guaranty is a continuing and irrevocable guaranty of all Secured Finance Obligations now or hereafter existing and shall remain in full force and effect until the Facility Termination Date. Notwithstanding the foregoing, this Loan Party Guarantee 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 Borrowers Borrower, the Designated Borrower or a any Guarantor is made, or any of the Secured Parties exercises its right of setoff, in respect of the Secured Obligations Finance 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 the Secured Parties are in possession of or have released this Loan Party Guarantee Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Guarantor under this paragraph shall survive termination of this Loan Party GuaranteeGuaranty.

Termination; Reinstatement. This Loan Party Guarantee Guaranty is a continuing and irrevocable guaranty of all Secured Obligations now or hereafter existing and shall remain in full force and effect until the Facility Termination Maturity Date. Notwithstanding the foregoing, this Loan Party Guarantee 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 Borrowers Borrower or a Subsidiary Guarantor is made, the Administrative Agent or any of the Secured Parties Lenders exercises its right of setoff, in respect of the Secured 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 Administrative Agent or 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 any of the Secured Parties Administrative Agent or the Lenders are in possession of or have released this Loan Party Guarantee Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Subsidiary Guarantor under this paragraph shall survive termination of this Loan Party GuaranteeGuaranty.

Termination; Reinstatement. This Loan Party Guarantee is a continuing and irrevocable guaranty of all Secured Obligations now or hereafter existing and Pledge Agreement shall remain in full force and effect until all Obligations and any other amounts payable under this Pledge Agreement are indefeasibly paid in full in cash and the Facility Termination DateAggregate Commitments and the Obligations are terminated (“Discharge of Obligations”). Notwithstanding the foregoing, this Loan Party Guarantee Pledge Agreement shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrowers or a Guarantor Pledgor is made, or any of the Secured Parties exercises its right of setoff, in respect of the Secured 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 the Secured Parties are in possession of or have released this Loan Party Guarantee Pledge Agreement and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Guarantor the Pledgor under this paragraph shall survive termination of this Loan Party GuaranteePledge Agreement.

Termination; Reinstatement. This Loan Party Guarantee is a continuing and irrevocable guaranty of all Secured Obligations now or hereafter existing and shall remain in full force and effect until the Facility Termination Date. Notwithstanding the foregoing, this Loan Party 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 Borrowers Borrower or a Guarantor is made, or any of the Secured Parties exercises its right of setoff, in respect of the Secured Obligations and such payment or the proceeds of such setoff or any part [***] = Certain information contained in this document, marked by brackets, has been omitted because it is both not material and would be competitively harmful if publicly disclosed. 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 the Secured Parties are in possession of or have released this Loan Party Guarantee and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Guarantor under this paragraph shall survive termination of this Loan Party Guarantee.

Termination; Reinstatement. This Loan Party Guarantee Guaranty is a continuing and irrevocable guaranty of all Secured Guarantied Obligations now or hereafter existing and shall remain in full force and effect until the Facility Termination DateMaturity Date (as defined in the Notes). Notwithstanding the foregoing, this Loan Party Guarantee 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 Borrowers Company or a any Guarantor is made, or any of the Secured Parties exercises its right of setoff, in respect of the Secured 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 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 the Secured Parties are in possession of or have released this Loan Party Guarantee Guaranty and regardless of any prior -63- revocation, rescission, termination or reduction. The obligations of each Guarantor under this paragraph shall survive termination of this Loan Party GuaranteeGuaranty.

Termination; Reinstatement. This Loan Party Guarantee Guaranty is a continuing and irrevocable guaranty guarantee of all Secured Obligations Guaranteed Obligations, now or hereafter existing existing, and shall remain in full force and effect with respect to the Guarantor, until the Facility Termination Datetermination of this Guaranty in accordance with its terms. Notwithstanding anything to the foregoingcontrary, this Loan Party Guarantee 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 Borrowers Borrower or a the Guarantor is made, or any of the Secured Parties Guaranteed Party exercises its right of setoff, in respect of the Secured 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 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 Insolvency Law or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Secured Parties are any Guaranteed Party is in possession of or have has released this Loan Party Guarantee Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each the Guarantor under this paragraph shall survive termination of this Loan Party GuaranteeGuaranty.

Termination; Reinstatement. This Loan Party Guarantee Guaranty is a continuing and irrevocable guaranty of all Secured Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until the Facility Termination DateFull Payment of all Guaranteed Obligations and any amounts payable under this Guaranty. Notwithstanding the foregoing, this Loan Party Guarantee 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 Borrowers Borrower or a any Guarantor is made, or any of the Secured Parties Party exercises its right of setoff, in respect of the Secured 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 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 such Secured Parties are Party is in possession of or have has released this Loan Party Guarantee Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Guarantor under this paragraph shall survive termination of this Loan Party GuaranteeGuaranty.

Termination; Reinstatement. This Loan Party Guarantee Guaranty is a continuing and irrevocable guaranty of all Secured Obligations and Additional Obligations now or hereafter existing and shall remain in full force and effect until the Facility Termination Date. Notwithstanding the foregoing, this Loan Party Guarantee 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 Borrowers a Borrower or a Guarantor is made, or any of the Secured Parties Lenders exercises its right of setoff, in respect of the Secured Obligations or the Additional 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 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 the Secured Parties Lenders are in possession of or have released this Loan Party Guarantee Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Guarantor under this paragraph shall survive termination of this Loan Party GuaranteeGuaranty.

Termination; Reinstatement. This Loan Party Guarantee Guaranty is a continuing and irrevocable guaranty of all Secured Obligations now or hereafter existing and shall remain in full force and effect until the Facility Termination Dateall Obligations and any other amounts payable under this Guaranty are indefeasibly paid in full in cash. Notwithstanding the foregoing, this Loan Party Guarantee 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 Borrowers Borrower or a Guarantor Holdings is made, or any of the Secured Parties exercises its right of setoff, in respect of the Secured 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 the Secured Parties are in possession of or have released this Loan Party Guarantee Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Guarantor Holdings under this paragraph shall survive termination of this Loan Party GuaranteeGuaranty.

Termination; Reinstatement. This Loan Party Guarantee is a continuing and irrevocable guaranty of all Secured Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until the Facility Termination Date. Notwithstanding the foregoing, this Loan Party 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 Borrowers Borrower or a any Guarantor is made, or any of the Secured Credit Parties exercises its right of setoff, in respect of the Secured 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 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 the Secured Credit Parties are in possession of or have released this Loan Party Guarantee and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Guarantor under this paragraph shall survive termination of this Loan Party Guarantee.

Termination; Reinstatement. This Loan Party Guarantee Guaranty is a continuing and irrevocable guaranty of all Secured Obligations now or hereafter existing and shall remain in full force and effect until all Obligations and any other amounts payable under this Guaranty are paid in full in cash and the Facility Termination DateCommitments are terminated. Notwithstanding the foregoing, this Loan Party Guarantee 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 Borrowers Borrower or a Guarantor Holdings is made, or any of the Secured Parties Lenders exercises its right of setoff, in respect of the Secured 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 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 the Secured Parties Lenders are in possession of or have released this Loan Party Guarantee Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Guarantor Holdings under this paragraph shall survive termination of this Loan Party GuaranteeGuaranty.

Termination; Reinstatement. CHAR1\1928876v8 This Loan Party Guarantee Guaranty is a continuing and irrevocable guaranty of all Secured Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until the Facility Termination Date. Notwithstanding the foregoing, this Loan Party Guarantee 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 Borrowers Borrower or a Guarantor is made, or any of the Secured Guaranteed Parties exercises its right of setoff, in respect of the Secured 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 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 the Secured Guaranteed Parties are in possession of or have released this Loan Party Guarantee Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Guarantor under this paragraph Section 10.06 shall survive termination of this Loan Party GuaranteeGuaranty.

Termination; Reinstatement. This Loan Party Guarantee Guaranty is a continuing and irrevocable guaranty of all Secured Guarantied Obligations now or hereafter existing and shall remain in full force and effect until the Facility Termination DateMaturity Date (as defined in the Notes). Notwithstanding the foregoing, this Loan Party Guarantee 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 Borrowers Company or a any Guarantor is made, or any of the Secured Parties exercises its right of setoff, in respect of the Secured 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 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 the Secured Parties are in possession of or have released this Loan Party Guarantee Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Guarantor under this paragraph shall survive termination of this Loan Party GuaranteeGuaranty.

Termination; Reinstatement. This Loan Party Guarantee Guaranty is a continuing and irrevocable guaranty of all Secured Obligations now or hereafter existing and shall remain in full force and effect until the Facility Termination DateIndefeasible Payment and Performance of All Obligations has occurred. Notwithstanding the foregoing, this Loan Party Guarantee 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 Borrowers any Borrower or a Guarantor Parent is made, or any of the Secured Parties exercises its right of setoff, in respect of the Secured 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, assignee, receiver or any other party, in connection with any case or 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 Secured Parties are in possession of or have released this Loan Party Guarantee Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Guarantor Parent under this paragraph shall survive termination of this Loan Party GuaranteeGuaranty.