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 and any other amounts payable under this Guaranty are indefeasibly paid in full in cash, all Letters of Credit have expired, terminated or been cash collateralized and the Revolving Commitments of 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, any Credit Party or the Parent is made, or any 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 a Lender Party in 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 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 the Parent 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 this Guaranty are indefeasibly paid in full in cash, all Letters of Credit have expired, terminated or been cash collateralized and the Revolving Commitments any commitments of the Lender Parties Agent, Collateral Agent, Documentation Agent, and Lenders or facilities provided by 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 the Borrower, any Credit Party Borrower or the Parent Guarantor is made, or the Agent, Collateral Agent, Documentation Agent, or any 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 a the Agent, Collateral Agent, Documentation Agent, or any Lender Party in 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 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 the Parent 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 this Guaranty are indefeasibly paid in full in cash, all Letters of Credit have expired, terminated or been cash collateralized and the Revolving Commitments of the Lender 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, Borrower or any Credit other Loan Party or the Parent 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 a any of the Administrative Agent, the Lenders, the L/C Issuers, the Swing Line Lender or any other Secured Party in its 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, the Lenders, the L/C Issuers, the Swing Line Lender or any other Secured Party is are in possession of or has have released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of 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 and any other amounts payable under this Guaranty are indefeasibly paid in full in cash, all Letters of Credit have expired, terminated or been cash collateralized and the Revolving Commitments (other than contingent liabilities that survive termination of the Lender Loan Documents) and any commitments of the Credit Parties or facilities provided by 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, Borrower or any Credit Party or the Parent Guarantor is made, or any Lender 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 a Lender Party the Credit Parties in its 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 Lender Party is the 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 the Parent 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 this Guaranty are indefeasibly paid in full in cashcash (other than unasserted indemnification, all Letters of Credit have expiredtax gross up, terminated expense reimbursement or yield protection obligations, in each case, for which no claim has been cash collateralized made) and the Revolving Commitments of the Lender Parties with respect to the Guaranteed Obligations and Facilities 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, Borrower or any Credit Party or the Parent Guarantor is made, or any of the Lender 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 a any of the Lender Party Parties in its 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 the Lender Party 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 Parent 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 this Guaranty are indefeasibly paid in full in cashcash (other than indemnities and 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 Credit have expired, terminated expired or been cash collateralized and the Revolving Commitments of 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, Borrower or any Credit other Loan Party or the Parent 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 a any of the Administrative Agent, the Lenders, the L/C Issuers, the Swing Line Lender or any other Secured Party in its 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, the Lenders, the L/C Issuers, the Swing Line Lender or any other Secured Party is are in possession of or has have released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of 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 indemnification liabilities and Cash Management Liabilities and Swap Liabilities as to which no claim has been asserted) and any other amounts payable under this Guaranty are indefeasibly paid in full in cashcash (or, all Letters in the case of Letter of Credit Outstandings not then due and owing, have expiredbeen Cash Collateralized in an amount equal to 103% of such Letter of Credit Outstandings, terminated or been cash collateralized on terms and pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and each applicable L/C Issuer) and the Revolving Commitments of the Lender Parties 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 the Borrower, any Credit Party or the Parent or any other Loan Party is made, or any Lender Party of the Secured 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 a Lender Party any of the Secured Parties in its 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 Lender Party is the Secured 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 Parent 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 the earlier of: (i) the Obligations and any other amounts payable under this Guaranty are indefeasibly paid in full or otherwise satisfied (including by the conversion in cashfull of the Guaranteed Notes) (other than contingent indemnity obligations), all Letters of Credit have expiredand not subject to any recapture or preference in bankruptcy or similar proceedings, terminated or been cash collateralized and the Revolving Commitments Guaranteed Parties have no further commitment to extend credit to the Company or (ii) the Guaranteed Parties are given written notice of the Lender Parties 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 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 full of the Guaranteed Notes. No notice under (ii) above shall affect any rights of a Guaranteed Party or 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 reorganization of the BorrowerCompany, any Credit Party or the Parent is made, or any 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 a Lender Party in 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 though such payment had not been made or such setoff had not occurred and whether or not 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 the Parent 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 the earlier of (a) the date upon which all Guaranteed Obligations and any other amounts payable under this Guaranty are indefeasibly paid in full in cashcash and all Commitments are terminated, all Letters of Credit have expired, terminated or been cash collateralized and (b) the Revolving Commitments delivery by OpCo to the Secured Parties of the Lender Parties OpCo Financials in accordance with respect Section 6.04 of the Second Amended and Restated Credit Agreement (the earlier to occur of (a) or (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 the Borrower, any Credit Loan Party or the Parent Guarantor is made, or any Lender Party of the Secured 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 a Lender Party any of the Secured Parties in its 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 any Lender Party is the Secured 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 Parent 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 of the Guaranteed Obligations and any other amounts payable under this Guaranty are have been indefeasibly paid and performed in full in cash, all Letters of Credit have expired, terminated or been cash collateralized and the Revolving Commitments of 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, any Credit Party Borrowers or the Parent a Domestic Subsidiary Guarantor is made, or the Administrative Agent, the L/C Issuer, the Swing Line Lender or any 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 a the Administrative Agent, the L/C Issuer, the Swing Line Lender Party or any Lender in its 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, the L/C Issuer, the Swing Line Lender or 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 the Parent each Domestic Subsidiary Guarantor under this paragraph shall survive termination of this Guaranty.

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of The guarantees made hereunder (a) shall terminate when all the Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under this Guaranty are indefeasibly have been paid in full in cashcash and the Lenders have no further commitment to lend under the Credit Agreement, all the LC Exposure has been reduced to zero and the Issuing Bank has no further obligation to issue Letters of Credit have expired, terminated or been cash collateralized under the Credit Agreement and the Revolving Commitments of the Lender Parties with respect to the Guaranteed Obligations are terminated. Notwithstanding the foregoing, this Guaranty (b) shall continue in full force and effect to be effective or be revivedreinstated, as the case may be, if (i) any payment made by or on behalf of the Borrower, any Credit Party or the Parent is made, Borrower or any Lender Party exercises its right of setoff, in respect of Guarantor and applied to the Guaranteed Obligations and such payment or the proceeds of such setoff or is at any part thereof is subsequently time annulled, avoided, set aside, rescinded, invalidated, declared to be fraudulent or preferential, set aside preferential or otherwise required (including pursuant to any settlement entered into by a Lender Party in its discretion) to be refunded or repaid or (ii) the proceeds of Collateral are required to a be returned by any Loan Party to the Borrower, its estate, trustee, receiver or any other party, in connection with including any proceeding Guarantor, under any Debtor Relief Laws bankruptcy law, equitable cause or otherwiseany other Requirement of Law, all then, to the extent of such payment or repayment, any such Guarantor’s liability hereunder (and any Lien or other Collateral securing such liability) shall be and remain in full force and effect, as fully as if such payment had never been made. If, prior to any of the foregoing, this Agreement shall have been cancelled or surrendered (and if any Lien or other 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 other 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 any Lender Party is in possession of or has released this Guaranty and regardless otherwise affect the obligations of any prior revocation, rescission, termination or reduction. The obligations such Guarantor in respect of the Parent under this paragraph amount of such payment (or any Lien or other Collateral securing such obligation). In connection with the foregoing, the Administrative Agent shall survive execute and deliver to such Guarantor or Guarantor’s designee, at such Guarantor’s expense, any documents or instruments which such Guarantor shall reasonably request from time to time to evidence such termination of this Guarantyand release.

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 this Guaranty are indefeasibly paid in full in cashcash (other than unasserted indemnification, all Letters of Credit have expiredtax gross up, terminated expense reimbursement or yield protection obligations, in each case, for which no claim has been cash collateralized made) and the Revolving Commitments of the Lender Parties with respect to the Guaranteed Obligations and Facilities 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, Company or any Credit Party or the Parent Guarantor is made, or any of the Lender 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 a any of the Lender Party Parties in its their discretion) to be repaid to a trustee, 90 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 the Lender Party 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 Parent 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 this Guaranty are indefeasibly paid in full in cash, all Letters cash (other than Permitted Remaining Obligations) and any commitments of Credit have expired, terminated the Lender Parties or been cash collateralized and the Revolving Commitments of facilities provided by 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, any Credit Party Borrower or the Parent Guarantor is made, or any 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 a any Lender Party in 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, to the extent of such payment, all as if such payment had not been made or such setoff had not occurred and whether or not any 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 the Parent 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 contingent indemnification obligations that survive termination of the Loan Documents for which no claim has been made) and any other amounts payable under this Guaranty are have been indefeasibly paid and performed in full in cashimmediately available funds, all Commitments are terminated and all Letters of or Credit have expired, terminated been cancelled or been cash collateralized to the satisfaction of the Administrative Agent and the Revolving Commitments of the Lender Parties with respect to the Guaranteed Obligations are terminatedL/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, any Credit Party Borrower or the Parent a Guarantor is made, or any Lender 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 a Lender Creditor Party in 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 any Lender Party is the 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 Parent Guarantors under this paragraph shall survive termination of this Guaranty.

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 and any (other amounts payable under this Guaranty than contingent indemnification obligations for which no claim has been asserted) are indefeasibly paid in full in cash, all Letters of Credit have expired, terminated or been cash collateralized and the Revolving Commitments of the Lender 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, any Credit Party Guarantor or the Parent any Foreign Swap Obligor is made, or the Administrative Agent or any Lender 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 a Lender the Administrative Agent or any other Secured Party in 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 any Lender Party the Administrative Agent is in possession of or has released this Borrower Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of the Parent Borrower under this paragraph shall survive termination of this Borrower 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 this Guaranty are indefeasibly paid in full in cash, all Letters of Credit have expired, terminated or been cash collateralized and the Revolving Commitments (other than contingent obligations that survive termination of the Lender Loan Documents) and any commitments of the Credit Parties or facilities provided by 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, any Credit Party Borrower or the Parent Guarantor is made, or any Lender 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 a Lender Party the Credit Parties in its 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 Lender Party is the 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 the Parent 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 this Guaranty are indefeasibly paid in full in cash, all Letters of Credit have expired, terminated or been cash collateralized and the Revolving Commitments of 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, any Credit Party Borrower or the Parent a Guarantor is made, or any 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 a Lender Party in 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 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 the Parent 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 this Guaranty are indefeasibly paid in full in cashcash (other than unasserted indemnification, all Letters of Credit have expiredtax gross up, terminated expense reimbursement or yield protection obligations, in each case, for which no claim has been cash collateralized made) and the Revolving Commitments of the Lender Parties with respect to the Guaranteed Obligations and Facilities 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, Borrower or any Credit Party or the Parent Guarantor is made, or any of the Lender 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 a any of the Lender Party Parties in its 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 the Lender Party 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 Parent each Guarantor under this paragraph shall survive termination of this Guaranty.. 10.07

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 this Guaranty are indefeasibly paid in full in cashcash (other than unasserted indemnification, all Letters of Credit have expiredtax gross up, terminated expense reimbursement or yield protection obligations, in each case, for which no claim has been cash collateralized made) and the Revolving Commitments of the Lender Parties with respect to the Guaranteed Obligations and Facilities 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, any Credit Party Borrower or the Parent either Guarantor is made, or any of the Lender 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 a any of the Lender Party Parties in its 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 the Lender Party 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 Parent each Guarantor under this paragraph shall survive termination of this Guaranty.. 10.07

Termination; Reinstatement. This Guaranty is a continuing Security Agreement, the security interest of Secured Party in the Collateral, and irrevocable guaranty of all Guaranteed Obligations now other documents or hereafter existing and instruments contemplated hereby shall remain continue in full force and effect until all Guaranteed Obligations have been paid in full, and (ii) the Note has been terminated in accordance with its terms and any other amounts payable preference period applicable to payments made on or security given for the Obligations has expired under this Guaranty are indefeasibly paid in full in cash, all Letters of Credit have expired, terminated law. To the extent Debtor or been cash collateralized and the Revolving Commitments any third party makes a payment or payments to Secured Party or Secured Party receives any payment or proceeds of the Lender Parties with respect to Collateral for the Guaranteed Obligations are terminated. Notwithstanding the foregoingObligations, this Guaranty shall continue in full force and effect enforces its security interest or be revived, as the case may be, if exercises any payment by or on behalf of the Borrower, any Credit Party or the Parent is made, or any Lender Party exercises its right of setoffset off, in respect of the Guaranteed Obligations and such payment or payments or the proceeds of such setoff or any part thereof is are subsequently invalidated, declared to be fraudulent or preferential, set aside aside, or required (including pursuant to any settlement entered into by a Lender Party in its discretion) to be repaid to a trustee, receiver receiver, or any other party, in connection with any proceeding party under any Debtor Relief Laws bankruptcy, insolvency or otherwiseother law or in equity, all or any combination of the foregoing, then, to the extent of such recovery, the Obligations or any part thereof originally intended to be satisfied shall be revived and continued in full force and effect, and this Security Agreement, if earlier terminated, shall be revived and continued in full force and effect, as if such payment or payments had not been made made, or such setoff enforcement or set off had not occurred and whether or not any Lender Party is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reductionoccurred. The obligations of the Parent under this paragraph shall survive Upon termination of this GuarantySecurity Agreement, Secured Party (at the written request of Debtor and at the sole expense of Debtor) will (a) execute and deliver to Debtor such documents as Debtor may reasonably request to evidence such termination and (b) file such termination statements, release all liens of record and take all other action as reasonably requested by Debtor to effectuate the same.

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 contingent indemnification obligations for which no claim has been asserted) and any other amounts payable under this Guaranty are indefeasibly paid in full in cash, all Letters of Credit have expired, terminated or been cash collateralized and the Revolving Commitments any commitments of the Lender Parties or facilities provided by 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, any Credit Party Borrower or the Parent Guarantor is made, or any the 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 a the Lender Party in 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 any the Lender Party is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of the Parent 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 (a) contingent indemnification obligations and any other amounts payable (b) obligations and liabilities under this Guaranty Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to the Lender shall have been made) are indefeasibly paid in full in cash, all Letters of Credit have expired, terminated or been cash collateralized and the Revolving Commitments of 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, Borrower or any Credit Party or the Parent Guarantor is made, or any Lender 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 Lender Secured Party in 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 any Lender Party is the Secured Parties are in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of the Parent 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 this Guaranty are indefeasibly paid in full in cashcash (other than unasserted indemnification, all Letters of Credit have expiredtax gross up, terminated expense reimbursement or yield protection obligations, in each case, for which no claim has been cash collateralized made) and the Revolving Commitments of the Lender Parties with respect to the Guaranteed Obligations and Facilities 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, any Credit Party Borrower or the Parent either Guarantor is made, or any of the Lender 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 a any of the Lender Party Parties in its 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 the Lender Party 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 Parent each Guarantor under this paragraph shall survive termination of this Guaranty.

Termination; Reinstatement. This Guaranty Except for any release of a Subsidiary Guarantor pursuant to clause 4 of this Guarantee, this Guarantee is a continuing continuing, absolute and irrevocable guaranty guarantee 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 this Guaranty Guarantee are indefeasibly paid in full in cash, all Letters of Credit have expired, terminated or been cash collateralized and the Revolving Commitments of the Lender Parties with respect to the Guaranteed Obligations are terminated(other than Unmatured Surviving Obligations). Notwithstanding the foregoing, this Guaranty This 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, any Credit Party Borrower or the Parent a Subsidiary Guarantor is made, or any Lender Party the CME Credit Guarantor 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 Lender Party the CME Credit Guarantor in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws Bankruptcy Law or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not any Lender Party the CME Credit Guarantor is in possession of or has released this Guaranty Guarantee and regardless of any prior revocation, rescission, termination or reduction. The obligations of the Parent each Subsidiary Guarantor under this paragraph clause 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 Obligations and any other amounts payable under this Guaranty are indefeasibly paid in full in cash, all Letters of Credit have expired, terminated or been cash collateralized and the Revolving Commitments any commitments of the Lender Parties Agent, Collateral Agent, Documentation Agent, and Lenders or facilities provided by 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 the Borrower, any Credit Party Borrower or the Parent any Guarantor is made, or the Agent, Collateral Agent, Documentation Agent, or any 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 a the Agent, Collateral Agent, Documentation Agent, or any Lender Party in 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 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 the Parent 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 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 and any other amounts payable under this Guaranty are indefeasibly paid in full in cash, all Letters of Credit have expired, terminated or been cash collateralized and the Revolving Commitments of the Lender Parties 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 Borrower, any Credit Party GO Bond Issuer or the Parent Borrower is made, or any of the Lender Party 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 a any of the Lender Party Parties in its 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 the Lender Party is 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 the Parent Borrower under this paragraph shall survive termination of this Borrower 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 this Guaranty are indefeasibly paid in full in cash, all Letters cash (other than contingent indemnification obligations as to which no claim has been asserted) and any commitments of Credit have expired, terminated or been cash collateralized and the Revolving Commitments of the each Lender Parties 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 the Borrower, Company or any Credit Party or the Parent Guarantor is made, or any 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 a any Lender Party in 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 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 the Parent 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 and any (other amounts payable under this Guaranty than contingent indemnification obligations for which no claim has been asserted) are indefeasibly paid in full in cash, all Letters of Credit have expired, terminated or been cash collateralized and the Revolving Commitments of the Lender 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, any Credit Party Borrower or the Parent Guarantor is made, or the Administrative Agent or any Lender 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 a Lender the Administrative Agent or any other Secured Party in 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 any Lender Party the Administrative Agent is in possession of or has released this Borrower Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of the Parent Borrower under this paragraph shall survive termination of this Borrower Guaranty.