Common use of Indefeasible Payment Clause in Contracts

Indefeasible Payment. The Guaranteed Obligations shall not be considered indefeasibly paid for purposes of this Guaranty unless and until all payments to Lender are no longer subject to any right on the part of any person, including Borrower, Borrower as a debtor in possession, or any trustee (whether appointed under the Bankruptcy Code or otherwise) of any of Borrower’s assets to invalidate or set aside such payments or to seek to recoup the amount of such payments or any portion thereof, or to declare same to be fraudulent or preferential. Upon such full and final performance and indefeasible payment of the Guaranteed Obligations whether by Guarantor or Borrower, Lender shall have no obligation whatsoever to transfer or assign its interest in the Loan Documents to Guarantor. In the event that, for any reason, any portion of such payments to Lender is set aside or restored, whether voluntarily or involuntarily, after the making thereof, then the obligation intended to be satisfied thereby shall be revived and continued in full force and effect as if said payment or payments had not been made, and Guarantor shall be liable to the maximum amount of the Guaranteed Obligations, for the amount Lender is required to repay plus any and all costs and expenses (including attorneys’ fees and expenses and attorneys’ fees and expenses incurred pursuant to proceedings arising under the Bankruptcy Code) paid by Lender in connection therewith.

Indefeasible Payment. The Guaranteed Obligations shall not be considered indefeasibly paid for purposes of this Guaranty unless and until all payments to Lender Bank are no longer subject to any right on the part of any personPerson, including any Borrower, any Borrower as a debtor in possession, or any trustee (whether appointed under the Bankruptcy Code pursuant to Debtor Relief Laws, or otherwise) of any of Borrower’s assets Assets to invalidate or set aside such payments or to seek to recoup the amount of such payments or any portion thereof, or to declare same to be fraudulent or preferential. Upon such full and final performance and indefeasible payment of the Guaranteed Obligations whether by Guarantor or BorrowerObligations, Lender Bank shall have no obligation whatsoever to transfer or assign its interest in this Agreement and the Loan Documents to Guarantorany Borrower. In the event that, for any reason, any portion of such payments to Lender Bank is set aside or restored, whether voluntarily or involuntarily, after the making thereof, then the obligation intended to be satisfied thereby shall be revived and continued in full force and effect as if said payment or payments had not been made, and Guarantor any Borrower shall be liable to the maximum amount of the Guaranteed Obligations, for the full amount Lender Bank is required to repay plus any and all costs and expenses (including attorneys’ fees and expenses and attorneys’ fees and expenses incurred pursuant to in proceedings arising brought under the Bankruptcy CodeDebtor Relief Laws) paid by Lender Bank in connection therewith.

Indefeasible Payment. The Guaranteed Obligations shall not be considered indefeasibly paid for purposes of this Guaranty unless and until all payments to Lender Foothill are no longer subject to any right on the part of any person, including Borrower, Borrower as a debtor in possession, or any trustee (whether appointed under the Bankruptcy Code or otherwise) of any of Borrower’s 's assets to invalidate or set aside such payments or to seek to recoup the amount of such payments or any portion thereof, or to declare same to be fraudulent or preferential. Upon Until such full and final performance and indefeasible payment of the Guaranteed Obligations whether by Guarantor or Borrower, Lender Foothill shall have no obligation whatsoever to transfer or assign its interest in the Loan Documents to Guarantor. In the event that, for any reason, any portion of such payments to Lender Foothill is set aside or restored, whether voluntarily or involuntarily, after the making thereof, then the obligation intended to be satisfied thereby shall be revived and continued in full force and effect as if said payment or payments had not been made, and Guarantor shall be liable to the maximum amount of the Guaranteed Obligations, for the full amount Lender Foothill is required to repay plus any and all costs and expenses (including attorneys’ fees and expenses and attorneys’ fees and expenses incurred pursuant to proceedings arising under the Bankruptcy Code' fees) paid by Lender Foothill in connection therewith.

Indefeasible Payment. The Guaranteed Secured Obligations shall not be considered indefeasibly paid for purposes of this Guaranty Agreement unless and until all payments to Lender Secured Party are no longer subject to any right on the part of any person, including BorrowerPFC, Borrower PFC as a debtor in possession, or any trustee (whether appointed under the Bankruptcy Code or otherwise) of any of Borrower’s assets PFC's assets, to invalidate or set aside such payments or to seek to recoup the amount of such payments or any portion thereof, or to declare the same to be fraudulent or preferential. Upon such full and final performance and indefeasible payment of the Guaranteed Obligations Secured Obligations, whether by Guarantor PFC pursuant to the Bonds, Indenture or BorrowerMortgage Documents or by any other person, Lender Secured Party shall have no obligation whatsoever to transfer or assign its interest in interests the Loan Bonds, Indenture or Mortgage Documents to GuarantorGrantor, except as otherwise required by applicable law. In the event that, for any reason, any portion of such payments to Lender Secured Party is set aside or restored, whether voluntarily or involuntarily, after the making thereof, then the obligation intended to be satisfied thereby shall be revived and continued in full force and effect as if said payment or payments had not been made, and Guarantor Grantor shall be liable to the maximum amount of the Guaranteed Obligations, for the full amount Lender Secured Party is required to repay plus any and all costs and expenses (including attorneys’ ' fees and expenses and attorneys’ ' fees and expenses incurred pursuant to proceedings arising under the Bankruptcy Code) paid by Lender Secured Party in connection therewith.

Indefeasible Payment. The Guaranteed Obligations and the Secured Indebtedness shall not be considered indefeasibly paid for purposes of this Guaranty unless and until all payments to Lender are no longer subject to any right on the part of any personperson or entity, including Borrower, Borrower as a debtor in possession, or any trustee (whether appointed under the Bankruptcy Code or otherwise) of any of Borrower’s 's assets to invalidate or set aside such payments or to seek to recoup the amount of such payments or any portion thereof, or to declare same to be fraudulent or preferential. Upon such full and final performance and indefeasible payment of the Guaranteed Obligations whether by Guarantor or Borrower, Lender shall have no obligation whatsoever to transfer or assign its interest in the Loan Documents to Guarantor. In the event that, for any reason, any portion of such payments to Lender is set aside or restored, whether voluntarily or involuntarily, after the making thereof, then the obligation intended to be satisfied thereby shall be revived and continued in full force and effect as if said payment or payments had not been made, and Guarantor shall be liable to the maximum amount of the Guaranteed Obligations, for the full amount Lender is required to repay plus any and all costs and expenses (including attorneys’ fees and expenses and attorneys’ ' fees and expenses incurred pursuant to proceedings arising under the Bankruptcy Code) paid by Lender in connection therewith.

Indefeasible Payment. The Guaranteed Obligations shall not be considered indefeasibly paid for purposes of this Guaranty unless and until all payments to Lender Foothill are no longer subject to any right on the part of any person, including Borrower, Borrower as a debtor in possession, or any trustee (whether appointed under the Bankruptcy Code or otherwise) of any of Borrower’s 's assets to invalidate or set aside such payments or to seek to recoup the amount of such payments or any portion thereof, or to declare same to be fraudulent or preferential. Upon such full and final performance and indefeasible payment of the Guaranteed Obligations whether by Guarantor or Borrower, Lender Foothill shall have no obligation whatsoever to transfer or assign its interest in the Loan Documents to Guarantor. In the event that, for any reason, any portion of such payments to Lender Foothill is set aside or restored, whether voluntarily or involuntarily, after the making thereof, then the obligation intended to be satisfied thereby shall be revived and continued in full force and effect as if said payment or payments had not been made, and Guarantor shall be liable to the maximum amount of the Guaranteed Obligations, for the full amount Lender Foothill is required to repay plus any and all costs and expenses (including attorneys’ fees and expenses and attorneys’ fees and expenses incurred pursuant to proceedings arising under the Bankruptcy Code' fees) paid by Lender Foothill in connection therewith.

Indefeasible Payment. The Guaranteed Obligations shall not be considered indefeasibly paid for purposes of this Guaranty unless and until all payments to Lender Agent and Lenders are no longer subject to any right on the part of any personPerson, including any Borrower, any Borrower as a debtor in possession, or any trustee (whether appointed under pursuant to the Bankruptcy Code Code, or otherwise) of any of Borrower’s assets 's Assets to invalidate or set aside such payments or to seek to recoup the amount of such payments or any portion thereof, or to declare same to be fraudulent or preferential. Upon such full and final performance and indefeasible payment of the Guaranteed Obligations whether by Guarantor or BorrowerObligations, Lender Agent and Lenders shall have no obligation whatsoever to transfer or assign its interest in this Agreement and the Loan Documents to Guarantorany Borrower. In the event that, for any reason, any portion of such payments to Lender Agent and Lenders is set aside or restored, whether voluntarily or involuntarily, after the making thereof, then the obligation intended to be satisfied thereby shall be revived and continued in full force and effect as if said payment or payments had not been made, and Guarantor any Borrower shall be liable to the maximum amount of the Guaranteed Obligations, for the full amount Lender Agent and Lenders is required to repay plus any and all costs and expenses (including attorneys’ ' fees and expenses and attorneys’ ' fees and expenses incurred pursuant to in proceedings arising brought under the Bankruptcy Code) paid by Lender Agent and Lenders in connection therewith.

Indefeasible Payment. The Guaranteed Obligations shall not be considered indefeasibly paid for purposes of this Guaranty unless and until all payments to Lender Bank are no longer subject to any right on the part of any personPerson, including Borrower, Borrower as a debtor in possession, or any trustee (whether appointed under the Bankruptcy Code or otherwise) of any of Borrower’s assets 's assets, to invalidate or set aside such payments or to seek to recoup the amount of such payments or any portion thereof, or to declare same to be fraudulent or preferential. Upon such full and final performance and indefeasible payment of the Guaranteed Obligations Obligations, whether by Guarantor Borrower pursuant to the Loan Agreement or Borrowerby any other Person, Lender Bank shall have no obligation whatsoever to transfer or assign its interest interests in the Loan Documents to Guarantor. In the event that, for any reason, any portion of such payments to Lender Bank is set aside or restored, whether voluntarily or involuntarily, after the making thereof, then the obligation intended to be satisfied thereby shall be revived and continued in full force and effect as if said payment or payments had not been made, and Guarantor shall be liable to the maximum amount of the Guaranteed Obligations, for the full amount Lender Bank is required to repay plus any and all costs and expenses (including attorneys’ ' fees and expenses and attorneys’ ' fees and expenses incurred pursuant to proceedings arising under the Bankruptcy Code) paid by Lender Bank in connection therewith.

Indefeasible Payment. The Guaranteed Obligations shall not be considered indefeasibly paid for purposes of this Guaranty unless and until all payments to Lender Bank are no longer subject to any right on the part of any person, including Borrower, Borrower as a debtor in possession, or any trustee (whether appointed under the Bankruptcy Code or otherwise) of any of Borrower’s assets to invalidate or set aside such payments or to seek to recoup the amount of such payments or any portion thereof, or to declare same to be fraudulent or preferential. Upon such full and final performance and indefeasible payment of the Guaranteed Obligations whether by Guarantor or Borrower, Lender Bank shall have no obligation whatsoever to transfer or assign its interest in the Term Loan Documents to Guarantor. In the event that, for any reason, any portion of such payments to Lender Bank is set aside or restored, whether voluntarily or involuntarily, after the making thereof, then the obligation intended to be satisfied thereby shall be revived and continued in full force and effect as if said payment or payments had not been made, and Guarantor shall be liable to the maximum amount of the Guaranteed Obligations, for the full amount Lender Bank is required to repay plus any and all costs and expenses (including attorneys’ fees and expenses and attorneys’ fees and expenses incurred pursuant to proceedings arising under the Bankruptcy Codefees) paid by Lender Bank in connection therewith.

Indefeasible Payment. The Guaranteed Obligations shall not be considered indefeasibly paid for purposes of this Guaranty unless and until all payments to Lender Bank are no longer subject to any right on the part of any personPerson, including any Borrower, any Borrower as a debtor in possession, or any trustee (whether appointed under pursuant to the Bankruptcy Code Code, or otherwise) of any of Borrower’s assets Assets to invalidate or set aside such payments or to seek to recoup the amount of such payments or any portion thereof, or to declare same to be fraudulent or preferential. Upon such full and final performance and indefeasible payment of the Guaranteed Obligations whether by Guarantor or BorrowerObligations, Lender Bank shall have no obligation whatsoever to transfer or assign its interest in this Agreement and the Loan Documents to Guarantorany Borrower. In the event that, for any reason, any portion of such payments to Lender Bank is set aside or restored, whether voluntarily or involuntarily, after the making thereof, then the obligation intended to be satisfied thereby shall be revived and continued in full force and effect as if said payment or payments had not been made, and Guarantor any Borrower shall be liable to the maximum amount of the Guaranteed Obligations, for the full amount Lender Bank is required to repay plus any and all costs and expenses (including attorneys’ fees and expenses and attorneys’ fees and expenses incurred pursuant to in proceedings arising brought under the Bankruptcy Code) paid by Lender Bank in connection therewith.

Indefeasible Payment. The Guaranteed Obligations shall not be considered indefeasibly paid for purposes of this Guaranty unless and until all payments to Lender Bank are no longer subject to any right on the part of any personPerson, including any Borrower, any Borrower as a debtor in possession, or any trustee (whether appointed under pursuant to the Bankruptcy Code Code, or otherwise) of any of Borrower’s assets 's Assets to invalidate or set aside such payments or to seek to recoup the amount of such payments or any portion thereof, or to declare same to be fraudulent or preferential. Upon such full and final performance and indefeasible payment of the Guaranteed Obligations whether by Guarantor or BorrowerObligations, Lender Bank shall have no obligation whatsoever to transfer or assign its interest in this Agreement and the Loan Documents to Guarantorany Borrower. In the event that, for any reason, any portion of such payments to Lender Bank is set aside or restored, whether voluntarily or involuntarily, after the making thereof, then the obligation intended to be satisfied thereby shall be revived and continued in full force and effect as if said payment or payments had not been made, and Guarantor any Borrower shall be liable to the maximum amount of the Guaranteed Obligations, for the full amount Lender Bank is required to repay plus any and all costs and expenses (including attorneys’ ' fees and expenses and attorneys’ ' fees and expenses incurred pursuant to in proceedings arising brought under the Bankruptcy Code) paid by Lender Bank in connection therewith.

Indefeasible Payment. The Guaranteed Obligations shall not be considered indefeasibly paid for purposes of this Affiliated Guaranty unless and until all payments to Lender are no longer subject to any right on the part of any person, including Borrower, Borrower as a debtor in possession, or any trustee (whether appointed under the Bankruptcy Code Reform Act of 1978 (11 U.S.C.), as amended or otherwisesupplemented from time to time, and any successor statute, and any and all rules issued or promulgated in connection therewith (the “Bankruptcy Code”) or otherwise of any of Borrower’s assets to invalidate or set aside such payments or to seek to recoup the amount of such payments or any portion thereof, or to declare same to be fraudulent or preferential. Upon such full and final performance and indefeasible payment of the Guaranteed Obligations whether by Guarantor or Borrower, Lender shall have no obligation whatsoever to transfer or assign its interest in the Loan Documents to Guarantor. In the event that, for any reason, any portion of such payments to Lender is set aside or restored, whether voluntarily or involuntarily, after the making thereof, then the obligation intended to be satisfied thereby shall be revived and continued in full force and effect as if said payment or payments had not been made, and Affiliated Guarantor shall be liable to the maximum amount of the Guaranteed Obligations, for the full amount Lender is required to repay plus any and all costs and expenses (including attorneys’ fees and expenses and attorneys’ fees and expenses incurred pursuant to proceedings arising under the Bankruptcy Code) paid by Lender Xxxxxx in connection therewith.

Indefeasible Payment. The Guaranteed Obligations shall not be considered indefeasibly paid for purposes of this Guaranty unless and until all payments to Lender are no longer subject to any right on the part of any personPerson, including any Borrower, any Borrower as a debtor in possession, or any trustee (whether appointed under pursuant to the Bankruptcy Code Code, or otherwise) of any of Borrower’s assets 's Assets to invalidate or set aside such payments or to seek to recoup the amount of such payments or any portion thereof, or to declare same to be fraudulent or preferential. Upon such full and final performance and indefeasible payment of the Guaranteed Obligations whether by Guarantor or BorrowerObligations, Lender shall have no obligation whatsoever to transfer or assign its interest in this Agreement and the Loan Documents to Guarantorany Borrower. In the event that, for any reason, any portion of such payments to Lender is set aside or restored, whether voluntarily or involuntarily, after the making thereof, then the obligation intended to be satisfied thereby shall be revived and continued in full force and effect as if said payment or payments had not been made, and Guarantor any Borrower shall be liable to the maximum amount of the Guaranteed Obligations, for the full amount Lender is required to repay plus any and all costs and expenses (including attorneys’ ' fees and expenses and attorneys’ ' fees and expenses incurred pursuant to in proceedings arising brought under the Bankruptcy Code) paid by Lender in connection therewith.

Indefeasible Payment. The Guaranteed Obligations shall not be considered indefeasibly paid for purposes of this Guaranty unless and until all payments to Lender Guarantied Party are no longer subject to any right on the part of any person, including BorrowerPurchaser, Borrower Purchaser as a debtor in possession, or any trustee (whether appointed under the Bankruptcy Code or otherwise) of any of Borrower’s assets Purchaser's assets, to invalidate or set aside such payments or to seek to recoup the amount of such payments or any portion thereof, or to declare same to be fraudulent or preferential. Upon such full and final performance and indefeasible payment of the Guaranteed Obligations Obligations, whether by Guarantor Purchaser pursuant to the Subordinated Note or Borrowerby any other person, Lender Guarantied Party shall have no obligation whatsoever to transfer or assign its interest interests in the Loan Documents Subordinated Note to Guarantor. In the event that, for any reason, any portion of such payments to Lender Guarantied Party is set aside or restored, whether voluntarily or involuntarily, after the making thereof, then the obligation intended to be satisfied thereby shall be revived and continued in full force and effect as if said payment or payments had not been made, and Guarantor shall be liable to the maximum amount of the Guaranteed Obligations, for the full amount Lender Guarantied Party is required to repay plus any and all costs and expenses (including attorneys’ ' fees and expenses and attorneys’ ' fees and expenses incurred pursuant to proceedings arising under the Bankruptcy Code) paid by Lender Guarantied Party in connection therewith.

Indefeasible Payment. The Guaranteed Apio Obligations shall not be considered indefeasibly paid for purposes of this Guaranty unless and until all payments to Lender are no longer subject to any right on the part of any personPerson, including BorrowerApio, Borrower Apio as a debtor in possession, or any trustee (whether appointed under pursuant to the Bankruptcy Code Code, or otherwise) of any of BorrowerApio’s assets Assets to invalidate or set aside such payments or to seek to recoup the amount of such payments or any portion thereof, or to declare same to be fraudulent or preferential. Upon such full and final performance and indefeasible payment of the Guaranteed Obligations whether by Guarantor or BorrowerApio Obligations, Lender shall have no obligation whatsoever to transfer or assign its interest in this Agreement and the Apio Loan Documents to GuarantorBorrower. In the event that, for any reason, any portion of such payments to Lender is set aside or restored, whether voluntarily or involuntarily, after the making thereof, then the obligation intended to be satisfied thereby shall be revived and continued in full force and effect as if said payment or payments had not been made, and Guarantor Borrower shall be liable to the maximum amount of the Guaranteed Obligations, for the full amount Lender is required to repay plus any and all costs and expenses (including attorneys’ fees and expenses and attorneys’ fees and expenses incurred pursuant to in proceedings arising brought under the Bankruptcy Code) paid by Lender in connection therewith.

Indefeasible Payment. The Guaranteed Obligations shall not be considered indefeasibly paid Paid in Full for purposes of this Guaranty unless and until all payments to Lender are no longer subject to any right on the part of any person, including any Borrower, any Borrower as a debtor in possession, or any trustee (whether appointed under the Bankruptcy Code or otherwise) of any of Borrower’s assets to invalidate or set aside such payments or to seek to recoup the amount of such payments or any portion thereof, or to declare same to be fraudulent or preferential. Upon such full and final performance and indefeasible payment of the Guaranteed Obligations whether by any Guarantor or any Borrower, Lender shall have no obligation whatsoever to transfer or assign its interest in the Secured Loan Documents to any Guarantor. In the event that, for any reason, any portion of such payments to Lender is set aside or restored, whether voluntarily or involuntarily, after the making thereof, then the obligation intended to be satisfied thereby shall be revived and continued in full force and effect as if said payment or payments had not been made, and each Guarantor shall be liable to the maximum amount of the Guaranteed Obligations, for the full amount Lender is required to repay plus any and all costs and expenses (including attorneys’ fees and expenses and attorneys’ fees and expenses incurred pursuant to proceedings arising under the Bankruptcy Codefees) paid by Lender in connection therewith.

Indefeasible Payment. The Guaranteed Obligations shall not be considered indefeasibly paid for purposes of this Guaranty unless and until all payments to Lender Bank are no longer subject to any right on the part of any personPerson, including any Borrower, any Borrower as a debtor in possession, or any trustee (whether appointed under pursuant to the Bankruptcy Code Code, or otherwise) of any of Borrower’s assets Assets to invalidate or set aside such payments or to seek to recoup the amount of such payments or any portion thereof, or to declare same to be fraudulent or preferential. Upon such full and final performance and indefeasible payment of the Guaranteed Obligations whether by Guarantor or BorrowerObligations, Lender Bank shall have no obligation whatsoever to transfer or assign its interest in this Agreement and the Loan Documents to Guarantorany Borrower. In the event that, for any reason, any portion of such payments to Lender Bank is set aside or restored, whether voluntarily or involuntarily, after the making thereof, then the obligation intended to be satisfied thereby shall be revived and continued in full force and effect as if said payment or payments had not been made, and Guarantor any Borrower shall be liable to the maximum amount of the Guaranteed Obligations, for the full amount Lender Bank is required to repay plus any and all costs and expenses (including reasonable attorneys’ fees and expenses and attorneys’ fees and expenses incurred pursuant to in proceedings arising brought under the Bankruptcy Code) paid by Lender Bank in connection therewith.

Indefeasible Payment. The Guaranteed Obligations shall not be considered indefeasibly paid for purposes of this Guaranty unless and until all payments to Lender Foothill are no longer subject to any right on the part of any person, including Borrower, Borrower as a debtor in possession, or any trustee (whether appointed under the Bankruptcy Code or otherwise) of any of Borrower’s 's assets to invalidate or set aside such payments or to seek to recoup the amount of such payments or any portion thereof, or to declare same to be fraudulent or preferential. Upon such full and final performance and indefeasible payment of the Guaranteed Obligations whether by Guarantor or Borrower, Lender Foothill shall have no obligation whatsoever to transfer or assign its interest in the Loan Documents to Guarantor. In the event that, for any reason, any portion of such payments to Lender Foothill is set aside or restored, whether voluntarily or involuntarily, after the making thereof, then the obligation intended to be satisfied thereby shall be revived and continued in full force and effect as if said payment or payments had not been made, and Guarantor shall be liable to the maximum amount of the Guaranteed Obligations, for the full amount Lender Foothill is required to repay plus any and all costs and expenses (including attorneys’ fees and expenses and attorneys’ fees and expenses incurred pursuant to proceedings arising under the Bankruptcy Code' fees) paid by Lender Foothill in connection therewith.

Indefeasible Payment. The Guaranteed Obligations and the Debt shall not be considered indefeasibly paid for purposes of this Guaranty unless and until all payments to Lender are no longer subject to any right on the part of any personperson or entity, including Borrower, Borrower as a debtor in possession, or any trustee (whether appointed under the Bankruptcy Code or otherwise) of any of Borrower’s assets to invalidate or set aside such payments or to seek to recoup the amount of such payments or any portion thereof, or to declare same to be fraudulent or preferential. Upon Until such full and final performance and indefeasible payment of the Guaranteed Obligations whether by Guarantor or Borrower, Lender shall have no obligation whatsoever to transfer or assign its interest in the Loan Documents to Guarantor. In the event that, for any reason, any portion of such payments to Lender is set aside or restored, whether voluntarily or involuntarily, after the making thereof, then the obligation intended to be satisfied thereby shall be revived and continued in full force and effect as if said payment or payments had not been made, and Guarantor shall be liable to the maximum amount of the Guaranteed Obligations, for the full amount Lender is required to repay plus any and all costs and expenses (including attorneys’ fees and expenses and attorneys’ fees and expenses incurred pursuant to proceedings arising under the Bankruptcy Code) paid by Lender in connection therewith.

Indefeasible Payment. The Guaranteed Obligations shall not be considered indefeasibly paid for purposes of this Guaranty unless and until all payments to Lender Agent and Lenders are no longer subject to any right on the part of any personPerson, including any Borrower, any Borrower as a debtor in possession, or any trustee (whether appointed under the Bankruptcy Code pursuant to Debtor Relief Laws, or otherwise) of any of Borrower’s assets 's Assets to invalidate or set aside such payments or to seek to recoup the amount of such payments or any portion thereof, or to declare same to be fraudulent or preferential. Upon such full and final performance and indefeasible payment of the Guaranteed Obligations whether by Guarantor or BorrowerObligations, Lender Agent and Lenders shall have no obligation whatsoever to transfer or assign its interest in this Agreement and the Loan Documents to Guarantorany Borrower. In the event that, for any reason, any portion of such payments to Agent or any Lender is set aside or restored, whether voluntarily or involuntarily, after the making thereof, then the obligation intended to be satisfied thereby shall be revived and continued in full force and effect as if said payment or payments had not been made, and Guarantor any Borrower shall be liable to the maximum amount of the Guaranteed Obligations, for the full amount Agent or any Lender is required to repay plus any and all costs and expenses (including attorneys’ ' fees and expenses and attorneys’ ' fees and expenses incurred pursuant to in proceedings arising brought under the Bankruptcy CodeDebtor Relief Laws) paid by Agent or any Lender in connection therewith.

Indefeasible Payment. The Guaranteed Obligations shall not be considered indefeasibly paid for purposes of this Guaranty unless and until all payments to Lender Foothill are no longer subject to any right on the part of any person, including either Borrower, a Borrower as a debtor in possession, or any trustee (whether appointed under the Bankruptcy Code or otherwise) of any of either Borrower’s 's assets to invalidate or set aside such payments or to seek to recoup the amount of such payments or any portion thereof, or to declare same to be fraudulent or preferential. Upon Until such full and final performance and indefeasible payment of the Guaranteed Obligations whether by Guarantor or a Borrower, Lender Foothill shall have no obligation whatsoever to transfer or assign its interest in the Loan Documents to Guarantor. In the event that, for any reason, any portion of such payments to Lender Foothill is set aside or restored, whether voluntarily or involuntarily, after the making thereof, then the obligation intended to be satisfied thereby shall be revived and continued in full force and effect as if said payment or payments had not been made, and Guarantor shall be liable to the maximum amount of the Guaranteed Obligations, for the full amount Lender Foothill is required to repay plus any and all costs and expenses (including attorneys’ fees and expenses and attorneys’ fees and expenses incurred pursuant to proceedings arising under the Bankruptcy Code' fees) paid by Lender Foothill in connection therewith.

Indefeasible Payment. The Guaranteed Obligations and the Secured Indebtedness shall not be considered indefeasibly paid for purposes of this Guaranty unless and until all payments to Lender are no longer subject to any right on the part of any personperson or entity, including Borrower, Borrower as a debtor in possession, or any trustee (whether appointed under the Bankruptcy Code or otherwise) of any of Borrower’s assets to invalidate or set aside such payments or to seek to recoup the amount of such payments or any portion thereof, or to declare same to be fraudulent or preferential. Upon Until such full and final performance and indefeasible payment of the Guaranteed Obligations whether by Guarantor or Borrower, Lender shall have no obligation whatsoever to transfer or assign its interest in the Loan Documents to Guarantor. In the event that, for any reason, any portion of such payments to Lender is set aside or restored, whether voluntarily or involuntarily, after the making thereof, then the obligation intended to be satisfied thereby shall be revived and continued in full force and effect as if said payment or payments had not been made, and Guarantor shall be liable to the maximum amount of the Guaranteed Obligations, for the full amount Lender is required to repay plus any and all actual out-of-pocket costs and expenses (including attorneys’ fees and expenses and attorneys’ fees and expenses incurred pursuant to proceedings arising under the Bankruptcy Code) paid by Lender in connection therewith.

Indefeasible Payment. The Guaranteed Obligations and the Secured Indebtedness shall not be considered indefeasibly paid for purposes of this Guaranty unless and until all payments to Lender are no longer subject to any right on the part of any personperson or entity, including Borrower, Borrower as a debtor in possession, or any trustee (whether appointed under the Bankruptcy Code or otherwise) of any of GUARANTY OF RECOURSE OBLIGATIONS Borrower’s 's assets to invalidate or set aside such payments or to seek to recoup the amount of such payments or any portion thereof, or to declare same to be fraudulent or preferential. Upon Until such full and final performance and indefeasible payment of the Guaranteed Obligations whether by Guarantor or Borrower, Lender shall have no obligation whatsoever to transfer or assign its interest in the Loan Documents to Guarantor. In the event that, for any reason, any portion of such payments to Lender is set aside or restored, whether voluntarily or involuntarily, after the making thereof, then the obligation intended to be satisfied thereby shall be revived and continued in full force and effect as if said payment or payments had not been made, and Guarantor shall be liable to the maximum amount of the Guaranteed Obligations, for the full amount Lender is required to repay plus any and all costs and expenses (including attorneys’ fees and expenses and attorneys’ ' fees and expenses incurred pursuant to proceedings arising under the Bankruptcy Code) paid by Lender in connection therewith.

Indefeasible Payment. The Guaranteed Obligations and the Secured Indebtedness shall not be considered indefeasibly paid for purposes of this Guaranty unless and until all payments to Lender are no longer subject to any right on the part of any personperson or entity, including Borrower, Borrower as a debtor in possession, or any trustee (whether appointed under the Bankruptcy Code or otherwise) of any of Borrower’s assets to invalidate or set aside such payments or to seek to recoup the amount of such payments or any portion thereof, or to declare same to be fraudulent or preferential. Upon Until such full and final performance and indefeasible payment of the Guaranteed Obligations whether by Guarantor or Borrower, Lender shall have no obligation whatsoever to transfer or assign its interest in the Loan Documents to Guarantor. In the event that, for any reason, any portion of such payments to Lender is set aside or restored, whether voluntarily or involuntarily, after the making thereof, then the obligation intended to be satisfied thereby shall be revived and continued in full force and effect as if said payment or payments had not been made, and Guarantor shall be liable to the maximum amount of the Guaranteed Obligations, for the full amount Lender is required to repay plus any and all reasonable costs and expenses (including reasonable attorneys’ fees and expenses and reasonable attorneys’ fees and expenses incurred pursuant to proceedings arising under the Bankruptcy Code) paid by Lender in connection therewith.

Indefeasible Payment. The Guaranteed Obligations and the Secured Indebtedness shall not be considered indefeasibly paid for purposes of this Guaranty unless and until all payments to Lender are no longer subject to any right on the part of any personperson or entity, including Borrower, Borrower as a debtor in possession, or any trustee (whether appointed under the Bankruptcy Code or otherwise) of any of Borrower’s assets to invalidate or set aside such payments or to seek to recoup the amount of such payments or any portion thereof, or to declare same to be fraudulent or preferential. Upon Until such full and final performance and indefeasible payment of the Guaranteed Obligations whether by Guarantor or Borrower, Lender shall have no obligation whatsoever to transfer or assign its interest in the Loan Documents to Guarantor. In the event that, for any reason, any portion of such payments to Lender is set aside or restored, whether voluntarily or involuntarily, after the making thereof, then the obligation intended to be satisfied thereby shall be revived and continued in full force and effect as if said payment or payments had not been made, and Guarantor shall be liable to the maximum amount of the Guaranteed Obligations, for the full amount Lender is required to repay plus any and all costs and expenses (including attorneys’ fees and expenses and attorneys’ fees and expenses incurred pursuant to proceedings arising under the Bankruptcy Code) paid by Lender in connection therewith.

Indefeasible Payment. The Guaranteed Obligations shall not be considered indefeasibly paid for purposes of this Guaranty unless and until all payments to Lender the Agent and the Lenders are no longer subject to any right on the part of any personPerson, including the Borrower, the Borrower as a debtor in possession, or any trustee (whether appointed under the Bankruptcy Code or otherwise) of any of the Borrower’s assets 's assets, to invalidate or set aside such payments or to seek to recoup the amount of such payments or any portion thereof, or to declare same to be fraudulent or preferential. Upon such full and final absolute, indefeasible, irrevocable and unconditional payment, performance and indefeasible payment discharge of the Guaranteed Obligations Obligations, whether by Guarantor the Borrower pursuant to the Sale and Assignment Agreement, the Loan Agreement or Borrowerby any other Person, neither the Agent nor any Lender shall have no any obligation whatsoever to transfer or assign its interest interests in the Sale and Assignment Agreement or the Loan Documents to the Guarantor. In the event that, for any reason, any portion of such payments to Lender the Agent or the Lenders is set aside or restored, whether voluntarily or involuntarily, after the making thereof, then the obligation intended to be satisfied thereby shall be revived and continued in full force and effect as if said payment or payments had not been made, and the Guarantor shall be liable to the maximum amount of the Guaranteed Obligations, for the full amount the Agent or any Lender is required to repay plus any and all costs and expenses (including attorneys’ ' fees and expenses and attorneys’ ' fees and expenses incurred pursuant to proceedings arising under the Bankruptcy Code) paid by Lender in connection therewith.incurred

Indefeasible Payment. The Guaranteed Obligations shall not be considered indefeasibly paid for purposes of this Guaranty unless and until all payments to Lender Foothill are no longer subject to any right on the part of any person, including each Borrower, a Borrower as a debtor in possession, or any trustee (whether appointed under the Bankruptcy Code or otherwise) of any of either Borrower’s 's assets to invalidate or set aside such payments or to seek to recoup the amount of such payments or any portion thereof, or to declare same to be fraudulent or preferential. Upon Until such full and final performance and indefeasible payment of the Guaranteed Obligations whether by Guarantor or a Borrower, Lender Foothill shall have no obligation whatsoever to transfer or assign its interest in the Loan Documents to Guarantor. In the event that, for any reason, any portion of such payments to Lender Foothill is set aside or restored, whether voluntarily or involuntarily, after the making thereof, then the obligation intended to be satisfied thereby shall be revived and continued in full force and effect as if said payment or payments had not been made, and Guarantor shall be liable to the maximum amount of the Guaranteed Obligations, for the full amount Lender Foothill is required to repay plus any and all costs and expenses (including attorneys’ fees and expenses and attorneys’ fees and expenses incurred pursuant to proceedings arising under the Bankruptcy Code' fees) paid by Lender Foothill in connection therewith.

Indefeasible Payment. The Guaranteed Obligations shall not be considered indefeasibly paid for purposes of this Guaranty unless and until all payments to Lender Union Bank are no longer subject to any right on the part of any person, including Borrower, Borrower as a debtor in possession, or any trustee (whether appointed under the Bankruptcy Code or otherwise) of any of Borrower’s assets to invalidate or set aside such payments or to seek to recoup the amount of such payments or any portion thereof, or to declare same to be fraudulent or preferential. Upon such full and final performance and indefeasible payment of the Guaranteed Obligations whether by Guarantor or Borrower, Lender Union Bank shall have no obligation whatsoever to transfer or assign its interest in the Loan Documents to Guarantor. In the event that, for any reason, any portion of such payments to Lender Union Bank is set aside or restored, whether voluntarily or involuntarily, after the making thereof, then the obligation intended to be satisfied thereby shall be revived and continued in full force and effect as if said payment or payments had not been made, and Guarantor shall be liable to the maximum amount of the Guaranteed Obligations, for the full amount Lender Union Bank is required to repay plus any and all costs and expenses (including attorneys’ fees and expenses and attorneys’ fees and expenses incurred pursuant to proceedings arising under the Bankruptcy Codefees) paid by Lender Union Bank in connection therewith.

Indefeasible Payment. The Guaranteed Obligations and the Secured Indebtedness shall not be considered indefeasibly paid for purposes of this Guaranty unless and until all payments to Lender are no longer subject to any right on the part of any personPerson, including Borrower, Borrower as a debtor in possession, or any trustee (whether appointed under the Bankruptcy Code or otherwise) of any of Borrower’s assets to invalidate or set aside such payments or to seek to recoup the amount of such payments or any portion thereof, or to declare same to be fraudulent or preferential. Upon Until such full and final performance and indefeasible payment of the Guaranteed Obligations whether by Guarantor or Borrower, Lender shall have no obligation whatsoever to transfer or assign its interest in the Loan Documents to Guarantor. In the event that, for any reason, any portion of such payments to Lender is set aside or restored, whether voluntarily or involuntarily, after the making thereof, then the obligation intended to be satisfied thereby shall be revived and continued in full force and effect as if said payment or payments had not been made, and Guarantor shall be liable shall, to the maximum amount of the extent that such payment or payments constitute Guaranteed Obligations, be liable for the full amount Lender is required to repay plus any and all costs and expenses (including attorneys’ fees and expenses and attorneys’ fees and expenses incurred pursuant to proceedings arising under the Bankruptcy Code) paid by Lender in connection therewith.

Indefeasible Payment. The Guaranteed Obligations shall not be -------------------- considered indefeasibly paid for purposes of this Guaranty unless and until all payments to Lender Foothill are no longer subject to any right on the part of any person, including BorrowerBorrowers, Borrower Borrowers as a debtor debtors in possession, or any trustee (whether appointed under the Bankruptcy Code or otherwise) of any of Borrower’s Borrowers' assets to invalidate or set aside such payments or to seek to recoup the amount of such payments or any portion thereof, or to declare same to be fraudulent or preferential. Upon Until such full and final performance and indefeasible payment of the Guaranteed Obligations whether by Guarantor or BorrowerBorrowers, Lender Foothill shall have no obligation whatsoever to transfer or assign its interest in the Loan Documents to Guarantor. In the event that, for any reason, any portion of such payments to Lender Foothill is set aside or restored, whether voluntarily or involuntarily, after the making thereof, then the obligation intended to be satisfied thereby shall be revived and continued in full force and effect as if said payment or payments had not been made, and Guarantor shall be liable to the maximum amount of the Guaranteed Obligations, for the full amount Lender Foothill is required to repay plus any and all costs and expenses (including attorneys’ fees and expenses and attorneys’ fees and expenses incurred pursuant to proceedings arising under the Bankruptcy Code' fees) paid by Lender Foothill in connection therewith.

Indefeasible Payment. The Guaranteed Obligations shall not be considered indefeasibly paid for purposes of this Guaranty unless and until all payments to Lender are no longer subject to any right on the part of any personPerson, including any Borrower, any Borrower as a debtor in possession, or any trustee (whether appointed under pursuant to the Bankruptcy Code of the United States of America, or otherwise) of any of Borrower’s assets to invalidate or set aside such payments or to seek to recoup the amount of such payments or any portion thereof, or to declare same to be fraudulent or preferential. Upon such full and final performance and indefeasible payment of the Guaranteed Obligations whether by Guarantor or BorrowerObligations, Lender shall have no obligation whatsoever to transfer or assign its interest in this Agreement and the Loan Documents to Guarantorany Borrower. In the event that, for any reason, any portion of such payments to Lender is set aside or restored, whether voluntarily or involuntarily, after the making thereof, then the obligation intended to be satisfied thereby shall be revived and continued in full force and effect as if said payment or payments had not been made, and Guarantor any Borrower shall be liable to the maximum amount of the Guaranteed Obligations, for the full amount Lender is required to repay plus any and all costs and expenses (including reasonable and documented out-of-pocket attorneys’ fees and expenses and attorneys’ fees and expenses incurred pursuant to in proceedings arising brought under the Bankruptcy CodeCode of the United States of America) paid by Lender in connection therewith.

Indefeasible Payment. The Guaranteed Obligations shall not be considered indefeasibly paid for purposes of this Guaranty unless and until all payments to Lender PBC are no longer subject to any right on the part of any person, including Borrower, Borrower as a debtor in possession, or any trustee (whether appointed under the Bankruptcy Code or otherwise) of any of Borrower’s 's assets to invalidate or set aside such payments or to seek to recoup the amount of such payments or any portion thereof, or to declare same to be fraudulent or preferential. Upon such full and final performance and indefeasible payment of the Guaranteed Obligations whether by Guarantor or Borrower, Lender PBC shall have no obligation whatsoever to transfer or assign its interest in the Loan Documents to Guarantor. In the event that, for any reason, any portion of such payments to Lender PBC is set aside or restored, whether voluntarily or involuntarily, after the making thereof, then the obligation intended to be satisfied thereby shall be revived and continued in full force and effect as if said payment or payments had not been made, and Guarantor shall be liable to the maximum amount of the Guaranteed Obligations, for the full amount Lender PBC is required to repay plus any and all costs and expenses (including attorneys’ fees and expenses and attorneys’ fees and expenses incurred pursuant to proceedings arising under the Bankruptcy Code' fees) paid by Lender PBC in connection therewith.

Indefeasible Payment. The Guaranteed Guarantied Obligations shall not be -------------------- considered indefeasibly paid for purposes of this Guaranty unless and until all payments to the Lender Group are no longer subject to any right on the part of any personperson whomsoever, including Borrowereach Debtor, Borrower a Debtor as a debtor in possession, Guarantor, Guarantor as a debtor in possession or any trustee (whether appointed under the Bankruptcy Code or otherwise) of any of Borrower’s a Debtor's assets or Guarantor's assets to invalidate or set aside such payments or to seek to recoup the amount of such payments or any portion thereof, or to declare same to be fraudulent or preferential. Upon such full and final performance and indefeasible payment of the Guaranteed Obligations whether by Guarantor or Borrower, Lender shall have no obligation whatsoever to transfer or assign its interest in the Loan Documents to Guarantor. In the event that, for any reason, all or any portion of such payments to the Lender is Group are set aside or restored, whether voluntarily or involuntarily, after the making thereof, then the obligation or part thereof intended to be satisfied thereby shall be revived and continued in full force and effect as if said payment or payments had not been mademade and, and subject to Section 22 hereof, Guarantor shall be liable to the maximum amount of the Guaranteed Obligations, for the full amount the Lender ---------- Group is required to repay plus any and all costs and expenses (including reasonable attorneys’ fees and expenses and attorneys’ fees and expenses incurred pursuant to proceedings arising under the Bankruptcy Code' fees) paid by the Lender Group in connection therewith.

Indefeasible Payment. The Guaranteed Obligations shall not be considered indefeasibly paid for purposes of this Guaranty unless and until all payments to Lender are no longer subject to any right on the part of any personPerson, including any Borrower, any Borrower as a debtor in possession, or any trustee (whether appointed under pursuant to the Bankruptcy Code Code, or otherwise) of any of Borrower’s 's assets to invalidate or set aside such payments or to seek to recoup the amount of such payments or any portion thereof, or to declare same to be fraudulent or preferential. Upon such full and final performance and indefeasible payment of the Guaranteed Obligations whether by Guarantor or BorrowerObligations, Lender shall have no obligation whatsoever to transfer or assign its interest in this Agreement and the Loan Documents to Guarantorany Borrower. In the event that, for any reason, any portion of such payments to Lender is set aside or restored, whether voluntarily or involuntarily, after the making thereof, then the obligation intended to be satisfied thereby shall be revived and continued in full force and effect as if said payment or payments had not been made, and Guarantor any Borrower shall be liable to the maximum amount of the Guaranteed Obligations, for the full amount Lender is required to repay plus any and all costs and expenses (including attorneys’ ' fees and expenses and attorneys’ ' fees and expenses incurred pursuant to in proceedings arising brought under the Bankruptcy Code) paid by Lender in connection therewith.

Indefeasible Payment. The Guaranteed Obligations obligations under this Agreement shall not be considered indefeasibly paid for purposes of this Guaranty unless and until all payments to Lender Bank are no longer subject to any right on the part of any personPerson, including Borrower, Borrower as a debtor in possession, or any trustee (whether appointed under pursuant to the Bankruptcy Code Code, or otherwise) of any of Borrower’s assets to invalidate or set aside such payments or to seek to recoup the amount of such payments or any portion thereof, or to declare same to be fraudulent or preferential. Upon such full and final performance and indefeasible payment of the Guaranteed Obligations whether by Guarantor or Borrowerobligations under this Agreement, Lender Bank shall have no obligation whatsoever to transfer or assign its interest in this Agreement and the Loan Documents to GuarantorApio. In the event that, for any reason, any portion of such payments to Lender Bank is set aside or restored, whether voluntarily or involuntarily, after the making thereof, then the obligation intended to be satisfied thereby shall be revived and continued in full force and effect as if said payment or payments had not been made, and Guarantor Apio shall be liable to the maximum amount of the Guaranteed Obligations, for the full amount Lender Bank is required to repay plus any and all costs and expenses (including attorneys’ fees and expenses and attorneys’ fees and expenses incurred pursuant to in proceedings arising brought under the Bankruptcy Code) paid by Lender Bank in connection therewith.

Indefeasible Payment. The Guaranteed Obligations shall not be -------------------- considered indefeasibly paid for purposes of this Guaranty unless and until all payments to Lender Bank are no longer subject to any right on the part of any person, including Borrower, Borrower as a debtor in possession, or any trustee (whether appointed under the Bankruptcy Code or otherwise) of any of Borrower’s 's assets to invalidate or set aside such payments or to seek to recoup the amount of such payments or any portion thereof, or to declare same to be fraudulent or preferential. Upon such full and final performance and indefeasible payment of the Guaranteed Obligations whether by Guarantor or Borrower, Lender Bank shall have no obligation whatsoever to transfer or assign its interest in the Loan Documents to Guarantor. In the event that, for any reason, any portion of such payments to Lender Bank is set aside or restored, whether voluntarily or involuntarily, after the making thereof, then the obligation intended to be satisfied thereby shall be revived and continued in full force and effect as if said payment or payments had not been made, and Guarantor shall be liable to the maximum amount of the Guaranteed Obligations, for the full amount Lender Bank is required to repay plus any and all costs and expenses (including attorneys’ fees and expenses and attorneys’ fees and expenses incurred pursuant to proceedings arising under the Bankruptcy Code' fees) paid by Lender Bank in connection therewith. If this Guaranty shall have been cancelled or surrendered prior to the revival of Guarantor's liability pursuant to the preceding sentence, then this shall be reinstated in full force and effect, and Guarantor agrees to execute and deliver to Bank any additional documents, instruments or agreements reasonably required by Bank to reinstate the Guaranty or such liens and/or security interests. Guarantor's obligations under this Section 9 shall survive any termination or cancellation of this Guaranty.

Indefeasible Payment. The Guaranteed Obligations and the Secured Indebtedness shall not be considered indefeasibly paid for purposes of this GUARANTY OF RECOURSE OBLIGATIONS Guaranty unless and until all payments to Lender are no longer subject to any right on the part of any personperson or entity, including Borrower, Borrower as a debtor in possession, or any trustee (whether appointed under the Bankruptcy Code or otherwise) of any of Borrower’s 's assets to invalidate or set aside such payments or to seek to recoup the amount of such payments or any portion thereof, or to declare same to be fraudulent or preferential. Upon Until such full and final performance and indefeasible payment of the Guaranteed Obligations whether by Guarantor or Borrower, Lender shall have no obligation whatsoever to transfer or assign its interest in the Loan Documents to Guarantor. In the event that, for any reason, any portion of such payments to Lender is set aside or restored, whether voluntarily or involuntarily, after the making thereof, then the obligation intended to be satisfied thereby shall be revived and continued in full force and effect as if said payment or payments had not been made, and Guarantor shall be liable to the maximum amount of the Guaranteed Obligations, for the full amount Lender is required to repay plus any and all costs and expenses (including attorneys’ fees and expenses and attorneys’ ' fees and expenses incurred pursuant to proceedings arising under the Bankruptcy Code) paid by Lender in connection therewith.

Indefeasible Payment. The Guaranteed Obligations shall not be considered indefeasibly paid for purposes of this Guaranty unless and until all payments to Lender are no longer subject to any right on the part of any personPerson, including any Borrower, any Borrower as a debtor in possession, or any trustee (whether appointed under the Bankruptcy Code pursuant to Debtor Relief Laws, or otherwise) of any of Borrower’s assets Assets to invalidate or set aside such payments or to seek to recoup the amount of such payments or any portion thereof, or to declare same to be fraudulent or preferential. Upon such full and final performance and indefeasible payment of the Guaranteed Obligations whether by Guarantor (other than contingent indemnity obligations that are not then due and payable or Borrowerfor which any events or claims that would give rise thereto are not then pending), this Agreement and the liens created hereby shall terminate and Lender shall have no obligation whatsoever execute and deliver such documents, at Borrowers’ expense, as are necessary to transfer or assign release its interest liens in the Loan Documents Collateral and shall return any Collateral in its possession to GuarantorBorrowers. In Notwithstanding the foregoing, in the event that, for any reason, any portion of such payments to Lender is set aside or restored, whether voluntarily or involuntarily, after the making thereof, then the obligation intended to be satisfied thereby shall be revived and continued in full force and effect as if said payment or payments had not been made, and Guarantor any Borrower shall be liable to the maximum amount of the Guaranteed Obligations, for the full amount Lender is required to repay plus any and all costs and expenses (including attorneys’ fees and expenses and attorneys’ fees and expenses incurred pursuant to in proceedings arising brought under the Bankruptcy CodeDebtor Relief Laws) paid by Lender in connection therewith.

Indefeasible Payment. The Guaranteed Obligations shall not be considered indefeasibly paid for purposes of this Guaranty unless and until all payments to Lender are no longer subject to any right on the part of any person, including Borrower, Borrower as a debtor in possession, or any trustee (whether appointed under the Bankruptcy Code Reform Act of 1978 (11 U.S.C.), as amended or supplemented from time to time, and any successor statute, and any and all rules issued or promulgated in connection therewith (the “Bankruptcy Code”) or otherwise) of any of Borrower’s assets to invalidate or set aside such payments or to seek to recoup the amount of such payments or any portion thereof, or to declare same to be fraudulent or preferential. Upon such full and final performance and indefeasible payment of the Guaranteed Obligations whether by Guarantor or Borrower, Lender shall have no obligation whatsoever to transfer or assign its interest in the Loan Documents to Guarantor. In the event that, for any reason, any portion of such payments to Lender is set aside or restored, whether voluntarily or involuntarily, after the making thereof, then the obligation intended to be satisfied thereby shall be revived and continued in full force and effect as if said payment or payments had not been made, and Guarantor shall be liable to the maximum amount of the Guaranteed Obligations, for the full amount Lender is required to repay plus any and all costs and expenses (including attorneys’ fees and expenses and attorneys’ fees and expenses incurred pursuant to proceedings arising under the Bankruptcy Code) paid by Lender Xxxxxx in connection therewith.