Common use of Term of Guaranty Clause in Contracts

Term of Guaranty. This Guaranty shall continue in full force and effect until the Guarantor Liabilities are fully and indefeasibly paid, performed and discharged and the Transaction Documents are terminated. This Guaranty covers the Guarantor Liabilities whether presently outstanding or arising subsequent to the date hereof, including all amounts advanced by Buyer in stages or installments. Notwithstanding the foregoing, this Guaranty shall remain in full force and effect and continue to be effective, or be reinstated, as the case may be, and any payment of the Guarantor Liabilities hereunder shall be reinstated, revived and restored if at any time this Guaranty, the obligations of Guarantor under this Guaranty, payment and/or performance of all or any portion of the Guarantee Liabilities or any transfer by Guarantor to Buyer or any Indemnified Party in payment of all or any portion of the Guarantor Liabilities is rescinded, reduced in amount or is otherwise restored or returned by Buyer or any Indemnified Party (or Buyer or any Indemnified Party elects to do so on the advice of counsel) due to any of the foregoing being void or voidable under any Insolvency Law, including but not limited to, provisions of the Bankruptcy Code related to preferences, fraudulent conveyances, other voidable or recoverable payments of money or transfers of property or otherwise, or upon or in connection with an Act of Insolvency or Insolvency Proceeding with respect to, or the insolvency of, Seller, any co-Guarantor or any other Person obligated on or for the Guarantor Liabilities, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, or the assignment for the benefit of creditors by, Seller, any co-Guarantor or such other Person or any substantial part of such Seller’s, any co-Guarantor’s or such other Person’s property or assets, or otherwise, all as though such payments, transfer, performance or otherwise had not been made or occurred; provided, however, (i) if all or any portion of any payment, performance, transfer or otherwise is rescinded, reduced, restored or returned, the Guarantor Liabilities shall be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned and (ii) all reasonable costs and expenses (including, without limitation, any reasonable legal fees and disbursements) incurred by Buyer or any Indemnified Parties in connection with any of the foregoing shall be deemed to be included as a part of the Guarantor Liabilities.

Term of Guaranty. This Guaranty shall continue in full force and effect until the Guarantor Liabilities are fully and indefeasibly paid, performed and discharged and the Transaction Xxxxxxxxxx Documents are terminated. This Guaranty covers the Guarantor Liabilities whether presently outstanding or arising subsequent to the date hereof, including all amounts advanced by Buyer in stages or installments. Notwithstanding the foregoing, this Guaranty shall remain in full force and effect and continue to be effective, or be reinstated, as the case may be, and any payment of the Guarantor Liabilities hereunder shall be reinstated, revived and restored if at any time this Guaranty, the obligations of Guarantor under this Guaranty, payment and/or performance of all or any portion of the Guarantee Liabilities or any transfer by Guarantor to Buyer or any Indemnified Party Person in payment of all or any portion of the Guarantor Liabilities is rescinded, reduced in amount or is otherwise restored or returned by Buyer or any Indemnified Party Person (or Buyer or any Indemnified Party Person elects to do so on the advice of counsel) due to any of the foregoing being void or voidable under any Insolvency Law, including but not limited to, provisions of the Bankruptcy Code related to preferences, fraudulent conveyances, other voidable or recoverable payments of money or transfers of property or otherwise, or upon or in connection with an Act of Insolvency Event or Insolvency Proceeding with respect to, or the insolvency of, Seller, Pledgor, any co-Guarantor or any other Person obligated on or for the Guarantor Liabilities, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, or the assignment for the benefit of creditors by, Seller, Pledgor, any co-Guarantor or such other Person or any substantial part of such Seller’s, any Pledgor’s, any co-Guarantor’s or such other Person’s property or assets, or otherwise, all as though such payments, transfer, performance or otherwise had not been made or occurred; provided, however, (i) if all or any portion of any payment, performance, transfer or otherwise is rescinded, reduced, restored or returned, the Guarantor Liabilities shall be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned and (ii) all reasonable costs and expenses (including, without limitation, any reasonable legal fees and disbursements) incurred by Buyer or any Indemnified Parties Person in connection with any of the foregoing shall be deemed to be included as a part of the Guarantor Liabilities.

Term of Guaranty. This Guaranty shall continue in full force and effect until the Guarantor Guarantee Liabilities are fully and indefeasibly paid, performed and discharged and the Transaction Credit Documents are terminated. This Guaranty covers the Guarantor Guarantee Liabilities whether presently outstanding or arising subsequent to the date hereof, including all amounts advanced by Buyer the Administrative Agent or the Lenders in stages or installments. Notwithstanding the foregoing, this Guaranty shall remain in full force and effect and continue to be effective, or be reinstated, as the case may be, and any payment of the Guarantor Guarantee Liabilities hereunder shall be reinstated, revived and restored if at any time this Guarantypayment, the obligations of Guarantor under this Guaranty, payment and/or performance of all or any portion part thereof, of any of the Guarantee Liabilities is rescinded or any transfer by Guarantor to Buyer or any Indemnified Party in payment of all or any portion of the Guarantor Liabilities is rescinded, reduced in amount or is must otherwise be restored or returned by Buyer the Administrative Agent or any Indemnified Party (or Buyer or any Indemnified Party elects to do so on the advice of counsel) due to any of the foregoing being void or voidable under any Insolvency Law, including but not limited to, provisions of the Bankruptcy Code related to preferencesLenders as a preference, fraudulent conveyances, other voidable conveyance or recoverable payments of money or transfers of property or otherwise, or otherwise upon or in connection with an Act of Insolvency Event or Insolvency Proceeding with respect to, or to the insolvency of, Seller, any co-Guarantor Borrowers or any other Person obligated on or for the Guarantor Guarantee Liabilities, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, or the assignment for the benefit of creditors by, Seller, any co-Guarantor Borrowers or such other Person or any substantial part of such Seller’s, any co-Guarantor’s Borrowers’ or such other Person’s property Property or assets, or otherwise, all as though such payments, transfer, performance or otherwise payments had not been made or occurredmade; provided, however, (i) if provided that in the event payment of all or any portion part of any payment, performance, transfer the Guarantee Liabilities is rescinded or otherwise is rescinded, reduced, must be restored or returned, the Guarantor Liabilities shall be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned and (ii) all reasonable costs and expenses (including, without limitation, any reasonable legal fees and disbursements) incurred by Buyer the Administrative Agent or any Indemnified Parties the Lenders in connection with any of the foregoing defending and enforcing such reinstatement shall be deemed to be included as a part of the Guarantor Guarantee Liabilities.

Term of Guaranty. This Guaranty shall continue in full force and effect until the Guarantor Liabilities are or Borrower has fully and indefeasibly paidfinally paid all amounts (including, without limitation, the Indebtedness described in Section 2 hereof) and performed and discharged and the Transaction Documents are terminatedall obligations (including, without limitation, all obligations described in Section 3 hereof) required to be paid or performed by Guarantor under this Guaranty. This Guaranty covers the Guarantor Liabilities whether presently outstanding or arising subsequent Notwithstanding anything to the date hereofcontrary contained in this Section or elsewhere in this Guaranty or in any other Credit Document, including all amounts advanced (a) if pursuant to any bankruptcy, insolvency or other debtor relief law or any order or decision thereunder Lender must rescind or restore any payment or part thereof received by Buyer Lender in stages satisfaction of the Indebtedness or installments. Notwithstanding any part thereof, the foregoingterm “Indebtedness” as used herein includes such payment to the extent rescinded or restored, and, to the extent of the payment rescinded or restored, any prior return, cancellation, release or discharge by Lender of this Guaranty or of Guarantor shall be without effect and this Guaranty shall remain in full force and effect and continue to be effectivenotwithstanding such return, cancellation, release or be reinstated, as the case may bedischarge, and (b) if any payment indemnification indebtedness is incurred pursuant to any indemnity contained in any Credit Document, the term “Indebtedness” as used herein includes such indemnification indebtedness, and, to the extent of the such indemnification indebtedness, any prior return, cancellation, release or discharge by Lender of this Guaranty or of Guarantor Liabilities hereunder shall be reinstatedwithout effect and this Guaranty shall remain in full force and effect notwithstanding such return, revived and restored if at any time this Guarantycancellation, the obligations of Guarantor under this Guaranty, payment and/or performance of all release or any portion of the Guarantee Liabilities or any transfer by Guarantor to Buyer or any Indemnified Party in payment of all or any portion of the Guarantor Liabilities is rescinded, reduced in amount or is otherwise restored or returned by Buyer or any Indemnified Party (or Buyer or any Indemnified Party elects to do so on the advice of counsel) due to any of the foregoing being void or voidable under any Insolvency Law, including but not limited to, provisions of the Bankruptcy Code related to preferences, fraudulent conveyances, other voidable or recoverable payments of money or transfers of property or otherwise, or upon or in connection with an Act of Insolvency or Insolvency Proceeding with respect to, or the insolvency of, Seller, any co-Guarantor or any other Person obligated on or for the Guarantor Liabilities, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, or the assignment for the benefit of creditors by, Seller, any co-Guarantor or such other Person or any substantial part of such Seller’s, any co-Guarantor’s or such other Person’s property or assets, or otherwise, all as though such payments, transfer, performance or otherwise had not been made or occurred; provided, however, (i) if all or any portion of any payment, performance, transfer or otherwise is rescinded, reduced, restored or returned, the Guarantor Liabilities shall be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned and (ii) all reasonable costs and expenses (including, without limitation, any reasonable legal fees and disbursements) incurred by Buyer or any Indemnified Parties in connection with any of the foregoing shall be deemed to be included as a part of the Guarantor Liabilitiesdischarge.

Term of Guaranty. This Guaranty shall continue shall: (a) be an absolute and unconditional guaranty of satisfaction of the Correction Obligations and the Payment Obligations; and (b) remain in full force and effect until the Guarantor Liabilities are fully and indefeasibly paidexpiration of the Warranty Period, performed and discharged and when this Guaranty automatically shall terminate; provided that, if the Transaction Documents are terminatedLease has been terminated before the expiration of the Warranty Period, then this Guaranty automatically shall terminate simultaneously with the termination of the Lease. This Guaranty covers the Guarantor Liabilities whether presently outstanding or arising subsequent Notwithstanding anything to the date hereofcontrary set forth herein, including all amounts advanced by Buyer if, at the expiration of the Warranty Period, the Lease remains in stages full force and effect, and there are: (a) Punch-List items that have not been corrected or installments. Notwithstanding completed; or (b) Latent Defects or Warranty Items that have been identified to Landlord in accordance with the foregoing, terms and conditions of Section 10 of the Lease and that have not been corrected or completed; then this Guaranty shall remain in full force and effect and continue with respect to be effectivesuch Punch-List items, Latent Defects, or be reinstatedWarranty Items, as until such Punch-List items, Latent Defects, or Warranty Items are corrected or completed, when this Guaranty automatically shall terminate. Neither a conveyance or transfer of fee title to the case may beLeased Premises, and any payment nor an assignment or transfer of the interest of Landlord under the Lease (whether or not by operation of law) shall release, relieve, compromise, impair, or waive any liability or obligation of Guarantor Liabilities hereunder shall be reinstated, revived and restored if at any time hereunder. Except as provided in Section 1 of this Guaranty, the validity of this Guaranty, and the liabilities and obligations of Guarantor under this Guarantyhereunder, payment and/or performance of all or any portion of the Guarantee Liabilities or any transfer by Guarantor to Buyer or any Indemnified Party in payment of all or any portion of the Guarantor Liabilities is rescindedshall not be released, reduced in amount or is otherwise restored or returned by Buyer or any Indemnified Party (or Buyer or any Indemnified Party elects to do so on the advice of counsel) due to any of the foregoing being void or voidable under any Insolvency Lawrelieved, including but not limited tocompromised, provisions of the Bankruptcy Code related to preferencesimpaired, fraudulent conveyances, other voidable or recoverable payments of money or transfers of property or otherwisewaived, or upon or in connection with an Act of Insolvency or Insolvency Proceeding with respect toaffected by, or the insolvency of, Seller, any co-Guarantor or any other Person obligated on or for the Guarantor Liabilities, or upon or as a result of: (a) any action or omission of the appointment of a receiverTenant with respect to Landlord; (b) any release, intervenor or conservator ofcompromise, impairment, or trustee or similar officer for, or the assignment for the benefit of creditors by, Seller, any co-Guarantor or such other Person or any substantial part of such Seller’s, any co-Guarantor’s or such other Person’s property or assets, or otherwise, all as though such payments, transfer, performance or otherwise had not been made or occurred; provided, however, (i) if all or any portion waiver of any payment, performance, transfer rights or otherwise is rescinded, reduced, restored remedies of Tenant; or returned, (c) any delay or omission in the Guarantor Liabilities shall be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned and (ii) all reasonable costs and expenses (including, without limitation, any reasonable legal fees and disbursements) incurred by Buyer or any Indemnified Parties in connection with enforcement of any of the foregoing shall be deemed to be included as a part rights or remedies of Tenant (whether or not under the Guarantor LiabilitiesLease).

Term of Guaranty. This Guaranty shall continue in full force and effect until the Guarantor Liabilities are fully and indefeasibly paid, performed and discharged and the Transaction Repurchase Documents are terminatedterminated in writing, subject in each case to this Section 2.07 and all provisions which expressly survive termination (whether by their terms or as set forth in the termination agreement). This Guaranty covers the Guarantor Liabilities whether presently outstanding or arising subsequent to the date hereof, including all amounts advanced by Buyer in stages or installments. Notwithstanding the foregoing, this Guaranty shall remain in full force and effect and continue to be effective, or be reinstated, as the case may be, and any the obligations hereunder with respect to payment of the Guarantor Liabilities hereunder shall be reinstated, revived and restored if at any time this Guaranty, the obligations of Guarantor under this Guaranty, payment and/or performance of all or any portion of the Guarantee Guarantor Liabilities or any transfer by Guarantor to Buyer or any Indemnified Party Person in payment of all or any portion of the Guarantor Liabilities is rescinded, reduced in amount or is otherwise restored or returned by Buyer or any Indemnified Party Person (or Buyer or any Indemnified Party Person elects to do so on the advice of counsel) due to any Guaranty Agreement (Xxxxx Fargo/CIM Real Estate) CHAR1\1715883v11 of the foregoing being void or voidable under any Insolvency Law, including but not limited to, provisions of the Bankruptcy Code related to preferences, fraudulent conveyances, other voidable or recoverable payments of money or transfers of property or otherwise, or upon or in connection with an Act of Insolvency Event or Insolvency Proceeding with respect to, or the insolvency of, Seller, Pledgor, any co-Guarantor or any other Person obligated on or for the Guarantor Liabilities, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, or the assignment for the benefit of creditors by, Seller, Pledgor, any co-Guarantor or such other Person or any substantial part of such Seller’s, any Pledgor’s, any co-Guarantor’s or such other Person’s property or assets, or otherwise, all as though such payments, transfer, performance or otherwise had not been made or occurred; provided, however, (i) if all or any portion of any payment, performance, transfer or otherwise is rescinded, reduced, restored or returned, the Guarantor Liabilities shall be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned and (ii) all reasonable costs and expenses (including, without limitation, any reasonable legal fees and disbursements) incurred by Buyer or any Indemnified Parties Person in connection with any of the foregoing shall be deemed to be included as a part of the Guarantor Liabilities.

Term of Guaranty. This Guaranty shall continue in full force and effect until the Guarantor Guarantee Liabilities are fully and indefeasibly paid, performed and discharged and the Transaction Repurchase Documents are terminated. This Guaranty covers the Guarantor Guarantee Liabilities whether presently outstanding or arising subsequent to the date hereof, including all amounts advanced by Buyer the Deal Agent, the Purchaser and the other Secured Parties in stages or installments. Notwithstanding the foregoing, this Guaranty shall remain in full force and effect and continue to be effective, or be reinstated, as the case may be, and any payment of the Guarantor Guarantee Liabilities hereunder shall be reinstated, revived and restored if at any time this Guarantypayment, the obligations of Guarantor under this Guaranty, payment and/or performance of all or any portion part thereof, of any of the Guarantee Liabilities is rescinded or any transfer by Guarantor to Buyer or any Indemnified Party in payment of all or any portion of the Guarantor Liabilities is rescinded, reduced in amount or is must otherwise be restored or returned by Buyer the Deal Agent, the Purchaser or any Indemnified Party (or Buyer or any Indemnified Party elects to do so on the advice of counsel) due to any of the foregoing being void or voidable under any Insolvency Law, including but not limited to, provisions of the Bankruptcy Code related to preferencesother Secured Parties as a preference, fraudulent conveyances, other voidable conveyance or recoverable payments of money or transfers of property or otherwise, or otherwise upon or in connection with an Act of Insolvency Event or Insolvency Proceeding with respect to, or to the insolvency of, Seller, any co-Guarantor Seller or any other Person obligated on or for the Guarantor Guarantee Liabilities, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, or the assignment for the benefit of creditors by, Seller, any co-Guarantor Seller or such other Person or any substantial part of such Seller’s, any co-Guarantor’s or such other Person’s property Property or assets, or otherwise, all as though such payments, transfer, performance or otherwise payments had not been made or occurredmade; provided, however, (i) if that in the event payment of all or any portion part of any payment, performance, transfer the Guarantee Liabilities is rescinded or otherwise is rescinded, reduced, must be restored or returned, the Guarantor Liabilities shall be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned and (ii) all reasonable costs and expenses (including, without limitation, any reasonable legal fees and disbursements) incurred by Buyer or any Indemnified the Deal Agent, the Purchaser and the other Secured Parties in connection with any of the foregoing defending and enforcing such reinstatement shall be deemed to be included as a part of the Guarantor Guarantee Liabilities.

Term of Guaranty. This Guaranty shall continue in full force and effect until the Guarantor Liabilities are fully and indefeasibly paid, performed and discharged and the Transaction Documents are terminated. This Guaranty covers the Guarantor Liabilities whether presently outstanding or arising subsequent to the date hereof, including all amounts advanced by Buyer in stages or installments. Notwithstanding the foregoing, this Guaranty shall remain in full force and effect and continue to be effective, or be reinstated, as the case may be, and any payment of the Guarantor Liabilities hereunder shall be reinstated, revived and restored if at any time this Guaranty, the obligations of Guarantor under this Guaranty, payment and/or performance of all or any portion of the Guarantee Liabilities or any transfer by Guarantor to Buyer or any Indemnified Party in payment of all or any portion of the Guarantor Liabilities is rescinded, reduced in amount or is otherwise restored or returned by Buyer or any Indemnified Party (or Buyer or any Indemnified Party elects to do so on the advice of counsel) due to any of the foregoing being void or voidable under any Insolvency Law, including but not limited to, provisions of the Bankruptcy Code related to preferences, fraudulent conveyances, other voidable or recoverable payments of money or transfers of property or otherwise, or upon or in connection with an Act of Insolvency or Insolvency Proceeding with respect to, or the insolvency of, Seller, any co-Guarantor or any other Person obligated on or for the Guarantor Liabilities, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, or the assignment for the benefit of creditors by, Seller, any co-Guarantor or such other Person or any substantial part of such Seller’s, any co-Guarantor’s or such other Person’s property or assets, or otherwise, all as though such payments, transfer, performance or otherwise had not been made or occurred; provided, however, (i) if all or any portion of any payment, performance, transfer or otherwise is rescinded, reduced, restored or returned, the Guarantor Liabilities shall be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned and (ii) all reasonable costs and expenses (including, without limitation, any reasonable legal fees and disbursements) incurred by Buyer or any Indemnified Parties in connection with any of the foregoing shall be deemed to be included as a part of the Guarantor Liabilities.. A&R Limited Guaranty (Citibank and Northstar)

Term of Guaranty. This Guaranty shall continue in full force and effect until the Guarantor Liabilities are fully and indefeasibly paid, performed and discharged and the Transaction Repurchase Documents are terminated. This Guaranty covers the Guarantor Liabilities whether presently outstanding or arising subsequent to the date hereof, including all amounts advanced by Buyer in stages or installments. Notwithstanding the foregoing, this Guaranty shall remain in full force and effect and continue to be effective, or be reinstated, as the case may be, and any payment of the Guarantor Liabilities hereunder shall be reinstated, revived and restored if at any time this Guaranty, the obligations of Guarantor under this Guaranty, payment and/or performance of all or any portion of the Guarantee Liabilities or any transfer by Guarantor to Buyer or any Indemnified Party Person in payment of all or any portion of the Guarantor Liabilities is rescinded, reduced in amount or is otherwise restored or returned by Buyer or any Indemnified Party Person (or Buyer or any Indemnified Party Person elects to do so on the advice of counsel) due to any of the foregoing being void or voidable under any Insolvency Law, including but not limited to, provisions of the Bankruptcy Code related to preferences, fraudulent conveyances, other voidable or recoverable payments of money or transfers of property or otherwise, or upon or in connection with an Act of Insolvency Event or Insolvency Proceeding with respect to, or the insolvency of, Seller, Pledgor, any co-Guarantor co‑Guarantor or any other Person obligated on or for the Guarantor Liabilities, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, or the assignment for the benefit of creditors by, Seller, Pledgor, any co-Guarantor co‑Guarantor or such other Person or any substantial part of such Seller’s's, any co-Guarantor’s Pledgor's, any co‑Guarantor's or such other Person’s 's property or assets, or otherwise, all as though such payments, transfer, performance or otherwise had not been made or occurred; provided, however, (i) if all or any portion of any payment, performance, transfer or otherwise is rescinded, reduced, restored or returned, the Guarantor Liabilities shall be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned and (ii) all reasonable costs and expenses (including, without limitation, any reasonable legal fees and disbursements) incurred by Buyer or any Indemnified Parties Person in connection with any of the foregoing shall be deemed to be included as a part of the Guarantor Liabilities.

Term of Guaranty. This Guaranty shall continue in full force and effect until the Guarantor Guarantee Liabilities are fully and indefeasibly paid, performed and discharged and the Transaction Repurchase Documents are terminated. This Guaranty covers the Guarantor Guarantee Liabilities whether presently outstanding or arising subsequent to the date hereof, including all amounts advanced by Buyer the Deal Agent, the Purchaser and the other Secured Parties in stages or installments. Notwithstanding the foregoing, this Guaranty shall remain in full force and effect and continue to be effective, or be reinstated, as the case may be, and any payment of the Guarantor Guarantee Liabilities hereunder shall be reinstated, revived and restored if at any time this Guarantypayment, the obligations of Guarantor under this Guaranty, payment and/or performance of all or any portion part thereof, of any of the Guarantee Liabilities is rescinded or any transfer by Guarantor to Buyer or any Indemnified Party in payment of all or any portion of the Guarantor Liabilities is rescinded, reduced in amount or is must otherwise be restored or returned by Buyer the Deal Agent, the Purchaser or any Indemnified Party (or Buyer or any Indemnified Party elects to do so on the advice of counsel) due to any of the foregoing being void or voidable under any Insolvency Law, including but not limited to, provisions of the Bankruptcy Code related to preferencesother Secured Parties as a preference, fraudulent conveyances, other voidable conveyance or recoverable payments of money or transfers of property or otherwise, or otherwise upon or in connection with an Act of Insolvency Event or Insolvency Proceeding with respect to, or to the insolvency of, Seller, any co-Guarantor Seller or any other Person obligated on or for the Guarantor Guarantee Liabilities, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, or the assignment for the benefit of creditors by, Seller, any co-Guarantor Seller or such other Person or any substantial part of such Seller’s, any co-Guarantor’s or such other Person’s property Property or assets, or otherwise, all as though such payments, transfer, performance or otherwise payments had not been made or occurredmade; provided, however, (i) if provided that in the event payment of all or any portion part of any payment, performance, transfer the Guarantee Liabilities is rescinded or otherwise is rescinded, reduced, must be restored or returned, the Guarantor Liabilities shall be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned and (ii) all reasonable costs and expenses (including, without limitation, any reasonable legal fees and disbursements) incurred by Buyer or any Indemnified the Deal Agent, the Purchaser and the other Secured Parties in connection with any of the foregoing defending and enforcing such reinstatement shall be deemed to be included as a part of the Guarantor Guarantee Liabilities. This Guaranty shall not be affected or impaired in any manner whatsoever by the Back-Up Guaranty, the Parent’s failure to honor or make payments under the Back-Up Guaranty or any other issue or defense relating to the Back-Up Guaranty or the Parent.

Term of Guaranty. This Guaranty shall continue in full force and effect until the Guarantor Liabilities are fully and indefeasibly paid, performed and discharged and the Transaction Repurchase Documents are terminated. This Guaranty covers the Guarantor Liabilities whether presently outstanding or arising subsequent to the date hereof, including all amounts advanced by Buyer in stages or installments. Notwithstanding the foregoing, this Guaranty shall remain in full force and effect and continue to be effective, or be reinstated, as the case may be, and any payment of the Guarantor Liabilities hereunder shall be reinstated, revived and restored if at any time this Guaranty, the obligations of Guarantor under this Guaranty, payment and/or performance of all or any portion of the Guarantee Liabilities or any transfer by Guarantor to Buyer or any Indemnified Party Person in payment of all or any portion of the Guarantor Liabilities is rescinded, reduced in amount or is otherwise restored or returned by Buyer or any Indemnified Party Person (or Buyer or any Indemnified Party Person elects to do so on the advice of counsel) due to any of the foregoing being void or voidable under any Insolvency Law, including but not limited to, provisions of the Bankruptcy Code related to preferences, fraudulent conveyances, other voidable or recoverable payments of money or transfers of property or otherwise, or upon or in connection with an Act of Insolvency Event or Insolvency Proceeding with respect to, or the insolvency of, Seller, Pledgor, any co-Guarantor or any other Person obligated on or for the Guarantor Liabilities, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, or the assignment for the benefit of creditors by, Seller, Pledgor, any co-Guarantor or such other Person or any substantial part of such Seller’s, any Pledgor’s, any co-Guarantor’s or such other Person’s property or assets, or otherwise, all as though such payments, transfer, performance or otherwise had not been made or occurred; provided, however, (i) if all or any portion of any payment, performance, transfer or otherwise is rescinded, reduced, restored or returned, the Guarantor Liabilities shall be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned and (ii) all reasonable costs and expenses (including, without limitation, any reasonable legal fees and disbursements) incurred by Buyer or any Indemnified Parties Person in connection with any of the foregoing shall be deemed to be included as a part of the Guarantor Liabilities.

Term of Guaranty. This Guaranty shall continue in full force and effect until the Guarantor Liabilities are has fully and indefeasibly paidfinally paid all amounts (including, without limitation, the Indebtedness described in Section 1 hereof) and performed and discharged and the Transaction Documents are terminatedall obligations (including, without limitation, all obligations described in Section 2 hereof) required to be paid or performed by Guarantor under this Guaranty. This Guaranty covers the Guarantor Liabilities whether presently outstanding or arising subsequent Notwithstanding anything to the date hereofcontrary contained in this Section or elsewhere in this Guaranty or in any other Loan Document, including all amounts advanced (a) if pursuant to any bankruptcy, insolvency or other debtor relief law or any order or decision thereunder Lender must rescind or restore any payment or part thereof received by Buyer Lender in stages satisfaction of the Indebtedness or installments. Notwithstanding any part thereof, the foregoingterm "Indebtedness" as used herein includes such payment to the extent rescinded or restored, and, to the extent of the payment rescinded or restored, any prior return, cancellation, release or discharge by Lender of this Guaranty or of Guarantor shall be without effect and this Guaranty shall remain in full force and effect and continue to be effectivenotwithstanding such return, cancellation, release or be reinstated, as the case may bedischarge, and (b) if any payment of the Guarantor Liabilities hereunder shall be reinstated, revived and restored if at any time this Guaranty, the obligations of Guarantor under this Guaranty, payment and/or performance of all or any portion of the Guarantee Liabilities or any transfer by Guarantor to Buyer or any Indemnified Party in payment of all or any portion of the Guarantor Liabilities indemnification indebtedness is rescinded, reduced in amount or is otherwise restored or returned by Buyer or any Indemnified Party (or Buyer or any Indemnified Party elects to do so on the advice of counsel) due incurred pursuant to any of the foregoing being void or voidable under indemnity contained in any Insolvency Law, including but not limited to, provisions of the Bankruptcy Code related to preferences, fraudulent conveyances, other voidable or recoverable payments of money or transfers of property or otherwise, or upon or in connection with an Act of Insolvency or Insolvency Proceeding with respect to, or the insolvency of, Seller, any co-Guarantor or any other Person obligated on or for the Guarantor Liabilities, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, or the assignment for the benefit of creditors by, Seller, any co-Guarantor or such other Person or any substantial part of such Seller’s, any co-Guarantor’s or such other Person’s property or assets, or otherwise, all as though such payments, transfer, performance or otherwise had not been made or occurred; provided, however, (i) if all or any portion of any payment, performance, transfer or otherwise is rescinded, reduced, restored or returned, the Guarantor Liabilities shall be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned and (ii) all reasonable costs and expenses Loan Document (including, without limitation, any reasonable legal fees and disbursements) incurred by Buyer or any Indemnified Parties in connection with any Section 6.21 of the foregoing Loan Agreement), the term "Indebtedness" as used herein includes such indemnification indebtedness, and, to the extent of such indemnification indebtedness, any prior return, cancellation, release or discharge by Lender of this Guaranty or of Guarantor shall be deemed to be included as a part of the Guarantor Liabilitieswithout effect and this Guaranty shall remain in full force and effect notwithstanding such return, cancellation, release or discharge.