Common use of Termination; Reinstatement Clause in Contracts

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under this Guaranty are indefeasibly paid in full in cash and any commitments of the Lenders or facilities provided by the Lenders with respect to the Guaranteed Obligations are terminated. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or the Guarantor is made, or any Secured Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Secured Parties in their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Agent (for the benefit of the Secured Parties) is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of the Guarantor under this paragraph shall be revived and this Guaranty reinstated in the event that this Guaranty is terminated prior to the occurrence of the events giving rise to the Guarantor’s obligations under this paragraph and the obligations of the Guarantor under this paragraph shall survive termination of this Guaranty. Notwithstanding the foregoing, or anything to the contrary contained in this Guaranty, any Guarantor’s obligations hereunder may be terminated and released at any time, including without limitation, at any time prior to the indefeasible payment and performance of all Guaranteed Obligations, in accordance with the terms of Credit Agreement, including without limitation, Section 6.12 and Section 9.11

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

Termination; Reinstatement. This Except for any release of a Guarantor pursuant to Section 9.10 of the Credit Agreement, this Guaranty is a continuing continuing, absolute and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under this Guaranty are indefeasibly paid in full in cash (other than contingent indemnification obligations that have not yet been asserted) and any commitments of the Lenders and the L/C Issuers or facilities provided by the Lenders and the L/C Issuers with respect to the Guaranteed Obligations are terminated. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the any Borrower or the a Guarantor is made, or the Administrative Agent, the L/C Issuer or any Secured Party Lender exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Secured Parties Administrative Agent, the L/C Issuer or such Lender in their its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Agent (for Administrative Agent, the benefit of the Secured Parties) L/C Issuer or such Lender is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of the Guarantor under this paragraph shall be revived and this Guaranty reinstated in the event that this Guaranty is terminated prior to the occurrence of the events giving rise to the Guarantor’s obligations under this paragraph and the obligations of the each Guarantor under this paragraph shall survive termination of this Guaranty. Notwithstanding the foregoing, or anything to the contrary contained in this Guaranty, any Guarantor’s obligations hereunder may be terminated and released at any time, including without limitation, at any time prior to the indefeasible payment and performance of all Guaranteed Obligations, in accordance with the terms of Credit Agreement, including without limitation, Section 6.12 and Section 9.11.

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under this Guaranty are indefeasibly paid in full in cash and any commitments of the Lenders or facilities provided by the Lenders with respect to the Guaranteed Obligations are terminated. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or the Guarantor is made, or any Secured Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Secured Parties in their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Agent (for the benefit of the Secured Parties) is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of the Guarantor under this paragraph shall be revived and this Guaranty reinstated in the event that this Guaranty is terminated prior to the occurrence of the events giving rise to the Guarantor’s obligations under this paragraph and the obligations of the Guarantor under this paragraph shall survive termination of this Guaranty. Notwithstanding the foregoing, or anything to the contrary contained in this Guaranty, any Guarantor’s obligations hereunder may be terminated and released at any time, including without limitation, at any time prior to the indefeasible payment and performance of all Guaranteed Obligations, in accordance with the terms of Credit Agreement, including without limitation, Section 6.12 and Section 9.119.12

Termination; Reinstatement. This Guaranty is If all of the Indebtedness (other than contingent liabilities pursuant to any indemnity, including without limitation Section 5.5 and Section 5.6 hereof, for claims which have not been asserted, or which have not yet accrued) shall have been paid and performed in full (in cash) and all commitments to extend credit or other credit accommodations under the Credit Agreement have been terminated, the Agent shall, upon the written request of the Debtors, execute and deliver to the Debtors a continuing proper instrument or instruments acknowledging the release and irrevocable guaranty termination of all Guaranteed Obligations now or hereafter existing the security interests created by this Agreement, and shall remain in full force duly assign and effect until all Guaranteed Obligations deliver to the Debtors (without recourse and without any other amounts payable under this Guaranty are indefeasibly paid in full in cash and any commitments representation or warranty) such of the Lenders Collateral as may be in the possession of the Agent and has not previously been sold or facilities otherwise applied pursuant to this Agreement; provided by however that, the Lenders with respect to the Guaranteed Obligations are terminated. Notwithstanding the foregoing, effectiveness of this Guaranty Agreement shall continue in full force and effect or be revivedreinstated, as the case may be, if in the event: (a) that any payment received or credit given by or on behalf of the Borrower Agent or the Guarantor is madeLenders, or any Secured Party exercises its right of them, is returned, disgorged, rescinded or required to be recontributed to any party as an avoidable preference, impermissible setoff, in respect fraudulent conveyance, restoration of the Guaranteed Obligations and such payment capital or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Secured Parties in their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding otherwise under any Debtor Relief Laws applicable state, federal, or otherwiselocal law of any jurisdiction, all including laws pertaining to bankruptcy or insolvency, and this Agreement shall thereafter be enforceable against the Debtors as if such returned, disgorged, recontributed or rescinded payment had or credit has not been made received or such setoff had not occurred given by the Agent or the Lenders, and whether or not the Agent or any Lender relied upon such payment or credit or changed its position as a consequence thereof or (for b) that any liability is imposed, or sought to be imposed against the benefit Agent or the Lenders, or any of them, relating to the environmental condition of any of property mortgaged or pledged to the Agent on behalf of the Secured PartiesLenders by any Debtor, the Borrower or other party as collateral (in whole or part) for any indebtedness or obligation evidenced or secured by this Agreement, whether such condition is in possession of known or has released this Guaranty and regardless unknown, now exists or subsequently arises (excluding only conditions which arise after acquisition by the Agent or any Lender of any prior revocationsuch property, rescissionin lieu of foreclosure or otherwise, termination due to the wrongful act or reduction. The obligations omission of the Guarantor under this paragraph shall be revived Agent or such Lenders, or any person other than the Borrower, the Subsidiaries, or any Affiliates of the Borrower or the Subsidiaries), and this Guaranty reinstated in Agreement shall thereafter be enforceable against the event that this Guaranty is terminated prior Debtors to the occurrence extent of all such liabilities, costs and expenses (including reasonable attorneys’ fees) incurred by the events giving rise Agent or Lenders as the direct or indirect result of any such environmental condition but only for which the Borrower is obligated to the Guarantor’s obligations under this paragraph Agent and the obligations of Lenders pursuant to the Guarantor under this paragraph shall survive termination Credit Agreement. For purposes of this Guaranty. Notwithstanding the foregoingAgreement “environmental condition” includes, or anything to the contrary contained in this Guaranty, any Guarantor’s obligations hereunder may be terminated and released at any time, including without limitation, at any time prior conditions existing with respect to the indefeasible payment surface or ground water, drinking water supply, land surface or subsurface strata and performance of all Guaranteed Obligations, in accordance with the terms of Credit Agreement, including without limitation, Section 6.12 and Section 9.11ambient air.

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations Commitments of the Lenders are terminated, no Letter of Credit remains outstanding and the Loans and any other amounts Obligations that are then accrued and payable under this Guaranty are indefeasibly have been paid in full full. At such time as the Loans, the L/C Borrowings and the other Obligations then due and owing shall have been paid in cash full, the Commitments have been terminated and any commitments no Letters of Credit shall be outstanding, this Agreement and all obligations (other than those expressly stated to survive termination) of the Lenders Guarantor shall terminate, all without delivery of any instrument or facilities provided performance of any act by and party. At the Lenders request of the Guarantor following any such termination, the Administrative Agent shall execute such documents as such Guarantor shall reasonably request to evidence such termination. In connection with respect the sale or disposition of all of the Capital Stock of any Guarantor permitted under the Credit Agreement, such Guarantor shall be released from its guaranty hereunder, all obligations of such Guarantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party. At the request of the Guarantor in connection with any such sale or other disposition, the Administrative Agent shall execute such documents as such Guarantor shall reasonably request to the Guaranteed Obligations are terminatedevidence such release and termination. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the any Borrower or the Guarantor is made, or the Administrative Agent or any Secured Party Lender exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Secured Parties Administrative Agent or any Lender in their its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwiseLaws, all as if such payment had not been made or such setoff had not occurred and whether or not the Administrative Agent (for the benefit of the Secured Parties) is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of the Guarantor under this paragraph shall be revived and this Guaranty reinstated in the event that this Guaranty is terminated prior to the occurrence of the events giving rise to the Guarantor’s obligations under this paragraph and the obligations of the Guarantor under this paragraph shall survive termination of this Guaranty. Notwithstanding the foregoing, or anything to the contrary contained in this Guaranty, any Guarantor’s obligations hereunder may be terminated and released at any time, including without limitation, at any time prior to the indefeasible payment and performance of all Guaranteed Obligations, in accordance with the terms of Credit Agreement, including without limitation, Section 6.12 and Section 9.11.

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

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Hasbro SA Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations Commitments of the Lenders are terminated, no Letter of Credit remains outstanding and the Loans and any other amounts Hasbro SA Obligations that are then accrued and payable under this Guaranty are indefeasibly have been paid in full full. At such time as the Loans, the L/C Borrowings and the other Hasbro SA Obligations then due and owing shall have been paid in cash full, the Commitments have been terminated and any commitments no Letters of Credit shall be outstanding, this Agreement and all obligations (other than those expressly stated to survive termination) of the Lenders Guarantor shall terminate, all without delivery of any instrument or facilities provided performance of any act by and party. At the Lenders with respect request of the Guarantor following any such termination, the Administrative Agent shall execute such documents as such Guarantor shall reasonably request to the Guaranteed Obligations are terminatedevidence such termination. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Designated Borrower or the Guarantor is made, or the Administrative Agent or any Secured Party Lender exercises its right of setoff, in respect of the Guaranteed Hasbro SA Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Secured Parties Administrative Agent or any Lender in their its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwiseLaws, all as if such payment had not been made or such setoff had not occurred and whether or not the Administrative Agent (for the benefit of the Secured Parties) is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of the Guarantor under this paragraph shall be revived and this Guaranty reinstated in the event that this Guaranty is terminated prior to the occurrence of the events giving rise to the Guarantor’s obligations under this paragraph and the obligations of the Guarantor under this paragraph shall survive termination of this Guaranty. Notwithstanding the foregoing, or anything to the contrary contained in this Guaranty, any Guarantor’s obligations hereunder may be terminated and released at any time, including without limitation, at any time prior to the indefeasible payment and performance of all Guaranteed Obligations, in accordance with the terms of Credit Agreement, including without limitation, Section 6.12 and Section 9.11.

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under this Guaranty are indefeasibly paid in full in cash (other than (i) contingent indemnification obligations as to which no claim has been asserted and (ii) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements either (x) as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made or (y) notice has not been received by the Administrative Agent from the applicable Cash Management Bank or Hedge Bank, as the case may be, that amounts are due and payable under such Secured Cash Management Agreement or Secured Hedge Agreement, as the case may be), the expiration or termination of all Letters of Credit (other than Extended Letters of Credit and any other Letter of Credit the Outstanding Amount of which has been Cash Collateralized or back-stopped by a letter of credit or other credit support in form and substance reasonably satisfactory to the Administrative Agent and the applicable L/C Issuer) and any commitments of the Lenders each Secured Party or facilities provided by the Lenders each Secured Party with respect to the Guaranteed Obligations are terminated. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the any Borrower or the any Guarantor is made, or any Secured Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the any Secured Parties Party in their its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Agent (for the benefit of the any Secured Parties) Party is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of the Guarantor under this paragraph shall be revived and this Guaranty reinstated in the event that this Guaranty is terminated prior to the occurrence of the events giving rise to the Guarantor’s obligations under this paragraph and the obligations of the each Guarantor under this paragraph shall survive termination of this Guaranty. Notwithstanding the foregoing, or anything to the contrary contained in this Guaranty, any Guarantor’s obligations hereunder may be terminated and released at any time, including without limitation, at any time prior to the indefeasible payment and performance of all Guaranteed Obligations, in accordance with the terms of Credit Agreement, including without limitation, Section 6.12 and Section 9.11.

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under this Guaranty the Loan Documents are indefeasibly paid in full in cash and the Revolving Commitment is terminated. If a Guarantor elects to revoke this Guaranty, such revocation shall not become effective until 10 Business Days after Lender receives written notice from such Guarantor revoking this Guaranty. If this Guaranty is revoked by any Guarantor, said revocation shall have no effect on the continuing liability of such Guarantor to guarantee unconditionally the prompt payment of all Obligations which are contracted or incurred prior to the fifth Business Day after receipt of the revocation notice, including any such prior Obligations which are subsequently renewed, modified or extended after such revocation becomes effective, as well as all extensions of credit made after revocation pursuant to any commitments made prior to such revocation. Revocation of the Lenders or facilities provided this Guaranty by the Lenders with respect to the Guaranteed Obligations are terminatedany Guarantor shall not relieve any other Guarantor of any liability hereunder. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or the any Guarantor is made, or any Secured Party Lender exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Secured Parties Lender in their its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws applicable law or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Agent (for the benefit of the Secured Parties) Lender is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of the each Guarantor under this paragraph shall be revived and this Guaranty reinstated in the event that this Guaranty is terminated prior to the occurrence of the events giving rise to the Guarantor’s obligations under this paragraph and the obligations of the Guarantor under this paragraph Section shall survive termination of this Guaranty. Notwithstanding the foregoing, or anything to the contrary contained in this Guaranty, any Guarantor’s obligations hereunder may be terminated and released at any time, including without limitation, at any time prior to the indefeasible payment and performance of all Guaranteed Obligations, in accordance with the terms of Credit Agreement, including without limitation, Section 6.12 and Section 9.11.

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations Agent and the other Secured Parties are given written notice of each Guarantor’s intention to discontinue the guaranty contained herein, notwithstanding any other amounts payable under this Guaranty are indefeasibly paid in full in cash and any commitments intermediate or temporary payment or settlement of the Lenders whole or facilities provided any part of the Obligations. No such notice shall be effective unless received and acknowledged by an officer of Agent at the Lenders address of Agent for notices set forth in this Agreement. No such notice shall affect any rights of Agent or the other Secured Parties or of any affiliate of Agent or the other Secured Parties hereunder, including without limitation the rights set forth in Sections 11.3 and 11.5, with respect to any Obligations incurred or accrued prior to the Guaranteed receipt of such notice or any Obligations are terminated. Notwithstanding incurred or accrued after the foregoingreceipt of such notice pursuant to this Agreement (including any Loans that the other Secured Parties may make at a time when they may have the right hereunder not to make such Loans), this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or the Guarantor is madeBank Product, or any Secured Party exercises its right other contract or commitment in existence prior to such receipt, all of setoffwhich Obligations shall continue to be unconditionally guaranteed by such Guarantor. All checks, in respect drafts, notes, instruments (negotiable or otherwise) and writings made by or for the account of the Guaranteed Borrowers and drawn on Agent or any Lender or any of its administrative agents purporting to be dated on or before the date of receipt of such notice, although presented to and paid or accepted by Agent or such Lender after that date, shall form part of the Obligations and shall continue to be unconditionally guaranteed by each Guarantor. The Guaranty contained herein shall continue to be effective or be reinstated, notwithstanding any such notice, if at any time any payment made or the proceeds of such setoff value received with respect to any Obligation is rescinded or must otherwise be returned by Agent or any part thereof is subsequently invalidatedLender upon the insolvency, declared to be fraudulent bankruptcy or preferentialreorganization of any Borrower, set aside or required (including pursuant to any settlement entered into by the Secured Parties in their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if though such payment had not been made or such setoff had not occurred and whether or not the Agent (for the benefit of the Secured Parties) is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of the Guarantor under this paragraph shall be revived and this Guaranty reinstated in the event that this Guaranty is terminated prior to the occurrence of the events giving rise to the Guarantor’s obligations under this paragraph and the obligations of the Guarantor under this paragraph shall survive termination of this Guaranty. Notwithstanding the foregoing, or anything to the contrary contained in this Guaranty, any Guarantor’s obligations hereunder may be terminated and released at any time, including without limitation, at any time prior to the indefeasible payment and performance of all Guaranteed Obligations, in accordance with the terms of Credit Agreement, including without limitation, Section 6.12 and Section 9.11value received.

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until 91 days following the date upon which all Guaranteed Obligations and any other amounts payable under this Guaranty are indefeasibly paid in full in cash and any commitments of the Lenders Secured Parties or facilities provided by the Lenders Secured Parties with respect to the Guaranteed Obligations are terminatedterminated and any Letters of Credit outstanding at such time shall have been cash collateralized in an amount equal to 100% of the Letter of Credit Undrawn Amount on terms reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or Borrower, the Guarantor or any other guarantor of any of the Senior Secured Obligations is made, or any Secured Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Secured Parties in their discretion) to be repaid to a trustee, receiver receiver, or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Agent (for the benefit of the Secured Parties) is Parties are in possession of or has have released this Guaranty and regardless of any prior revocation, rescission, termination termination, or reduction. The obligations of the Guarantor under this paragraph shall be revived and this Guaranty reinstated in the event that this Guaranty is terminated prior to the occurrence of the events giving rise to the Guarantor’s obligations under this paragraph and the obligations of the Guarantor under this paragraph shall survive termination of this Guaranty. Notwithstanding the foregoing, or anything to the contrary contained in this Guaranty, any Guarantor’s obligations hereunder may be terminated and released at any time, including without limitation, at any time prior to the indefeasible payment and performance of all Guaranteed Obligations, in accordance with the terms of Credit Agreement, including without limitation, Section 6.12 and Section 9.11.

Termination; Reinstatement. This Borrower Guaranty is a continuing and irrevocable guaranty of all Guaranteed Subsidiary Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations the termination of the Aggregate Commitments and any other amounts payable under this Guaranty are indefeasibly paid payment in full in cash of all Obligations (other than (x) contingent indemnification obligations, (y) contingent Guaranteed Subsidiary Obligations, and (z) Obligations under any commitments of the Lenders or facilities provided by the Lenders Secured Cash Management Agreements and Secured Hedge Agreements, provided, that with respect to Foreign Subsidiary F/X Obligations guaranteed pursuant to the Guaranteed Borrower Guaranty and Secured Hedge Agreements only, no Hedge Bank holding any Foreign Subsidiary F/X Obligations are terminatedor Obligations under any Secured Hedge Agreement, as the case may be, has provided written notice to the Administrative Agent, at least two (2) Business Days prior to the proposed date of any such release of Liens, that arrangements for replacement collateral, if any, consistent with the requirements of any applicable Foreign F/X Swap Contract or Secured Hedge Agreement have not been made for the benefit of such Hedge Bank) and the expiration or termination of all Letters of Credit (other than Letters of Credit that have been Cash Collateralized, back-stopped by a letter of credit or deemed reissued under another agreement, in each case, in a manner satisfactory to the applicable L/C Issuer, in its sole discretion). Notwithstanding the foregoing, this Borrower Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower Administrative Borrower, any Guarantor or the Guarantor any Foreign Swap Obligor is made, or the Administrative Agent or any other Secured Party exercises its right of setoff, in respect of the Guaranteed Subsidiary Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent or any other Secured Parties Party in their its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Administrative Agent (for the benefit of the Secured Parties) is in possession of or has released this Borrower Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of the Guarantor under this paragraph shall be revived and this Guaranty reinstated in the event that this Guaranty is terminated prior to the occurrence of the events giving rise to the Guarantor’s obligations under this paragraph and the obligations of the Guarantor Administrative Borrower under this paragraph shall survive termination of this Borrower Guaranty. Notwithstanding the foregoing, or anything to the contrary contained in this Guaranty, any Guarantor’s obligations hereunder may be terminated and released at any time, including without limitation, at any time prior to the indefeasible payment and performance of all Guaranteed Obligations, in accordance with the terms of Credit Agreement, including without limitation, Section 6.12 and Section 9.11.

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under this Guaranty the Loan Documents are indefeasibly paid in full in cash and cash. If a Guarantor elects to revoke this Guaranty, such revocation shall not become effective until 10 Business Days after Lender receives written notice from such Guarantor revoking this Guaranty. If this Guaranty is revoked by any Guarantor, said revocation shall have no effect on the continuing liability of such Guarantor to guarantee unconditionally the prompt payment of all Obligations which are contracted or incurred prior to the fifth Business Day after receipt of the revocation notice, including any such prior Obligations which are subsequently renewed, modified or extended after such revocation becomes effective, as well as all extensions of credit made after revocation pursuant to any commitments made prior to such revocation. Revocation of the Lenders or facilities provided this Guaranty by the Lenders with respect to the Guaranteed Obligations are terminatedany Guarantor shall not relieve any other Guarantor of any liability hereunder. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or the any Guarantor is made, or any Secured Party Lender exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Secured Parties Lender in their its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws applicable law or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Agent (for the benefit of the Secured Parties) Lender is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of the each Guarantor under this paragraph shall be revived and this Guaranty reinstated in the event that this Guaranty is terminated prior to the occurrence of the events giving rise to the Guarantor’s obligations under this paragraph and the obligations of the Guarantor under this paragraph Section shall survive termination of this Guaranty. Notwithstanding the foregoing, or anything to the contrary contained in this Guaranty, any Guarantor’s obligations hereunder may be terminated and released at any time, including without limitation, at any time prior to the indefeasible payment and performance of all Guaranteed Obligations, in accordance with the terms of Credit Agreement, including without limitation, Section 6.12 and Section 9.11.

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under this Guaranty are indefeasibly paid in full in cash (other than (i) contingent indemnification obligations as to which no claim has been asserted and (ii) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements either (x) as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made or (y) notice has not been received by the Administrative Agent from the applicable Cash Management Bank or Hedge Bank, as the case may be, that amounts are due and payable under such Secured Cash Management Agreement or Secured Hedge Agreement, as the case may be), the expiration or termination of all Letters of Credit (other than Extended Letters of Credit and any other Letter of Credit the Outstanding Amount of which has been Cash Collateralized or back-stopped by a letter of credit or other credit support in form and substance reasonably satisfactory to the Administrative Agent and the applicable L/C Issuer) and any commitments of the Lenders each Secured Party or facilities provided by the Lenders each Secured Party with respect to the Guaranteed Obligations are terminated. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the any Foreign Borrower or the any Guarantor is made, or any Secured Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the any Secured Parties Party in their its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Agent (for the benefit of the any Secured Parties) Party is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of the Guarantor under this paragraph shall be revived and this Guaranty reinstated in the event that this Guaranty is terminated prior to the occurrence of the events giving rise to the Guarantor’s obligations under this paragraph and the obligations of the each Guarantor under this paragraph shall survive termination of this Guaranty. Notwithstanding the foregoing, or anything to the contrary contained in this Guaranty, any Guarantor’s obligations hereunder may be terminated and released at any time, including without limitation, at any time prior to the indefeasible payment and performance of all Guaranteed Obligations, in accordance with the terms of Credit Agreement, including without limitation, Section 6.12 and Section 9.11.

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under this Guaranty are indefeasibly paid in full in cash and any commitments of the Lenders or facilities provided by the Lenders Commitments with respect to the Guaranteed Obligations are terminated. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the any Designated Borrower or the Guarantor Company is made, or any Secured Party of the Guaranteed Parties exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any of the Secured Guaranteed Parties in their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws federal bankruptcy laws (as now or hereafter in effect) or under any other laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding up or adjustment of debts, or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Agent (for the benefit of the Secured Parties) is Guaranteed Parties are in possession of or has have released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of the Guarantor under this paragraph shall be revived and this Guaranty reinstated in the event that this Guaranty is terminated prior to the occurrence of the events giving rise to the Guarantor’s obligations under this paragraph and the obligations of the Guarantor Company under this paragraph shall survive termination of this Guaranty. Notwithstanding the foregoing, or anything to the contrary contained in this Guaranty, any Guarantor’s obligations hereunder may be terminated and released at any time, including without limitation, at any time prior to the indefeasible payment and performance of all Guaranteed Obligations, in accordance with the terms of Credit Agreement, including without limitation, Section 6.12 and Section 9.11105

Termination; Reinstatement. This Subject to Section 2.21 and 10.17 of the Credit Agreement, this Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until (a) all Guaranteed Obligations and any other amounts payable under this Guaranty are indefeasibly paid in full in cash and any commitments all Revolving Credit Commitments have terminated, there exist no unpaid Reimbursement Obligations and no Letter of Credit issued for the account of the Lenders Borrower shall be outstanding or facilities provided (b) so long as no Event of Default has occurred and is continuing, then at such time as the aggregate outstanding principal amount of Indebtedness of Subsidiaries of OneBeacon Limited that is guaranteed by the Lenders with respect Borrower is $70,000,000 or less (excluding (i) any series of such Indebtedness if all of such series has been defeased (including legal or covenant defeasance) or discharged and (ii) such Indebtedness to the Guaranteed Obligations are terminatedextent it is held by the Borrower or any of its Subsidiaries). Notwithstanding the foregoing, this Guaranty any release of Guarantee Obligations pursuant to clause (a) above shall continue in full force and effect or be revived, deemed subject to the provision that such Guarantee Obligations shall be reinstated as to the case may be, Guarantors at the time of such release if after such release any portion of any payment by or on behalf of the Borrower or the Guarantor is made, or any Secured Party exercises its right of setoff, in respect of the Guaranteed Obligations and is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or such payment Guarantor, or upon or as a result of the proceeds appointment of a receiver, intervenor or conservator of, or trustee or other similar officer for, the Borrower or such setoff Guarantor or any substantial part thereof is subsequently invalidatedof its property, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Secured Parties in their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if though such payment had not been made or such setoff had not occurred and whether or not the Administrative Agent (for the benefit of the Secured Parties) is in possession of or has released this Guaranty and regardless Guaranty. In addition, upon request of the Borrower, the Administrative Agent shall (without vote or consent of any prior revocationLender) take such actions as may be required to release all Guarantee Obligations under this Guaranty of any Guarantor if such Guarantor is merged or consolidated into another Person and such Guarantor is not the surviving Person of such merger or consolidation, rescissionor such Guarantor is liquidated, termination wound-up or reductiondissolved, or such Guarantor otherwise ceases to be a Subsidiary of the Borrower; provided, however, that (x) the surviving Person of any such merger or consolidation is, or any assets transferred in connection with such liquidation, winding-up or dissolution are transferred to, a Guarantor (including a Subsidiary of the Borrower that becomes a Guarantor in connection with such transaction) or a Subsidiary of a Guarantor (including a Person that will become a Subsidiary of a Guarantor in connection with such transaction) or (y) after giving effect to any such merger, consolidation, liquidation, winding-up, dissolution, or cessation of such Guarantor’s status as a Subsidiary of the Borrower, the aggregate Consolidated Net Worth of all other Guarantors (including any Person that becomes a Guarantor or Subsidiary of a Guarantor in connection with such transaction but excluding for purposes of calculating the aggregate Consolidated Net Worth of all Guarantors any outstanding Indebtedness of the Borrower to a Guarantor (to the extent reflected as an asset of such Guarantor in the calculation of such Consolidated Net Worth) is not less than the amount then required by Section 7.1(a) of the Credit Agreement, on a pro forma basis as of the end of the most recently completed fiscal quarter for which financial statements have been delivered to the Administrative Agent pursuant to Section 6.1(a) of the Credit Agreement. The obligations of the Guarantor under this paragraph shall be revived and this Guaranty reinstated in the event that this Guaranty is terminated prior to the occurrence of the events giving rise to the Guarantor’s obligations under this paragraph and the obligations of the Guarantor Guarantors under this paragraph shall survive termination of this Guaranty. Notwithstanding the foregoing, or anything to the contrary contained in this Guaranty, any Guarantor’s obligations hereunder may be terminated and released at any time, including without limitation, at any time prior to the indefeasible payment and performance of all Guaranteed Obligations, in accordance with the terms of Credit Agreement, including without limitation, Section 6.12 and Section 9.11.

Termination; Reinstatement. This Guaranty is Upon the Payment in Full of the Indebtedness, the Agent shall, upon the written request of the Debtors, execute and deliver to the Debtors a continuing proper instrument or instruments acknowledging the release and irrevocable guaranty termination of all Guaranteed Obligations now or hereafter existing the security interests created by this Agreement, and shall remain in full force duly assign and effect until all Guaranteed Obligations deliver to the Debtors (without recourse and without any other amounts payable under this Guaranty are indefeasibly paid in full in cash and any commitments representation or warranty) such of the Lenders Collateral as may be in the possession of the Agent and has not previously been sold or facilities otherwise applied pursuant to this Agreement; provided by however that, the Lenders with respect to the Guaranteed Obligations are terminated. Notwithstanding the foregoing, effectiveness of this Guaranty Agreement shall continue in full force and effect or be revivedreinstated, as the case may be, if in the event: (a) that any payment received or credit given by or on behalf of the Borrower Agent or the Guarantor is madeLenders, or any Secured Party exercises its right of them, is returned, disgorged, rescinded or required to be recontributed to any party as an avoidable preference, impermissible setoff, in respect fraudulent conveyance, restoration of the Guaranteed Obligations and such payment capital or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Secured Parties in their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding otherwise under any Debtor Relief Laws applicable state, federal, or otherwiselocal law of any jurisdiction, all including laws pertaining to bankruptcy or insolvency, and this Agreement shall thereafter be enforceable against the Debtors as if such returned, disgorged, recontributed or rescinded payment had or credit has not been made received or such setoff had not occurred given by the Agent or the Lenders, and whether or not the Agent or any Lender relied upon such payment or credit or changed its position as a consequence thereof or (for b) that any liability is imposed, or sought to be imposed against the benefit Agent or the Lenders, or any of them, relating to the environmental condition of any of property mortgaged or pledged to the Agent on behalf of the Secured PartiesLenders by any Debtor, the Borrower or other party as collateral (in whole or part) for any indebtedness or obligation evidenced or secured by this Agreement, whether such condition is in possession of known or has released this Guaranty and regardless unknown, now exists or subsequently arises (excluding only conditions which arise after acquisition by the Agent or any Lender of any prior revocationsuch property, rescissionin lieu of foreclosure or otherwise, termination due to the wrongful act or reduction. The obligations omission of the Guarantor under this paragraph shall be revived Agent or such Lenders, or any person other than the Borrower, the Subsidiaries, or any Affiliates of the Borrower or the Subsidiaries), and this Guaranty reinstated in Agreement shall thereafter be enforceable against the event that this Guaranty is terminated prior Debtors to the occurrence extent of all such liabilities, costs and expenses (including reasonable attorneys’ fees) incurred by the events giving rise Agent or Lenders as the direct or indirect result of any such environmental condition but only for which the Borrower is obligated to the Guarantor’s obligations under this paragraph Agent and the obligations of Lenders pursuant to the Guarantor under this paragraph shall survive termination Credit Agreement. For purposes of this Guaranty. Notwithstanding the foregoingAgreement “environmental condition” includes, or anything to the contrary contained in this Guaranty, any Guarantor’s obligations hereunder may be terminated and released at any time, including without limitation, at any time prior conditions existing with respect to the indefeasible payment surface or ground water, drinking water supply, land surface or subsurface strata and performance of all Guaranteed Obligations, in accordance with the terms of Credit Agreement, including without limitation, Section 6.12 and Section 9.11ambient air.

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until the earlier of (a) the date upon which all Guaranteed Obligations and any other amounts payable under this Guaranty are indefeasibly paid in full in cash and any commitments of the Lenders or facilities provided by the Lenders Commitments with respect to the Guaranteed Obligations are terminated, and (b) the delivery by OpCo to the Secured Parties of the OpCo Financials in accordance with Section 6.04 of the Credit Agreement (the earlier to occur of (a) or (b) being referred to herein as the “Termination Date”). Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower any Loan Party or the Guarantor is made, or any of the Secured Party Parties exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any of the Secured Parties in their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws debtor relief laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Agent (for the benefit of the Secured Parties) is Parties are in possession of or has have released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of the Guarantor under this paragraph shall be revived and this Guaranty reinstated in the event that this Guaranty is terminated prior to the occurrence of the events giving rise to the Guarantor’s obligations under this paragraph and the obligations of the Guarantor under this paragraph shall survive termination of this Guaranty. Notwithstanding the foregoing, or anything to the contrary contained in this Guaranty, any Guarantor’s obligations hereunder may be terminated and released at any time, including without limitation, at any time prior to the indefeasible payment and performance of all Guaranteed Obligations, in accordance with the terms of Credit Agreement, including without limitation, Section 6.12 and Section 9.11.

Termination; Reinstatement. This Guaranty Agreement (a) shall terminate as of the date (the "Termination Date") that is a continuing and irrevocable guaranty the earlier of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under this Guaranty are indefeasibly (i) the date on which the Purchase Price has been paid in full in cash and any commitments of the Lenders or facilities provided by the Lenders with respect to the Guaranteed Obligations are terminated. Notwithstanding Purchase Transaction and (ii) the foregoingdate on which (A) the aggregate principal amount of all outstanding Loans has been paid in full, this Guaranty (B) the aggregate principal amount of any participations in unreimbursed LC Disbursements has been paid in full, (C) all accrued and unpaid interest and fees have 221 5 been paid in full, (D) all expenses reimbursable to the Lenders pursuant to Section 9.03 of the Credit Agreement have been paid in full, (E) the LC Exposure is zero and (F) the Lenders have no further commitment to lend under the Credit Agreement and (b) shall continue in full force and effect to be effective or be revivedreinstated, as the case may be, if at any payment by or on behalf of the Borrower or the Guarantor is madetime payment, or any part thereof, of the Purchase Price or an Obligation is rescinded or must otherwise be restored by any Lender, Secured Party exercises its right of setoff, in respect or Guarantor upon the bankruptcy or reorganization of the Guaranteed Obligations and such payment or Purchaser, the proceeds of such setoff or Borrower, any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Secured Parties in their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws Guarantor or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Agent (for the benefit of the Secured Parties) is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of the Guarantor under this paragraph shall be revived and this Guaranty reinstated in In the event that this Guaranty any such payment of an Obligation is terminated prior rescinded or must otherwise be restored, such amount shall be deemed to have been outstanding on the Effective Date and included in the Lenders' aggregate Total Exposures as of such date and, to the occurrence extent that there would have been any unused Available Guarantee Amount on the Effective Date after giving effect to the increase in the Lenders' aggregate Total Exposure and to the Purchase Transaction, the Purchaser shall be required to purchase additional Assigned Interests of the events giving rise Lenders representing such rescinded or restored payment (but not exceeding the amount of such unused Available Guarantee Amount) on the same basis as provided in Section 2 hereof with respect to the Guarantor’s obligations under this paragraph and the obligations of the Guarantor under this paragraph shall survive termination of this Guaranty. Notwithstanding the foregoing, or anything to the contrary contained in this Guaranty, any Guarantor’s obligations hereunder may be terminated and released at any time, including without limitation, at any time prior to the indefeasible payment and performance of all Guaranteed Obligations, in accordance with the terms of Credit Agreement, including without limitation, Section 6.12 and Section 9.11Purchase Transaction.

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under this Guaranty are indefeasibly paid in full in cash and any commitments of the Lenders or facilities provided by the Lenders with respect to the Guaranteed Obligations are terminated. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or the Guarantor is made, or any Secured Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Secured Parties in their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Agent (for the benefit of the Secured Parties) is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of the Guarantor under this paragraph shall be revived and this Guaranty reinstated in the event that this Guaranty is terminated prior to the occurrence of the events giving rise to the Guarantor’s 's obligations under this paragraph and the obligations of the Guarantor under this paragraph shall survive termination of this Guaranty. Notwithstanding the foregoing, or anything to the contrary contained in this Guaranty, any Guarantor’s 's obligations hereunder may be terminated and released at any time, including without limitation, at any time prior to the indefeasible payment and performance of all Guaranteed Obligations, in accordance with the terms of Credit Agreement, including without limitation, Section 6.12 and Section 9.11the

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under this Guaranty are indefeasibly paid in full in cash and any commitments of the Lenders or facilities provided by the Lenders with respect pursuant to the Guaranteed Obligations Loan Documents are terminated; provided that notwithstanding such termination this Guaranty shall remain in effect as to (i) any Guaranteed Obligation that remains outstanding at the time of such termination (including, without limitation, all renewals, compromises, extensions and modifications of such Guaranteed Obligation) and (ii) any indemnity obligations that arise after such termination by reason of any Guaranteed Obligation that was outstanding at or prior to the time of such termination. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the any Borrower or the any Guarantor is made, or the Administrative Agent or any Secured Lender Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Secured Parties Administrative Agent or any Lender Party in their its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Administrative Agent (for the benefit of the Secured Parties) is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of the Guarantor under this paragraph shall be revived and this Guaranty reinstated in the event that this Guaranty is terminated prior to the occurrence of the events giving rise to the Guarantor’s obligations under this paragraph and the obligations of the each Guarantor under this paragraph shall survive termination of this Guaranty. Notwithstanding the foregoing, or anything to the contrary contained in this Guaranty, any Guarantor’s obligations hereunder may be terminated and released at any time, including without limitation, at any time prior to the indefeasible payment and performance of all Guaranteed Obligations, in accordance with the terms of Credit Agreement, including without limitation, Section 6.12 and Section 9.11.

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

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under this Guaranty are indefeasibly paid in full in cash (other than contingent liabilities that survive termination of the Loan Documents and the Secured Hedge Agreements) and any commitments of the Lenders Credit Parties or facilities provided by the Lenders Credit Parties with respect to the Guaranteed Obligations are terminated. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or the any Guarantor is made, or any Secured Party exercises its the Credit Parties exercise their right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Secured Credit Parties in their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Agent (for the benefit of the Secured Parties) is Credit Parties are in possession of or has have released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of the Guarantor under this paragraph shall be revived and this Guaranty reinstated in the event that this Guaranty is terminated prior to the occurrence of the events giving rise to the Guarantor’s obligations under this paragraph and the obligations of the each Guarantor under this paragraph shall survive termination of this Guaranty. Notwithstanding the foregoingSection 7. NO SUBROGRATION. No Guarantor shall exercise any right of subrogation, contribution, or anything similar rights with respect to any payments it makes under this Guaranty until all of the Guaranteed Obligations and any amounts payable under this Guaranty are paid and performed in full (other than contingent liabilities that survive termination of the Loan Documents and the Secured Hedge Agreements) and any commitments of the Credit Parties or facilities provided by the Credit Parties with respect to the contrary contained Guaranteed Obligations are terminated. If any amounts are paid to any Guarantor in this Guaranty, any Guarantor’s obligations hereunder may be terminated and released at any time, including without violation of the foregoing limitation, at any time prior then such amounts shall be held in trust for the benefit of the Credit Parties and shall forthwith be paid to Administrative Agent, for the indefeasible payment and performance benefit of all the Credit Parties, to reduce the amount of the Guaranteed Obligations, in accordance with the terms of Credit Agreement, including without limitation, whether matured or unmatured. Section 6.12 and Section 9.118.

Termination; Reinstatement. This Subsidiary Guaranty is a continuing and irrevocable guaranty of all Guaranteed Borrower Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Borrower Obligations and any other amounts payable under this Subsidiary Guaranty are indefeasibly paid in full in cash and any commitments of the Lenders or facilities provided by the Lenders with respect to the Guaranteed Obligations are terminatedcash. Notwithstanding the foregoing, this Subsidiary Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or the any Subsidiary Guarantor is made, or any Secured Party the Lender exercises its right of setoff, in respect of the Guaranteed Borrower Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Secured Parties Lender in their its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Agent (for the benefit of the Secured Parties) Lender is in possession of or has have released this Subsidiary Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of Notwithstanding the Guarantor under this paragraph shall be revived and this Guaranty reinstated foregoing or anything to the contrary herein, (i) in the event that this Guaranty any Subsidiary Guarantor is terminated prior released or discharged as a guarantor of the obligations under or in connection with the Incorporated Agreement, then such Subsidiary Guarantor shall, contemporaneously with such release or discharge with respect to the occurrence Incorporated Agreement, be released and discharged as a Subsidiary Guarantor hereunder without the need for any further action by any party hereto; and (ii) in the event that the aggregate outstanding principal amount of the events giving rise Term Loan is permanently reduced at any time to $25,000,000 or less, then each Subsidiary Guarantor shall, contemporaneously with the reduction of the outstanding principal amount of the Term Loan to below $25,000,000, be released and discharged as a Subsidiary Guarantor hereunder, without the need for any further action by any party hereto, provided that any such release pursuant to clause (ii) above shall be subject to (x) the provisions of the immediately preceding sentence in this Paragraph 5(h) and (y) all guarantees of any Short Term Loan Facility made by any Subsidiary Guarantor being contemporaneously released with any release hereunder. In the case of any release or discharge as provided in the prior sentence, upon request from the Company, the Lender shall execute and deliver to the Guarantor’s obligations under this paragraph and Company an instrument prepared by the Company evidencing such release or discharge. The obligations of the each Subsidiary Guarantor under this paragraph shall survive termination of this Subsidiary Guaranty. Notwithstanding the foregoing, or anything to the contrary contained in this Guaranty, any Guarantor’s obligations hereunder may be terminated and released at any time, including without limitation, at any time prior to the indefeasible payment and performance of all Guaranteed Obligations, in accordance with the terms of Credit Agreement, including without limitation, Section 6.12 and Section 9.11.

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under this Guaranty are indefeasibly paid in full in cash and any commitments of the Lenders Lender or facilities provided by the Lenders Lender with respect to the Guaranteed Obligations are terminated. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or the Guarantor is made, or any Secured Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Secured Parties in their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Agent (for the benefit of the Secured Parties) is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of the Guarantor under this paragraph shall be revived and this Guaranty reinstated in the event that this Guaranty is terminated prior to the occurrence of the events giving rise to the Guarantor’s obligations under this paragraph and the obligations of the Guarantor under this paragraph shall survive termination of this Guaranty. Notwithstanding the foregoing, or anything to the contrary contained in this Guaranty, any Guarantor’s obligations hereunder may be terminated and released at any time, including without limitation, at any time prior to the indefeasible payment and performance of all Guaranteed Obligations, in accordance with the terms of Credit Agreement, including without limitation, Section 6.12 and Section 9.11paragraph.

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations (other than (x) contingent indemnification obligations, (y) Obligations under any Guaranteed Cash Management Agreement as to which arrangements satisfactory to the applicable Cash Management Bank have been made, and (z) Obligations under any Guaranteed Hedge Agreement as to which arrangements satisfactory to the applicable Hedge Bank have been made) and any other amounts payable under this Guaranty are indefeasibly paid in full in cash and any commitments of cash, the Lenders or facilities provided by the Lenders Commitments with respect to the Guaranteed Obligations are terminated and all Letters of Credit (other than Letters of Credit, if any, as to which other arrangements satisfactory to the Administrative Agent and the L/C Issuer shall have been made) have expired or terminated. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or any other Loan Party or the Guarantor is made, or any Secured Party of the Guaranteed Parties exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any of the Secured Guaranteed Parties in their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Agent (for the benefit of the Secured Parties) is Guaranteed Parties are in possession of or has have released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of the Guarantor under this paragraph shall be revived and this Guaranty reinstated in the event that this Guaranty is terminated prior to the occurrence of the events giving rise to the Guarantor’s obligations under this paragraph and the obligations of the Guarantor under this paragraph shall survive termination of this Guaranty. Notwithstanding the foregoing, or anything to the contrary contained in this Guaranty, any Guarantor’s obligations hereunder may be terminated and released at any time, including without limitation, at any time prior to the indefeasible payment and performance of all Guaranteed Obligations, in accordance with the terms of Credit Agreement, including without limitation, Section 6.12 and Section 9.11.

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

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until the earlier of: (a) all Guaranteed Obligations and (other than (i) contingent indemnification obligations for which no claim has been asserted, (ii) Obligations under any other amounts payable Secured Cash Management Agreement, Secured Hedge Agreement or Cash Pooling Arrangement or (iii) L/C Obligations for which the Outstanding Amount related thereto has been Cash Collateralized in the manner set forth in the Credit Agreement, back-stopped by a letter of credit reasonably satisfactory to the L/C Issuer or deemed reissued under this Guaranty another agreement reasonably satisfactory to the L/C Issuer) are indefeasibly paid in full in cash and any commitments of the Lenders or facilities provided by the Lenders with respect to the Guaranteed Obligations are terminated; and (b) the Specified U.S. Guarantor shall cease to exist as a result of the Restructuring. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower Borrowers or the Specified U.S. Guarantor is made, or the Administrative Agent or any other Secured Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent or any other Secured Parties Party in their its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Administrative Agent (for the benefit of the Secured Parties) is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of the Guarantor under this paragraph shall be revived and this Guaranty reinstated in the event that this Guaranty is terminated prior to the occurrence of the events giving rise to the Guarantor’s obligations under this paragraph and the obligations of the Specified U.S. Guarantor under this paragraph shall survive termination of this Guaranty. Notwithstanding the foregoing, or anything to the contrary contained in this Guaranty, any Guarantor’s obligations hereunder may be terminated and released at any time, including without limitation, at any time prior to the indefeasible payment and performance of all Guaranteed Obligations, in accordance with the terms of Credit Agreement, including without limitation, Section 6.12 and Section 9.11.

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under this Guaranty are indefeasibly paid in full in cash and any commitments the Lender is given written notice of the Lenders Guarantor's intention to discontinue this Guaranty, notwithstanding any intermediate or facilities provided temporary payment or settlement of the whole or any part of the Obligations. No such notice shall be effective unless received by the Lenders Lender's Senior Commercial Loan Officer at the notice address set forth in Section 12 hereof. No such notice shall affect any rights of the Lender or of any affiliate hereunder including, without limitation, the rights set forth in Sections 4 and 6, with respect to Obligations incurred prior to the Guaranteed receipt of such notice or Obligations are terminatedincurred pursuant to any contract or commitment in existence prior to such receipt, and all checks, drafts, notes, instruments (negotiable or otherwise) and writings made by or for the account of the Borrower and drawn on the Lender or any of its agents purporting to be dated on or before the date of receipt of such notice, although presented to and paid or accepted by the Lender after that date, shall form part of the Obligations. Notwithstanding the foregoing, this This Guaranty shall continue in full force and effect to be effective or be revivedreinstated, as the case may benotwithstanding any such notice, if at any time any payment made or value received with respect to an Obligation is rescinded or must otherwise be returned by the Lender upon the insolvency, bankruptcy or on behalf reorganization of the Borrower or the Guarantor is madeBorrower, or any Secured Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Secured Parties in their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if though such payment had not been made or such setoff had not occurred and whether or not the Agent (for the benefit of the Secured Parties) is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of the Guarantor under this paragraph shall be revived and this Guaranty reinstated in the event that this Guaranty is terminated prior to the occurrence of the events giving rise to the Guarantor’s obligations under this paragraph and the obligations of the Guarantor under this paragraph shall survive termination of this Guarantyvalue received. Notwithstanding the foregoingprovisions set forth above, or anything to the contrary contained in this Guaranty, any Guarantor’s obligations hereunder may Guaranty shall be terminated and released at any timethe Guarantor's obligations hereunder released, including without limitationupon Borrower's compliance, at any time prior to after completion of the indefeasible payment and performance of all Guaranteed ObligationsIPO (as defined in the Loan Agreement), in accordance with the terms financial covenants set forth in Sections 6.01(S) and 6.01(T) of Credit the Loan Agreement, including without limitation, Section 6.12 and Section 9.11tested for a full fiscal quarter.

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until the earlier of (a) the date on which all Guaranteed Obligations Commitments of the Lenders are terminated and the Advances and any other amounts Obligations that are then accrued and payable under this Guaranty are have been indefeasibly paid in full in cash and any commitments of the Lenders or facilities provided by the Lenders cash, (b) with respect to any individual Guarantor, the Guaranteed Obligations are terminateddate on which such Guarantor ceases to be a Subsidiary of the Borrower as a result of a transaction permitted under the Credit Agreement and (c) with respect to any individual Guarantor, the date on which the Borrower ceases to guarantee any Neptune Debt of such Guarantor (such earlier date, the “Release Date”). Upon the occurrence of the Release Date with respect to any Guarantor, this Guaranty and all obligations (other than those expressly stated to survive termination) of such Guarantor (but not of any other Guarantor for which the Release Date has not occurred) shall terminate, all without delivery of any instrument or performance of any act by and party. At the request of any such Guarantor following any such termination, the Agent shall execute such documents as such Guarantor shall reasonably request to evidence such termination. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or the Guarantor is made, or the Agent or any Secured Party Lender exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Secured Parties Agent orany Lender in their its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwiseLaws, all as if such payment had not been made or such setoff had not occurred and whether or not the Agent (for the benefit of the Secured Parties) is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of the Guarantor under this paragraph shall be revived and this Guaranty reinstated in the event that this Guaranty is terminated prior to the occurrence immediately preceding sentence of the events giving rise to the Guarantor’s obligations under this paragraph and the obligations of the Guarantor under this paragraph shall survive termination of this Guaranty. Notwithstanding the foregoing, or anything to the contrary contained in this Guaranty, any Guarantor’s obligations hereunder may be terminated and released at any time, including without limitation, at any time prior to the indefeasible payment and performance of all Guaranteed Obligations, in accordance with the terms of Credit Agreement, including without limitation, Section 6.12 and Section 9.11.

Termination; Reinstatement. This Guaranty is a continuing continuing, absolute, unconditional and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all of the Guaranteed Obligations and any other amounts payable under this Guaranty are have been indefeasibly paid and performed in full in cash immediately available funds, all Commitments are terminated and any commitments all Letters or Credit have been cancelled, have expired or terminated or have been collateralized to the satisfaction of the Lenders or facilities provided by Administrative Agent and the Lenders L/C Issuer. In the event that this Guaranty is terminated in accordance with respect the prior sentence, the Administrative Agent shall execute and deliver to the Guaranteed Obligations are terminatedany Guarantor, at such Guarantor’s expense, all documents that such Guarantor shall reasonably request to evidence such termination. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or the a Guarantor is made, or any a Secured Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the a Secured Parties Party in their its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Agent (for the benefit of the Secured Parties) is Parties are in possession of or has have released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of the Guarantor under this paragraph shall be revived and this Guaranty reinstated in the event that this Guaranty is terminated prior to the occurrence of the events giving rise to the Guarantor’s obligations under this paragraph and the obligations of the Guarantor Guarantors under this paragraph shall survive termination of this Guaranty. Notwithstanding the foregoing, or anything to the contrary contained in this Guaranty, any Guarantor’s obligations hereunder may be terminated and released at any time, including without limitation, at any time prior to the indefeasible payment and performance of all Guaranteed Obligations, in accordance with the terms of Credit Agreement, including without limitation, Section 6.12 and Section 9.11.

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under this Guaranty are indefeasibly paid in full in cash and any commitments of the Lenders or facilities provided by the Lenders with respect pursuant to the Guaranteed Obligations Loan Documents are terminated; provided that notwithstanding such termination this Guaranty shall remain in effect as to (i) any Guaranteed Obligation that remains outstanding at the time of such termination (including, without limitation, all renewals, compromises, extensions and modifications of such Guaranteed Obligation) and (ii) any indemnity obligations that arise after such termination by reason of any Guaranteed Obligation that was outstanding at or prior to the time of such termination. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the any Borrower or the Guarantor is made, or the Administrative Agent or any Secured Lender Party exercises its right of setoffsetoff , in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Secured Parties Administrative Agent or any Lender Party in their its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Administrative Agent (for the benefit of the Secured Parties) is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of the Guarantor under this paragraph shall be revived and this Guaranty reinstated in the event that this Guaranty is terminated prior to the occurrence of the events giving rise to the Guarantor’s obligations under this paragraph and the obligations of the Guarantor under this paragraph shall survive termination of this Guaranty. Notwithstanding the foregoing, or anything to the contrary contained in this Guaranty, any Guarantor’s obligations hereunder may be terminated and released at any time, including without limitation, at any time prior to the indefeasible payment and performance of all Guaranteed Obligations, in accordance with the terms of Credit Agreement, including without limitation, Section 6.12 and Section 9.11.

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under this Guaranty are indefeasibly paid in full in cash immediately available funds, all Letters of Credit have expired, terminated or been Cash Collateralized and any commitments the Revolving Commitments of the Lenders or facilities provided by the Lenders Lender Parties with respect to the Guaranteed Obligations are terminated. Upon the fulfillment of the preceding sentence, this Guaranty shall immediately, automatically terminate without any further action whatsoever. The Administrative Agent shall execute and deliver any instrument or document, make any filing, or take any action reasonably requested by the Borrower or such Subsidiary to effect or evidence any such release at the Borrower’s sole cost and expense. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or the any Guarantor is made, or any Secured Guaranteed Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Secured Parties a Guaranteed Party in their its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Agent (for the benefit of the Secured Parties) any Guaranteed Party is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of the Guarantor under this paragraph shall be revived and this Guaranty reinstated in the event that this Guaranty is terminated prior to the occurrence of the events giving rise to the Guarantor’s obligations under this paragraph and the obligations of the each Guarantor under this paragraph shall survive termination of this Guaranty. Notwithstanding the foregoing, or anything to the contrary contained in this Guaranty, any Guarantor’s obligations hereunder may be terminated and released at any time, including without limitation, at any time prior to the indefeasible payment and performance of all Guaranteed Obligations, in accordance with the terms of Credit Agreement, including without limitation, Section 6.12 and Section 9.11.

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Hasbro SA Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations Commitments of the Lenders are terminated, no Letter of Credit remains outstanding and the Loans and any other amounts Hasbro SA Obligations that are then accrued and payable under this Guaranty are indefeasibly have been paid in full full. At such time as the Loans, the L/C Borrowings and the other Hasbro SA Obligations then due and owing shall have been paid in cash full, the Commitments have been terminated and any commitments no Letters of Credit shall be outstanding, this Agreement and all obligations (other than those expressly stated to survive termination) of the Lenders Guarantor shall terminate, all without delivery of any instrument or facilities provided performance of any act by and party. At the Lenders with respect request of the Guarantor following any such termination, the Administrative Agent shall execute such documents as such Guarantor shall reasonably request to the Guaranteed Obligations are terminatedevidence such termination. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Designated Borrower or the Guarantor is made, or the Administrative Agent or any Secured Party Lender exercises its right of setoffset off, in respect of the Guaranteed Hasbro SA Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Secured Parties Administrative Agent or any Lender in their its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwiseLaws, all as if such payment had not been made or such setoff had not occurred and whether or not the Administrative Agent (for the benefit of the Secured Parties) is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of the Guarantor under this paragraph shall be revived and this Guaranty reinstated in the event that this Guaranty is terminated prior to the occurrence of the events giving rise to the Guarantor’s obligations under this paragraph and the obligations of the Guarantor under this paragraph shall survive termination of this Guaranty. Notwithstanding the foregoing, or anything to the contrary contained in this Guaranty, any Guarantor’s obligations hereunder may be terminated and released at any time, including without limitation, at any time prior to the indefeasible payment and performance of all Guaranteed Obligations, in accordance with the terms of Credit Agreement, including without limitation, Section 6.12 and Section 9.11.

Termination; Reinstatement. This Guaranty is If all of the Indebtedness (other than contingent liabilities pursuant to any indemnity, including without limitation Section 5.5 and Section 5.6 hereof, for claims which have not been asserted, or which have not yet accrued) shall have been paid and performed in full (in cash) and all commitments to extend credit or other credit accommodations under the Credit Agreement have been terminated, the Agent shall, upon the written request of the Debtors, execute and deliver to the Debtors a continuing proper instrument or instruments acknowledging the release and irrevocable guaranty termination of all Guaranteed Obligations now or hereafter existing the security interests created by this Agreement, and shall remain in full force duly assign and effect until all Guaranteed Obligations deliver to the Debtors (without recourse and without any other amounts payable under this Guaranty are indefeasibly paid in full in cash and any commitments representation or warranty) such of the Lenders Collateral as may be in the possession of the Agent and has not previously been sold or facilities otherwise applied pursuant to this Agreement; provided by however that, the Lenders with respect to the Guaranteed Obligations are terminated. Notwithstanding the foregoing, effectiveness of this Guaranty Agreement shall continue in full force and effect or be revivedreinstated, as the case may be, if in the event: (a) that any payment received or credit given by or on behalf of the Borrower Agent or the Guarantor is madeLenders, or any Secured Party exercises its right of them, is returned, disgorged, rescinded or required to be recontributed to any party as an avoidable preference, impermissible setoff, in respect fraudulent conveyance, restoration of the Guaranteed Obligations and such payment capital or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Secured Parties in their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding otherwise under any Debtor Relief Laws applicable state, federal, or otherwiselocal law of any jurisdiction, all including laws pertaining to bankruptcy or insolvency, and this Agreement shall thereafter be enforceable against the Debtors as if such returned, disgorged, recontributed or rescinded payment had or credit has not been made received or such setoff had not occurred given by the Agent or the Lenders, and whether or not the Agent or any Lender relied upon such payment or credit or changed its position as a consequence thereof or (for b) that any liability is imposed, or sought to be imposed against the benefit Agent or the Lenders, or any of them, relating to the environmental condition of any of property mortgaged or pledged to the Agent on behalf of the Secured PartiesLenders by any Debtor, the Borrower or other party as collateral (in whole or part) for any indebtedness or obligation evidenced or secured by this Agreement, whether such condition is in possession of known or has released this Guaranty and regardless unknown, now exists or subsequently arises (excluding only conditions which arise after acquisition by the Agent or any CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Lender of any prior revocationsuch property, rescissionin lieu of foreclosure or otherwise, termination due to the wrongful act or reduction. The obligations omission of the Guarantor under this paragraph shall be revived Agent or such Lenders, or any person other than the Borrower, the Subsidiaries, or any Affiliates of the Borrower or the Subsidiaries), and this Guaranty reinstated in Agreement shall thereafter be enforceable against the event that this Guaranty is terminated prior Debtors to the occurrence extent of all such liabilities, costs and expenses (including reasonable attorneys’ fees) incurred by the events giving rise Agent or Lenders as the direct or indirect result of any such environmental condition but only for which the Borrower is obligated to the Guarantor’s obligations under this paragraph Agent and the obligations of Lenders pursuant to the Guarantor under this paragraph shall survive termination Credit Agreement. For purposes of this Guaranty. Notwithstanding the foregoingAgreement “environmental condition” includes, or anything to the contrary contained in this Guaranty, any Guarantor’s obligations hereunder may be terminated and released at any time, including without limitation, at any time prior conditions existing with respect to the indefeasible payment surface or ground water, drinking water supply, land surface or subsurface strata and performance of all Guaranteed Obligations, in accordance with the terms of Credit Agreement, including without limitation, Section 6.12 and Section 9.11ambient air.

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until the earlier to occur of (x) the Distribution Time and (y) all Guaranteed Obligations and any other amounts payable under this Guaranty are indefeasibly paid in full in cash (other than unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case, for which no claim has been made) and any commitments of the Lenders or facilities provided by Commitments and the Lenders Facilities with respect to the Guaranteed Obligations are terminated, at which earlier time this Guaranty shall automatically terminate and Xxxxxxx shall be automatically and unconditionally released from the Xxxxxxx Guaranty and the provisions of this Article XII shall be of no further force and effect without any further action on the part of Xxxxxxx, the Company, any Lender or the Administrative Agent. The Administrative Agent shall, at Xxxxxxx’x expense, promptly execute and deliver to Xxxxxxx any documents that Xxxxxxx shall reasonably request to evidence such termination and release. Notwithstanding the foregoing, to the extent this Guaranty is not terminated pursuant to clause (x) above, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment made prior to the termination of this Guaranty by or on behalf of the Borrower Company, Xxxxxxx or the Guarantor any other Loan Party is made, or any Secured Party of the Lenders exercises its right of setoffset-off, in respect of the Guaranteed Obligations to the extent such right of set-off arose prior to the termination of this Guaranty, and such payment or the proceeds of such setoff set-off or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any of the Secured Parties Lenders in their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff set-off had not occurred and whether or not the Agent (for the benefit of the Secured Parties) is Lenders are in possession of or has have released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of the Guarantor under this paragraph shall be revived and If this Guaranty reinstated in the event that this Guaranty is terminated prior terminates other than pursuant to the occurrence of the events giving rise to the Guarantor’s obligations under this paragraph and clause (x) above, the obligations of the Guarantor Xxxxxxx under this paragraph shall survive termination of this Guaranty. Notwithstanding the foregoing, or anything to the contrary contained in this Guaranty, any Guarantor’s obligations hereunder may be terminated and released at any time, including without limitation, at any time prior to the indefeasible payment and performance of all Guaranteed Obligations, in accordance with the terms of Credit Agreement, including without limitation, Section 6.12 and Section 9.11.

Termination; Reinstatement. This Guaranty is If all of the Indebtedness (other than contingent liabilities pursuant to any indemnity, including without limitation Section 5.5 and Section 5.6 hereof, for claims which have not been asserted, or which have not yet accrued) shall have been paid and performed in full (in cash) and all commitments to extend credit or other credit accommodations under the Credit Agreement have been terminated, all of the security interests created by this Agreement or any other Loan Documents in favor of the Agent shall be released and terminated, and the Agent shall, upon the written request of the Debtors, execute and deliver to the Debtors a continuing proper instrument or instruments (including, without limitation, a payoff letter) acknowledging the release and irrevocable guaranty termination of all Guaranteed Obligations now or hereafter existing of the security interests created by this Agreement, and shall remain in full force duly assign and effect until deliver to the Debtors (without recourse and without any representation or warranty) all Guaranteed Obligations and any other amounts payable under this Guaranty are indefeasibly paid in full in cash and any commitments of the Lenders Collateral as may be in the possession of the Agent or facilities provided by the Lenders with respect assigned to the Guaranteed Obligations are terminated. Notwithstanding Agent that has not previously been sold or otherwise applied solely as permitted by this Agreement; provided however that, the foregoing, effectiveness of this Guaranty Agreement shall continue in full force and effect or be revivedreinstated, as the case may be, if in the event: (a) that any payment received or credit given by or on behalf of the Borrower Agent or the Guarantor is madeLenders, or any Secured Party exercises its right of them, is returned, disgorged, rescinded or required to be recontributed to any party as an avoidable preference, impermissible setoff, in respect fraudulent conveyance, restoration of the Guaranteed Obligations and such payment capital or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Secured Parties in their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding otherwise under any Debtor Relief Laws applicable state, federal, or otherwiselocal law of any jurisdiction, all including laws pertaining to bankruptcy or insolvency, and this Agreement shall thereafter be enforceable against the Debtors as if such returned, disgorged, recontributed or rescinded payment had or credit has not been made received or such setoff had not occurred given by the Agent or the Lenders, and whether or not the Agent or any Lender relied upon such payment or credit or changed its position as a consequence thereof or (for b) that any liability is imposed, or sought to be imposed against the benefit Agent or the Lenders, or any of them, relating to the environmental condition of any of property mortgaged or pledged to the Agent on behalf of the Secured PartiesLenders by any Debtor, the Borrower or other party as collateral (in whole or part) for any indebtedness or obligation evidenced or secured by this Agreement, whether such condition is in possession of known or has released this Guaranty and regardless unknown, now exists or subsequently arises (excluding only conditions which arise after acquisition by the Agent or any Lender of any prior revocationsuch property, rescissionin lieu of foreclosure or otherwise, termination due to the wrongful act or reduction. The obligations omission of the Guarantor under this paragraph shall be revived Agent or such Lenders, or any person other than the Borrower, the Subsidiaries, or any Affiliates of the Borrower or the Subsidiaries as determined by a court of competent jurisdiction in final, non-appealable order), and this Guaranty reinstated in Agreement shall thereafter be enforceable against the event that this Guaranty is terminated prior Debtors to the occurrence extent of all such liabilities, costs and expenses (including reasonable attorneys’ fees) incurred by the events giving rise Agent or Lenders as the direct or indirect result of any such environmental condition but only for which the Borrower is obligated to the Guarantor’s obligations under this paragraph Agent and the obligations of Lenders pursuant to the Guarantor under this paragraph shall survive termination Credit Agreement. For purposes of this Guaranty. Notwithstanding the foregoingAgreement “environmental condition” includes, or anything to the contrary contained in this Guaranty, any Guarantor’s obligations hereunder may be terminated and released at any time, including without limitation, at any time prior conditions existing with respect to the indefeasible payment surface or ground water, drinking water supply, land surface or subsurface strata and performance of all Guaranteed Obligations, in accordance with the terms of Credit Agreement, including without limitation, Section 6.12 and Section 9.11ambient air.

Termination; Reinstatement. This Guaranty is If all of the Indebtedness (other than contingent liabilities pursuant to any indemnity, including without limitation Section 5.5 and Section 5.6 hereof, for claims which have not been asserted, or which have not yet accrued) shall have been paid and performed in full (in cash) and all commitments to extend credit or other credit accommodations under the Credit Agreement have been terminated, the Bank shall, upon the written request of the Debtors, execute and deliver to the Debtors a continuing proper instrument or instruments acknowledging the release and irrevocable guaranty termination of all Guaranteed Obligations now or hereafter existing the security interests created by this Agreement, and shall remain in full force duly assign and effect until all Guaranteed Obligations deliver to the Debtors (without recourse and without any other amounts payable under this Guaranty are indefeasibly paid in full in cash and any commitments representation or warranty) such of the Lenders Collateral as may be in the possession of the Bank and has not previously been sold or facilities otherwise applied pursuant to this Agreement; provided by however that, the Lenders with respect to the Guaranteed Obligations are terminated. Notwithstanding the foregoing, effectiveness of this Guaranty Agreement shall continue in full force and effect or be revivedreinstated, as the case may be, if in the event: (a) that any payment received or credit given by the Bank is returned, disgorged, rescinded or on behalf required to be recontributed to any party as an avoidable preference, impermissible setoff, fraudulent conveyance, restoration of capital or otherwise under any applicable state, federal, or local law of any jurisdiction, including laws pertaining to bankruptcy or insolvency, and this Agreement shall thereafter be enforceable against the Debtors as if such returned, disgorged, recontributed or rescinded payment or credit has not been received or given by the Bank, and whether or not the Bank relied upon such payment or credit or changed its position as a consequence thereof or (b) that any liability is imposed, or sought to be imposed against the Bank relating to the environmental condition of any of property mortgaged or pledged to the Bank by any Debtor, the Borrower or other party as collateral (in whole or part) for any indebtedness or obligation evidenced or secured by this Agreement, whether such condition is known or unknown, now exists or subsequently arises (excluding only conditions which arise after acquisition by the Bank of any such property, in lieu of foreclosure or otherwise, due to the wrongful act or omission of the Bank, or any person other than the Borrower, the Subsidiaries, or any Affiliates of the Borrower or the Guarantor is madeSubsidiaries), or any Secured Party exercises its right and this Agreement shall thereafter be enforceable against the Debtors to the extent of setoffall such liabilities, in respect of the Guaranteed Obligations costs and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required expenses (including reasonable attorneys’ fees) incurred by the Bank as the direct or indirect result of any such environmental condition but only for which the Borrower is obligated to the Bank pursuant to any settlement entered into by the Secured Parties in their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Agent (for the benefit of the Secured Parties) is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reductionCredit Agreement. The obligations of the Guarantor under this paragraph shall be revived and this Guaranty reinstated in the event that this Guaranty is terminated prior to the occurrence of the events giving rise to the Guarantor’s obligations under this paragraph and the obligations of the Guarantor under this paragraph shall survive termination For purposes of this Guaranty. Notwithstanding the foregoingAgreement “environmental condition” includes, or anything to the contrary contained in this Guaranty, any Guarantor’s obligations hereunder may be terminated and released at any time, including without limitation, at any time prior conditions existing with respect to the indefeasible payment surface or ground water, drinking water supply, land surface or subsurface strata and performance of all Guaranteed Obligations, in accordance with the terms of Credit Agreement, including without limitation, Section 6.12 and Section 9.11ambient air.

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and (other than (i) contingent indemnification obligations for which no claim has been asserted, (ii) Obligations under any other amounts payable Secured Cash Management Agreement, Secured Hedge Agreement or Cash Pooling Arrangement or (iii) L/C Obligations for which the Outstanding Amount related thereto has been Cash Collateralized in the manner set forth in the Credit Agreement, back-stopped by a letter of credit reasonably satisfactory to the L/C Issuer or deemed reissued under this Guaranty another agreement reasonably satisfactory to the L/C Issuer) are indefeasibly paid in full in cash and any commitments of the Lenders or facilities provided by the Lenders with respect to the Guaranteed Obligations are terminated. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower Borrowers or the U.S. Guarantor is made, or the Administrative Agent or any other Secured Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent or any other Secured Parties Party in their its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Administrative Agent (for the benefit of the Secured Parties) is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of the Guarantor under this paragraph shall be revived and this Guaranty reinstated in the event that this Guaranty is terminated prior to the occurrence of the events giving rise to the Guarantor’s obligations under this paragraph and the obligations of the U.S. Guarantor under this paragraph shall survive termination of this Guaranty. Notwithstanding the foregoing, or anything to the contrary contained in this Guaranty, any Guarantor’s obligations hereunder may be terminated and released at any time, including without limitation, at any time prior to the indefeasible payment and performance of all Guaranteed Obligations, in accordance with the terms of Credit Agreement, including without limitation, Section 6.12 and Section 9.11.

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and (other than (i) contingent indemnification obligations for which no claim has been asserted, (ii) Obligations under any other amounts payable Secured Cash Management Agreement, Secured Hedge Agreement or Cash Pooling Arrangement or (iii) L/C Obligations for which the Outstanding Amount related thereto has been Cash Collateralized in the manner set forth in the Credit Agreement, back-stopped by a letter of credit reasonably satisfactory to the L/C Issuer or deemed reissued under this Guaranty another agreement reasonably satisfactory to the L/C Issuer) are indefeasibly paid in full in cash and any commitments of the Lenders or facilities provided by the Lenders with respect to the Guaranteed Obligations are terminated. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the any Designated Borrower or the Foreign Guarantor is made, or the Administrative Agent or any other Secured Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent or any other Secured Parties Party in their its discretion) to be repaid to a trustee, receiver, interim receiver, receiver and manager or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Administrative Agent (for the benefit of the Secured Parties) is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of the Guarantor under this paragraph shall be revived and this Guaranty reinstated in the event that this Guaranty is terminated prior to the occurrence of the events giving rise to the Guarantor’s obligations under this paragraph and the obligations of the Foreign Guarantor under this paragraph shall survive termination of this Guaranty. Notwithstanding the foregoing, or anything to the contrary contained in this Guaranty, any Guarantor’s obligations hereunder may be terminated and released at any time, including without limitation, at any time prior to the indefeasible payment and performance of all Guaranteed Obligations, in accordance with the terms of Credit Agreement, including without limitation, Section 6.12 and Section 9.11.

Termination; Reinstatement. This Guaranty Agreement (a) shall terminate as of the date (the "Termination Date") that is a continuing and irrevocable guaranty the earlier of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under this Guaranty are indefeasibly (i) the date on which the Purchase Price has been paid in full in cash and any commitments of the Lenders or facilities provided by the Lenders with respect to the Guaranteed Obligations are terminated. Notwithstanding Purchase Transaction and (ii) the foregoingdate on which (A) the aggregate principal amount of all outstanding Loans has been paid in full, this Guaranty (B) the aggregate principal amount of any participations in unreimbursed LC Disbursements has been paid in full, (C) all accrued and unpaid interest and fees have been paid in full, (D) all expenses reimbursable to the Lenders pursuant to Section 9.03 of the Credit Agreement have been paid in full, (E) the LC Exposure is zero and (F) the Lenders have no further commitment to lend under the Credit Agreement and (b) shall continue in full force and effect to be effective or be revivedreinstated, as the case may be, if at any payment by or on behalf of the Borrower or the Guarantor is madetime payment, or any part thereof, of the Purchase Price or an Obligation is rescinded or must otherwise be restored by any Lender, Secured Party exercises its right of setoff, in respect or Guarantor upon the bankruptcy or reorganization of the Guaranteed Obligations and such payment or Purchaser, the proceeds of such setoff or Borrower, any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Secured Parties in their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws Guarantor or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Agent (for the benefit of the Secured Parties) is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of the Guarantor under this paragraph shall be revived and this Guaranty reinstated in In the event that this Guaranty any such payment of an Obligation is terminated prior rescinded or must otherwise be restored, such amount shall be deemed to have been outstanding on the Effective Date and included in the Lenders' aggregate Total Exposures as of such date and, to the occurrence extent that there would have been any unused Available Guarantee Amount on the Effective Date after giving effect to the increase in the Lenders' aggregate Total Exposure and to the Purchase Transaction, the Purchaser shall be required to purchase additional Assigned Interests of the events giving rise Lenders representing such rescinded or restored payment (but not exceeding the amount of such unused Available Guarantee Amount) on the same basis as provided in Section 2 hereof with respect to the Guarantor’s obligations under this paragraph and the obligations of the Guarantor under this paragraph shall survive termination of this Guaranty. Notwithstanding the foregoing, or anything to the contrary contained in this Guaranty, any Guarantor’s obligations hereunder may be terminated and released at any time, including without limitation, at any time prior to the indefeasible payment and performance of all Guaranteed Obligations, in accordance with the terms of Credit Agreement, including without limitation, Section 6.12 and Section 9.11Purchase Transaction.

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until Payment in Full. Upon Payment in Full, this Guaranty shall automatically terminate and Lender will upon request from Guarantors, at the Guarantors’ sole expense, execute and deliver to the Guarantors such documents to evidence such termination. At the request and sole expense of the Borrower, a Guarantor shall be released from its obligations hereunder in the event that all Guaranteed Obligations the equity interests of such Guarantor are sold, transferred or otherwise disposed of in a transaction permitted by the Term Loan Agreement; provided that the Borrower shall have delivered to the Lender, at least ten Business Days (or such shorter period reasonably acceptable to the Lender) prior to the date of the proposed release, a written request for release identifying the relevant Guarantor and the terms of the sale or other disposition in reasonable detail, including the price thereof and any other amounts payable under this Guaranty are indefeasibly paid expenses in full in cash and any commitments of the Lenders or facilities provided connection therewith, together with a certification by the Lenders Borrower stating that such transaction is in compliance with respect to the Guaranteed Obligations are terminatedTerm Loan Agreement and the other Loan Documents. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or the any Guarantor is made, or any Secured Party exercises its the Guaranteed Parties exercise their right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Secured Guaranteed Parties in their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Agent (for the benefit of the Secured Parties) is Guaranteed Parties are in possession of or has have released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of the Guarantor under this paragraph shall be revived and this Guaranty reinstated in the event that this Guaranty is terminated prior to the occurrence of the events giving rise to the Guarantor’s obligations under this paragraph and the obligations of the each Guarantor under this paragraph shall survive termination of this Guaranty. Notwithstanding the foregoing, or anything to the contrary contained in this Guaranty, any Guarantor’s obligations hereunder may be terminated and released at any time, including without limitation, at any time prior to the indefeasible payment and performance of all Guaranteed Obligations, in accordance with the terms of Credit Agreement, including without limitation, Section 6.12 and Section 9.11.

Termination; Reinstatement. This Guaranty is a continuing continuing, absolute, unconditional and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under this Guaranty are indefeasibly paid in full in cash and any commitments of the Lenders or facilities provided by Commitments and the Lenders Facilities with respect to the Guaranteed Obligations are terminated. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or the any Guarantor is made, or any Secured Party of the Creditor Parties exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any of the Secured Creditor Parties in their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Agent (for the benefit of the Secured Parties) is Creditor Parties are in possession of or has have released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of the Guarantor under this paragraph shall be revived and this Guaranty reinstated in the event that this Guaranty is terminated prior to the occurrence of the events giving rise to the Guarantor’s obligations under this paragraph and the obligations of the Guarantor Guarantors under this paragraph shall survive termination of this Guaranty. Notwithstanding the foregoing, or anything to the contrary contained in this Guarantyherein, any Guarantor’s obligations hereunder may be terminated and released at any time, including without limitation, if at any time prior after the Investment Grade Permitted Release, any Subsidiary that is a Direct Owner or Indirect Owner of an Unencumbered Eligible Property that has been released from its obligations as a Guarantor under this Guaranty provides a Guarantee of any Indebtedness of the Borrower (any such Guarantee being referred to herein as an “Indebtedness Incurrence”), then the indefeasible payment Borrower shall immediately notify the Administrative Agent thereof and performance at the time of such Indebtedness Incurrence, all obligations of such Subsidiary under this Guaranty (including its guaranty of the Guaranteed Obligations hereunder) shall be revived and reinstated automatically without any action on the part of the Administrative Agent, such Subsidiary or any other Person. In connection with any such revival and reinstatement of the obligations of such Subsidiary hereunder, such Subsidiary shall (x) execute such reaffirmations of its obligations hereunder (including reaffirmations of its guaranty of the Guaranteed Obligations, in accordance with ) as reasonably requested by the terms Administrative Agent and (y) cause all requirements of Credit Agreement, including without limitation, Section 6.12 and Section 9.11to be satisfied with respect to such Subsidiary.

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under this Guaranty are indefeasibly paid in full in cash (other than (i) contingent indemnification obligations as to which no claim has been asserted and (ii) obligations and liabilities under Lender Cash Management Agreements and Lender Hedge Agreements either (x) as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made or (y) notice has not been received by the Administrative Agent from the applicable Cash Management Bank or Hedge Bank, as the case may be, that amounts are due and payable under such Lender Cash Management Agreement or Lender Hedge Agreement, as the case may be) and any commitments of the Lenders or facilities provided by the Lenders each Lender Party with respect to the Guaranteed Obligations are terminated; provided, that, upon the release of any Guarantor in accordance with Section 11.22, the guarantee provided by such Guarantor hereunder shall be released. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower Company or the any Guarantor is made, or any Secured Lender Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Secured Parties any Lender Party in their its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Agent (for the benefit of the Secured Parties) any Lender Party is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of the Guarantor under this paragraph shall be revived and this Guaranty reinstated in the event that this Guaranty is terminated prior to the occurrence of the events giving rise to the Guarantor’s obligations under this paragraph and the obligations of the each Guarantor under this paragraph shall survive termination of this Guaranty. Notwithstanding the foregoing, or anything to the contrary contained in this Guaranty, any Guarantor’s obligations hereunder may be terminated and released at any time, including without limitation, at any time prior to the indefeasible payment and performance of all Guaranteed Obligations, in accordance with the terms of Credit Agreement, including without limitation, Section 6.12 and Section 9.11.

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under this Guaranty are indefeasibly paid in full in cash and any commitments of the Lenders or facilities provided by the Lenders with respect to the Guaranteed Obligations are terminated. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or the Guarantor is made, or any Secured Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Secured Parties in their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Agent (for the benefit of the Secured Parties) is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of the Guarantor under this paragraph shall be revived and this Guaranty reinstated in the event that this Guaranty is terminated prior to the occurrence of the events giving rise to the Guarantor’s obligations under this paragraph and the obligations of the Guarantor under this paragraph shall survive termination of this Guaranty. Notwithstanding the foregoing, or anything to the contrary contained in this Guaranty, any Guarantor’s obligations hereunder may be terminated and released at any time, including without limitation, at any time prior to the indefeasible payment and performance of all Guaranteed Obligations, in accordance with the terms of Credit Agreement, including without limitation, Section 6.12 and Section 9.119.10 thereof.

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and (other than (i) contingent indemnification obligations for which no claim has been asserted, (ii) Obligations under any other amounts payable Secured Cash Management Agreement, Secured Hedge Agreement or Cash Pooling Arrangement or (iii) L/C Obligations for which the Outstanding Amount related thereto has been Cash Collateralized in the manner set forth in the Credit Agreement, back-stopped by a letter of credit reasonably satisfactory to the L/C Issuer or deemed reissued under this Guaranty another agreement reasonably satisfactory to the L/C Issuer) are indefeasibly paid in full in cash and any commitments of the Lenders or facilities provided by the Lenders with respect to the Guaranteed Obligations are terminated. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the any Designated Borrower or the Guarantor is made, or the Administrative Agent or any other Secured Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent or any other Secured Parties Party in their its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Administrative Agent (for the benefit of the Secured Parties) is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of the Guarantor under this paragraph shall be revived and this Guaranty reinstated in the event that this Guaranty is terminated prior to the occurrence of the events giving rise to the Guarantor’s obligations under this paragraph and the obligations of the Guarantor under this paragraph shall survive termination of this Guaranty. Notwithstanding the foregoing, or anything to the contrary contained in this Guaranty, any Guarantor’s obligations hereunder may be terminated and released at any time, including without limitation, at any time prior to the indefeasible payment and performance of all Guaranteed Obligations, in accordance with the terms of Credit Agreement, including without limitation, Section 6.12 and Section 9.11.

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and Commitment shall remain in full force and effect until all Guaranteed the Obligations have been fully and any other amounts payable under this Guaranty are indefeasibly paid in full in cash and full, notwithstanding any commitments intermediate or temporary payment or settlement of the Lenders whole or facilities provided any part of the Obligations. In the event that any Obligor or Affiliate Guarantor gives TDSF notice of its intention to discontinue this Guaranty and Commitment, such notice (i) shall not be effective unless it is given in accordance with Section 13 hereof and (ii) shall, if not rescinded within ten (10) Business Days, result in the occurrence of an Event of Default under Section 6(d) hereof. In no event (notwithstanding the additional rights of TDSF and Licensee upon the occurrence of an Event of Default or any actions taken by either TDSF or Licensee to enforce any such rights or otherwise to protect its interests hereunder) shall any such notice impair or otherwise affect any rights of TDSF or Licensee hereunder in any manner whatsoever, including, without limitation, the Lenders rights set forth in Sections 5, 6 and 7, with respect to any Obligations incurred or accrued prior to such notice or any Obligations incurred or accrued pursuant to any contract or commitment in existence prior to such notice, including, without limitation, the maximum amount of the Funding Commitment and the Guaranteed Obligations are terminatedfor the Initial Term and any Renewal Term that has commenced prior to such notice. Notwithstanding the foregoing, this This Guaranty and Commitment shall continue in full force and effect to be effective or be revivedreinstated, as the case may be, if notwithstanding any payment by or on behalf of the Borrower or the Guarantor is made, or any Secured Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Secured Parties in their discretion) to be repaid to a trustee, receiver notice or any other partyevent, in connection if at any time any payment made or value received with respect to any proceeding under Obligation is rescinded or must otherwise be returned by TDSF or Licensee upon the insolvency, bankruptcy or reorganization of Licensee, any Debtor Relief Laws Obligor or any Affiliate Guarantor, or otherwise, all as if though such payment had not been made or such setoff value had not occurred and whether or not the Agent (for the benefit of the Secured Parties) is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of the Guarantor under this paragraph shall be revived and this Guaranty reinstated in the event that this Guaranty is terminated prior to the occurrence of the events giving rise to the Guarantor’s obligations under this paragraph and the obligations of the Guarantor under this paragraph shall survive termination of this Guaranty. Notwithstanding the foregoing, or anything to the contrary contained in this Guaranty, any Guarantor’s obligations hereunder may be terminated and released at any time, including without limitation, at any time prior to the indefeasible payment and performance of all Guaranteed Obligations, in accordance with the terms of Credit Agreement, including without limitation, Section 6.12 and Section 9.11been received.

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under this Guaranty are indefeasibly paid in full in cash (other than (a) contingent indemnification obligations as to which no claim has been asserted and (b) obligations and liabilities under Secured Cash Management Agreements, Secured Hedge Agreements and Trade Documents either (i) as to which arrangements satisfactory to the applicable Cash Management Bank, Hedge Bank or Trade Bank shall have been made or (ii) notice has not been received by the Administrative Agent from the applicable Cash Management Bank, Hedge Bank or Trade Bank, as the case may be, that amounts are due and payable under such Secured Cash Management Agreement, Secured Hedge Agreement or Trade Document, as the case may be), the expiration or termination of all Letters of Credit (other than any Letter of Credit the Outstanding Amount of which has been Cash Collateralized or back-stopped by a letter of credit or other credit support in form and substance reasonably satisfactory to the Administrative Agent and the applicable L/C Issuer) and any commitments of the Lenders each Secured Party or facilities provided by the Lenders each Secured Party with respect to the Guaranteed Obligations are terminated. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the either Borrower or the any Guarantor is made, or any Secured Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the any Secured Parties Party in their its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Agent (for the benefit of the any Secured Parties) Party is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of the Guarantor under this paragraph shall be revived and this Guaranty reinstated in the event that this Guaranty is terminated prior to the occurrence of the events giving rise to the Guarantor’s obligations under this paragraph and the obligations of the Guarantor under this paragraph shall survive termination of this Guaranty. Notwithstanding the foregoing, or anything to the contrary contained in this Guaranty, any Guarantor’s obligations hereunder may be terminated and released at any time, including without limitation, at any time prior to the indefeasible payment and performance of all Guaranteed Obligations, in accordance with the terms of Credit Agreement, including without limitation, Section 6.12 and Section 9.11termination

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Guarantied Obligations now or hereafter existing and shall remain in full force and effect with respect to all Guarantied Obligations only until all Guaranteed Obligations under the Credit Agreement and the other Loan Form of Company Guaranty Documents and any other amounts payable under this Guaranty are indefeasibly paid in full in cash and any commitments of the Lenders any Beneficiary or facilities provided by the Lenders any Beneficiary with respect to the Obligations under the Credit Agreement (other than obligations and liabilities relating to Guaranteed Obligations Cash Management Agreements and Guaranteed Hedge Agreements) are terminated. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the any Designated Borrower or the Guarantor is made, or any Secured Party Beneficiary exercises its right of setoff, in respect of the Guaranteed Guarantied Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Secured Parties such Beneficiary in their its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Administrative Agent (for the benefit of the Secured Parties) is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of the Guarantor under this paragraph shall be revived and this Guaranty reinstated in the event that this Guaranty is terminated prior to the occurrence of the events giving rise to the Guarantor’s obligations under this paragraph and the obligations of the Guarantor under this paragraph shall survive termination of this Guaranty. Notwithstanding the foregoing, or anything to the contrary contained in this Guaranty, any Guarantor’s obligations hereunder may be terminated and released at any time, including without limitation, at any time prior to the indefeasible payment and performance of all Guaranteed Obligations, in accordance with the terms of Credit Agreement, including without limitation, Section 6.12 and Section 9.11.

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under this Guaranty are indefeasibly paid in full in cash and any commitments of the Lenders or facilities provided by the Lenders with respect to the Guaranteed Obligations are terminated. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or the Guarantor is made, or any Secured Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Secured Parties in their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Agent (for the benefit of the Secured Parties) is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of the Guarantor under this paragraph shall be revived and this Guaranty reinstated in the event that this Guaranty is terminated prior to the occurrence of the events giving rise to the Guarantor’s 's obligations under this paragraph and the obligations of the Guarantor under this paragraph shall survive termination of this Guaranty. Notwithstanding the foregoing, or anything to the contrary contained in this Guaranty, any Guarantor’s 's obligations hereunder may be terminated and released at any time, including without limitation, at any time prior to the indefeasible payment and performance of all Guaranteed Obligations, in accordance with the terms of Credit Agreement, including without limitation, Section 6.12 and Section 9.11

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until the earlier of (a) the date on which all Guaranteed Obligations Commitments of the Lenders are terminated and the Advances and any other amounts Obligations that are then accrued and payable under this Guaranty are have been indefeasibly paid in full in cash and any commitments of the Lenders or facilities provided by the Lenders cash, (b) with respect to any individual Guarantor, the Guaranteed Obligations are terminateddate on which such Guarantor ceases to be a Subsidiary of the Company as a result of a transaction permitted under the Credit Agreement and (c) with respect to any individual Guarantor, the date on which the Company ceases to guarantee any Neptune Debt of such Guarantor (such earlier date, the “Release Date”). Upon the occurrence of the Release Date with respect to any Guarantor, this Guaranty and all obligations (other than those expressly stated to survive termination) of such Guarantor (but not of any other Guarantor for which the Release Date has not occurred) shall terminate, all without delivery of any instrument or performance of any act by and party. At the request of any such Guarantor following any such termination, the Agent shall execute such documents as such Guarantor shall reasonably request to evidence such termination. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the any Borrower or the Guarantor is made, or the Agent or any Secured Party Lender exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Secured Parties Agent orany Lender in their its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwiseLaws, all as if such payment had not been made or such setoff had not occurred and whether or not the Agent (for the benefit of the Secured Parties) is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of the Guarantor under this paragraph shall be revived and this Guaranty reinstated in the event that this Guaranty is terminated prior to the occurrence immediately preceding sentence of the events giving rise to the Guarantor’s obligations under this paragraph and the obligations of the Guarantor under this paragraph shall survive termination of this Guaranty. Notwithstanding the foregoing, or anything to the contrary contained in this Guaranty, any Guarantor’s obligations hereunder may be terminated and released at any time, including without limitation, at any time prior to the indefeasible payment and performance of all Guaranteed Obligations, in accordance with the terms of Credit Agreement, including without limitation, Section 6.12 and Section 9.11.

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under this Guaranty Guaranty, in each case, other than contingent obligations (it being acknowledged for this purpose that obligations under a Hedge Agreement or a Cash Management Agreement are indefeasibly not contingent liabilities) that survive payment in full of all principal, interest and fees under this Agreement are paid in full in cash and any commitments of the Lenders or facilities provided by Commitments and the Lenders Facilities with respect to the Guaranteed Obligations are terminated, whereupon this guaranty shall terminate automatically without further action required whatsoever. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or the any Guarantor is made, or any Secured Party of the Agents, the L/C Issuers, the Hedge Banks, the Cash Management Banks and the Lenders exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any of the Secured Parties Agents, the L/C Issuers, the Hedge Banks, the Cash Management Banks and the Lenders in their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Agent (for Agents, the benefit of L/C Issuers, the Secured Parties) is Hedge Banks, the Cash Management Banks and the Lenders are in possession of or has have released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of the Guarantor under this paragraph shall be revived and this Guaranty reinstated in the event that this Guaranty is terminated prior to the occurrence of the events giving rise to the Guarantor’s obligations under this paragraph and the obligations of the Guarantor Guarantors under this paragraph shall survive termination of this Guaranty. Notwithstanding the foregoing, or anything to the contrary contained in this Guaranty, any Guarantor’s obligations hereunder may be terminated and released at any time, including without limitation, at any time prior to the indefeasible payment and performance of all Guaranteed Obligations, in accordance with the terms of Credit Agreement, including without limitation, Section 6.12 and Section 9.11138

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under this Guaranty are indefeasibly paid in full in cash (other than contingent obligations as to which no claim has yet been made) and any commitments of the Lenders Lender or facilities provided by the Lenders Lender with respect to the Guaranteed Obligations are terminated, at which time this Guaranty shall automatically terminate and be released, unless released by the Administrative Agent as set forth in Section 7.12 of the Term Loan Agreement. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or the Guarantor is made, or the Administrative Agent or any Secured Party other Bank exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Secured Parties Administrative Agent or any other Bank in their its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Administrative Agent (for the benefit of the Secured Parties) or any other Bank is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of the Guarantor under this paragraph shall be revived and this Guaranty reinstated in the event that this Guaranty is terminated prior to the occurrence of the events giving rise to the Guarantor’s obligations under this paragraph and the obligations of the Guarantor under this paragraph shall survive termination of this Guaranty. Notwithstanding the foregoing, or anything to the contrary contained in this Guaranty, any Guarantor’s obligations hereunder may be terminated and released at any time, including without limitation, at any time prior to the indefeasible payment and performance of all Guaranteed Obligations, in accordance with the terms of Credit Agreement, including without limitation, Section 6.12 and Section 9.11.

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Designated Borrower Obligations now or hereafter existing and shall remain in full force and effect until all of the Guaranteed Designated Borrower Obligations and any other amounts payable under this Guaranty are have been indefeasibly paid and performed in full in cash and any commitments of the Lenders or facilities provided by the Lenders with respect to the Guaranteed Obligations Commitments are terminated. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower Borrowers or the a Domestic Subsidiary Guarantor is made, 137 or the Administrative Agent, the L/C Issuer, the Swing Line Lender or any Secured Party Lender exercises its right of setoff, in respect of the Guaranteed Designated Borrower Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Secured Parties Administrative Agent, the L/C Issuer, the Swing Line Lender or any Lender in their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Agent (for Administrative Agent, the benefit of L/C Issuer, the Secured Parties) Swing Line Lender or any Lender is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of the Guarantor under this paragraph shall be revived and this Guaranty reinstated in the event that this Guaranty is terminated prior to the occurrence of the events giving rise to the Guarantor’s obligations under this paragraph and the obligations of the Guarantor Company under this paragraph shall survive termination of this Guaranty. Notwithstanding the foregoing, or anything to the contrary contained in this Guaranty, any Guarantor’s obligations hereunder may be terminated and released at any time, including without limitation, at any time prior to the indefeasible payment and performance of all Guaranteed Obligations, in accordance with the terms of Credit Agreement, including without limitation, Section 6.12 and Section 9.11.

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

Termination; Reinstatement. (a) This Guaranty is a continuing Agreement and irrevocable guaranty the security interests created or granted hereby shall terminate on the earlier of (i) the date that the last of the Guarantor Obligations shall have been fully and indefeasibly paid and satisfied or (ii) the date that IPG releases the Guarantor from its obligations hereunder pursuant to that certain Option Agreement, dated as of October 6, 1995, by and among AACI, IPG and Infoplan, at which time IPG shall, if requested by Debtor, execute and deliver to Debtor for filing in each office in which any security agreement, notice or other filing, or any part thereof, shall have been filed, an instrument releasing IPG's security interest in the Collateral, and such other documents and instruments to terminate any security interest of IPG granted hereby as Debtor may reasonably request, all Guaranteed Obligations now without recourse upon, or hereafter existing warranty whatsoever by, IPG, except that the same shall be free and clear of any claims, liens or encumbrances created by or in respect of IPG, and at the cost and expense of Debtor. (b) This Agreement shall remain in full force and effect until and continue to be effective should any petition be filed by or against Debtor for liquidation or reorganization, should Debtor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all Guaranteed Obligations or any significant part of Debtor's assets, and any other amounts payable under this Guaranty are indefeasibly paid in full in cash and any commitments of the Lenders or facilities provided by the Lenders with respect to the Guaranteed Obligations are terminated. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect to be effective or be revivedreinstated, as the case may be, if at any time payment by or on behalf and performance of the Borrower or the Guarantor is madeObligations, or any Secured Party exercises its right of setoffpart thereof, is, pursuant to applicable law, rescinded or reduced in respect amount, or must otherwise be restored or returned by any obligee of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidatedGuarantor Obligations, declared to be whether as a voidable preference, fraudulent or preferentialconveyance, set aside or required (including pursuant to any settlement entered into by the Secured Parties in their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if though such payment or performance had not been made or such setoff had not occurred and whether or not the Agent (for the benefit of the Secured Parties) is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reductionmade. The obligations of the Guarantor under this paragraph shall be revived and this Guaranty reinstated in In the event that this Guaranty any payment, or any part thereof, is terminated prior to the occurrence of the events giving rise to the Guarantor’s obligations under this paragraph and the obligations of rescinded, reduced, restored or returned, the Guarantor under this paragraph Obligations shall survive termination of this Guaranty. Notwithstanding the foregoingbe reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or anything to the contrary contained in this Guaranty, any Guarantor’s obligations hereunder may be terminated and released at any time, including without limitation, at any time prior to the indefeasible payment and performance of all Guaranteed Obligations, in accordance with the terms of Credit Agreement, including without limitation, Section 6.12 and Section 9.11returned.

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under this Guaranty are indefeasibly paid in full in cash and any commitments of the Lenders Administrative Agent and each other Guaranty Beneficiary or facilities provided by the Lenders Administrative Agent and each other Guaranty Beneficiary with respect to the Guaranteed Obligations are terminated. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or the Guarantor is made, or the Administrative Agent and any Secured Party other Guaranty Beneficiary exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Secured Parties Administrative Agent or any other Guaranty Beneficiary in their its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Administrative Agent (for the benefit of the Secured Parties) or any other Guaranty Beneficiary is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of the Guarantor under this paragraph shall be revived and this Guaranty reinstated in the event that this Guaranty is terminated prior to the occurrence of the events giving rise to the Guarantor’s obligations under this paragraph and the obligations of the Guarantor under this paragraph Section 8 shall survive termination of this Guaranty. Notwithstanding the foregoing, or anything to the contrary contained in this Guaranty, any Guarantor’s obligations hereunder may be terminated and released at any time, including without limitation, at any time prior to the indefeasible payment and performance of all Guaranteed Obligations, in accordance with the terms of Credit Agreement, including without limitation, Section 6.12 and Section 9.11.

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under this Guaranty the Loan Documents are indefeasibly paid in full in cash and cash. If the Guarantor elects to revoke this Guaranty, such revocation shall not become effective until 10 Business Days after the Lenders receive written notice from the Guarantor revoking this Guaranty. If this Guaranty is revoked by the Guarantor, said revocation shall have no effect on the continuing liability of the Guarantor to guarantee unconditionally the prompt payment of all Obligations which are contracted or incurred prior to the fifth Business Day after receipt of the revocation notice, including any such prior Obligations which are subsequently renewed, modified or extended after such revocation becomes effective, as well as all extensions of credit made after revocation pursuant to any commitments of the Lenders or facilities provided by the Lenders with respect made prior to the Guaranteed Obligations are terminatedsuch revocation. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or the Guarantor is made, or any Secured Party the Lenders exercises its their right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Secured Parties Lender in their its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws applicable law or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Agent (for the benefit of the Secured Parties) is Lenders are in possession of or has have released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of the Guarantor under this paragraph shall be revived and this Guaranty reinstated in the event that this Guaranty is terminated prior to the occurrence of the events giving rise to the Guarantor’s obligations under this paragraph and the obligations of the Guarantor under this paragraph Section shall survive termination of this Guaranty. Notwithstanding the foregoing, or anything to the contrary contained in this Guaranty, any Guarantor’s obligations hereunder may be terminated and released at any time, including without limitation, at any time prior to the indefeasible payment and performance of all Guaranteed Obligations, in accordance with the terms of Credit Agreement, including without limitation, Section 6.12 and Section 9.11.

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under this Guaranty are indefeasibly paid in full in cash and any commitments of the Lenders or facilities provided by the Lenders with respect to the Guaranteed Obligations are terminated. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or the Guarantor is made, or any Secured Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Secured Parties in their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Agent (for the benefit of the Secured Parties) is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of the Guarantor under this paragraph shall be revived and this Guaranty reinstated in the event that this Guaranty is terminated prior to the occurrence of the events giving rise to the Guarantor’s 's obligations under this paragraph and the obligations of the Guarantor under this paragraph shall survive termination of this Guaranty. Notwithstanding the foregoing, or anything to the contrary contained in this Guaranty, any Guarantor’s obligations hereunder may be terminated and released at any time, including without limitation, at any time prior to the indefeasible payment and performance of all Guaranteed Obligations, in accordance with the terms of Credit Agreement, including without limitation, Section 6.12 and Section 9.11

Termination; Reinstatement. This Guaranty is a continuing continuing, absolute, unconditional and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under this Guaranty are indefeasibly paid in full in cash and any commitments of the Lenders or facilities provided by Commitments and the Lenders Facilities with respect to the Guaranteed Obligations are terminated. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or the any Guarantor is made, or any Secured Party of the Creditor Parties exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any of the Secured Creditor Parties in their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Agent (for the benefit of the Secured Parties) is Creditor Parties are in possession of or has have released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of the Guarantor under this paragraph shall be revived and this Guaranty reinstated in the event that this Guaranty is terminated prior to the occurrence of the events giving rise to the Guarantor’s obligations under this paragraph and the obligations of the Guarantor Guarantors under this paragraph shall survive termination of this Guaranty. Notwithstanding the foregoing, or anything to the contrary contained in this Guarantyherein, any Guarantor’s obligations hereunder may be terminated and released at any time, including without limitation, if at any time prior any Subsidiary is released from its obligations as a Guarantor under this Guaranty as a result of an Investment Grade Permitted Release with respect to such Subsidiary and, subsequent to such Investment Grade Permitted Release, such Subsidiary provides a Guarantee of, or otherwise incurs, any 133 Indebtedness of the indefeasible payment type described in clause (a) of such definition that is not Secured Indebtedness (including, without limitation and performance for the avoidance of doubt, Indebtedness (other than Secured Indebtedness) that is incurred under or in connection with notes or bonds issued in a Rule 144A Transaction) (any such Guarantee or other incurrence of Indebtedness being referred to herein as an “Unsecured Indebtedness Incurrence”), then the Company shall immediately notify the Administrative Agent thereof and at the time of such Unsecured Indebtedness Incurrence, all obligations of such Subsidiary under this Guaranty (including its guaranty of the Guaranteed Obligations hereunder) shall be automatically revived and reinstated without any action on the part of the Administrative Agent, such Subsidiary or any other Person. In connection with any such revival and reinstatement of the obligations of such Subsidiary hereunder, such Subsidiary shall (x) execute such reaffirmations of its obligations hereunder (including reaffirmations of its guaranty of the Guaranteed Obligations, in accordance with ) as reasonably requested by the terms Administrative Agent and (y) cause all requirements of Credit Agreement, including without limitation, Section 6.12 and Section 9.11to satisfied with respect to such Subsidiary.

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