Exhibit 10.54
LIMITED GUARANTY
AGREEMENT
THIS LIMITED GUARANTY
AGREEMENT (as amended, modified, waived, supplemented,
extended, restated or replaced from time to time, this “
Guaranty ”), is made as of the 6th day of November,
2007, by NORTHSTAR REALTY FINANCE CORP. , a Maryland
corporation (together with its successors and permitted assigns,
“ Northstar Corp ”), as a guarantor,
NORTHSTAR REALTY FINANCE L.P. , a Delaware limited
partnership (together with its successors and permitted assigns,
“ Northstar LP ”, as a guarantor, and, together
with NorthStar Corp, the “ Guarantor ”), for the
benefit of the several banks and other financial institutions as
are, or may from time to time become parties to the Credit
Agreement (as defined below) (each, together with its successors
and assigns, a “ Lender ” and, collectively, the
“ Lenders ”), and WACHOVIA BANK, NATIONAL
ASSOCIATION , a national banking association, as administrative
agent for the Lenders hereunder (in such capacity, the “
Administrative Agent ”). Capitalized terms used but
not defined herein shall have the meanings given to such terms in
the Credit Agreement (defined below).
RECITALS:
WHEREAS , pursuant
to that certain Credit Agreement, dated as of November 6, 2007 (as
amended, modified, restated, replaced, waived, substituted,
supplemented or extended from time to time, the “ Credit
Agreement ”), by and among NRFC WA Holdings, LLC, a
Delaware limited liability company (together with its successors
and permitted assigns, “ Holdings ”), as a
borrower, NRFC WA Holdings II, LLC, a Delaware limited liability
company (together with its successors and permitted assigns,
“ Holdings II ”), as a borrower, NRFC WA
Holdings VII, LLC, a Delaware limited liability company (together
with its successors and permitted assigns, “ Holdings
VII ”), as a borrower, NRFC WA HOLDINGS X, LLC, a
Delaware limited liability company (together with it successors and
assigns, “ Holdings X ”), as a borrower, NRFC WA
Holdings XII, LLC, a Delaware limited liability company, as a
guarantor (together with it successors and assigns, “
Holdings XII ”, and, together with Holdings, Holdings
II, Holdings VII, Holdings X and any other Person that becomes a
borrower under this Agreement and the Credit Documents, each
individually and collectively referred to herein as a “
Borrower ” and collectively referred to herein as the
“ Borrowers ”), the Guarantor, as the
guarantors, the Lenders and the Administrative Agent, the Borrowers
and the Lenders have agreed that the Lenders may make certain loans
to the Borrowers subject to the terms and conditions of the Credit
Agreement; and
WHEREAS , the
Borrowers are indirect wholly-owned Subsidiaries of the
Guarantor;
WHEREAS , the
Guarantor will benefit directly or indirectly from the transactions
contemplated under the Credit Agreement; and
WHEREAS , the
Administrative Agent and the Lenders are unwilling to enter into
the Credit Agreement or the transactions contemplated thereby
without the benefit of this Guaranty.
NOW, THEREFORE ,
based upon the foregoing Recitals and other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the Guarantor, intending to be legally bound, hereby
agrees as follows:
1 .
Limited Guaranty of Payment and
Performance .
The Guarantor
hereby absolutely, primarily, unconditionally and irrevocably
guarantees, as primary obligor and as guarantor of payment and
performance and not merely as surety or guarantor of collection, to
the Administrative Agent and the Lenders subject to the terms of
this Section 1 (i) the payment, when due, by
maturity, acceleration or otherwise, of the Guarantee Indebtedness,
and (ii) the full and timely performance of, and compliance
with, each and every duty, agreement, undertaking, indemnity and
obligation of the Borrowers under the Credit Documents strictly in
accordance with the terms thereof (collectively, the “
Guarantor Obligations ” and, together with the
Guarantee Indebtedness, the “ Guarantee Liabilities
”), in each case, however created, arising or evidenced,
whether direct or indirect, primary or secondary, absolute or
contingent, joint or several and whether now or hereafter existing
or due or to become due; provided , however ,
notwithstanding anything to the contrary contained herein, the
Guarantor shall not be liable for any Guarantee Liabilities in
excess of $200,000,000. For the purposes hereof, the term “
Guarantee Indebtedness ” means any and all
Indebtedness of the Borrowers under the Credit Documents to the
Administrative Agent and the Lenders under the Credit Documents in
connection with the Credit Documents and all other Obligations
outstanding, howsoever evidenced, whether existing now or arising
hereafter, as such Guarantee Liabilities may be amended, modified,
extended, renewed or replaced from time to time. Notwithstanding
any provision to the contrary contained herein or in any of the
other Credit Documents, the obligations of the Guarantor (if more
than one) hereunder shall be limited to an aggregate amount equal
to the largest amount that would not render its obligations
hereunder subject to avoidance under Section 548 of the
Bankruptcy Code or any comparable provisions of any Requirement of
Law of any state.
2 .
Release of Collateral, Parties
Liable, etc .
The Guarantor
agrees that (a) any or all of the Collateral, the Pledged
Collateral and other collateral, security and Property now or
hereafter held for the Guaranty or the Guarantee Liabilities may be
exchanged, released, terminated, modified, sold, assigned,
participated, pledged, compromised, surrendered or otherwise
transferred or disposed of from time to time; (b) except as
expressly set forth in the Credit Documents, the Administrative
Agent and the Lenders shall have no obligation to protect, perfect,
secure or insure any Collateral, the Pledged Collateral or any
collateral, security, Property, Liens, interests or encumbrances
now or hereafter held for the Guaranty or the Guarantee Liabilities
or the Properties subject thereto; (c) the time, place, manner
or terms of payment of the Guarantee Liabilities may be changed or
extended, in whole or in part, to a time certain or otherwise, and
may be renewed or accelerated, in whole or in part; (d) the
Borrowers, the Pledgor, the other Credit Parties and other Persons
may be granted indulgences generally; (e) any of the
provisions of the Credit Agreement and the other Credit Documents
and the Guarantee Liabilities may be modified, amended, waived,
supplemented, replaced or restated from time to time; (f) any
party liable for the payment of the Guarantee Liabilities,
including, without limitation, other guarantors, may be granted
indulgences or released; and (g) any deposit balance for the
credit of the Borrowers or any other party liable for the payment
of the Guarantee Liabilities, including, without limitation, other
guarantors, or liable upon any security therefor, may be released,
in whole or in part, at, before and/or after the stated, extended
or accelerated maturity of the Guarantee Liabilities, all of the
foregoing in clauses (a) through (g) without
notice to or further assent by the Guarantor, who shall remain
bound thereon, notwithstanding any such exchange, compromise,
surrender, extension, renewal, acceleration, modification,
indulgence, release or other act.
3 .
Waiver of Rights
.
The Guarantor
expressly waives: (a) notice of acceptance of this
Guaranty by the Administrative Agent or the Lenders and of all
extensions of credit, loans or advances to or purchases from the
Borrowers by the Administrative Agent or the Lenders;
(b) presentment and demand for payment of any of
the
2
Guarantee Liabilities;
(c) protest and notice of dishonor or of default to the
Guarantor or to any other party with respect to the Guarantee
Liabilities or with respect to any collateral, security or Property
therefor; (d) notice of the Administrative Agent or the
Lenders obtaining, amending, substituting for, releasing, waiving,
modifying, extending, replacing or restating all or any portion of
the Guarantee Liabilities, the Credit Agreement, any other Credit
Document, other guarantees or any Lien now or hereafter securing
the Guarantee Liabilities or the Guaranty, or the Administrative
Agent or the Lenders subordinating, compromising, discharging,
terminating or releasing such Liens; (e) notice of the
execution and delivery by the Borrowers, the Administrative Agent,
the Lenders or any other Person of any other loan, purchase, credit
or security agreement or document or of the Borrowers’ or
such other Person’s execution and delivery of any promissory
notes or other documents arising under or in connection with the
Credit Documents or in connection with any purchase of the
Borrowers’ or such other Person’s Property or assets;
(f) notice of the occurrence of any breach by the Borrowers,
the Pledgor, any other Credit Party or any other Person or of any
Event of Default; (g) notice of the Administrative
Agent’s or the Lenders’ transfer, disposition,
assignment, sale, pledge or participation of the Guarantee
Liabilities, the Collateral, the Pledged Collateral, the Credit
Documents, the Mortgage Loan Documents, or any collateral, security
or Property for the Guaranty or the Guarantee Liabilities or any
portion of the foregoing; (h) notice of the sale or
foreclosure (or posting or advertising for sale or foreclosure) of
all or any portion of any Collateral, the Pledged Collateral or any
collateral, security or Property for the Guaranty or the Guarantee
Liabilities; (i) notice of the protest, proof of
non–payment or default by the Borrowers or any other Person;
(j) any other action at any time taken or omitted by the
Administrative Agent or the Lenders, and, generally, all demands
and notices of every kind in connection with this Guaranty, the
Credit Documents, the Guarantee Liabilities, the Collateral, the
Pledged Collateral, any collateral, security or Property for the
Guaranty or the Guarantee Liabilities, the Mortgage Loan Documents,
any documents or agreements evidencing, securing or relating to any
of the Guaranty or the Guarantee Liabilities and the obligations
hereby guaranteed; (k) all other notices to which the
Guarantor might otherwise be entitled; (l) demand for payment
under this Guaranty; and (m) any right to assert against the
Administrative Agent or the Lenders, as a defense, counterclaim,
set–off or cross–claim, any defense (legal or
equitable), set–off, counterclaim or claim of any kind or
nature whatsoever that the Guarantor may now or hereafter have
against the Administrative Agent or the Lenders (other than payment
in full of the Guarantee Liabilities), the Borrowers or any other
Person, but such waiver shall not prevent the Guarantor from
asserting against the Administrative Agent or the Lenders in a
separate action, any claim, action, cause of action or demand that
the Guarantor might have, whether or not arising out of this
Guaranty. It shall not be necessary for the Administrative Agent or
the Lenders (and the Guarantor hereby waives any rights which the
Guarantor may have to require the Administrative Agent or the
Lenders), in order to enforce the obligations of the Guarantor
hereunder, to (i) institute suit, enforce its rights or
exhaust its remedies against the Borrowers, the Pledgor, any other
Credit Party, others liable on the Guarantee Liabilities, the
Obligors or any other Person, (ii) enforce the Administrative
Agent’s or the Lenders’ rights or exhaust its remedies
under or with respect to the Mortgage Loan Documents and the
collateral and Property secured thereby, the Collateral, the
Pledged Collateral or any collateral, security or Property which
shall ever have been given to secure the Guaranty or the Guarantee
Liabilities, (iii) enforce the Administrative Agent’s or
the Lenders’ rights against any other guarantors of the
Guarantee Liabilities, (iv) join the Borrowers, others liable
on the Guarantee Liabilities or any other Person in any action
seeking to enforce this Guaranty, (v) mitigate damages or take
any other action to reduce, collect or enforce the Guarantee
Liabilities, or (vii) resort to any other means of obtaining
payment of the Guarantee Liabilities.
4 .
Validity of Guaranty
.
The validity of
this Guaranty, the obligations of the Guarantor hereunder and the
Administrative Agent’s and the Lenders’ rights and
remedies for the enforcement of the foregoing shall in no way be
terminated, abated, reduced, released, modified, changed,
discharged, diminished, affected, limited or impaired in any manner
whatsoever by the happening from time to time of any event or
condition of any
3
kind whatsoever,
including, without limitation, any of the following (and the
Guarantor hereby waives any common law, equitable, statutory,
constitutional, regulatory or other rights (including rights to
notice) which the Guarantor might have as a result of or in
connection with any of the following): (a) the assertion
or non–assertion by the Administrative Agent or the Lenders
of any of the rights or remedies available to the Administrative
Agent or the Lenders pursuant to the provisions of the Credit
Documents, the Mortgage Loan Documents or pursuant to any
Requirement of Law; (b) the waiver by the Administrative Agent
or the Lenders of, or the failure of the Administrative Agent or
the Lenders to enforce, or the lack of diligence by the
Administrative Agent or the Lenders in connection with, the
enforcement of any of its rights or remedies under the Credit
Documents, the Mortgage Loan Documents, the Collateral, the Pledged
Collateral or any collateral, security or Property for the Guaranty
or the Guarantee Liabilities; (c) the granting by the
Administrative Agent or the Lenders of (or failure by the
Administrative Agent or the Lenders to grant) any indulgence,
forbearance, adjustment, compromise, consent, approval, waiver or
extension of time; (d) the exercise by the Administrative
Agent or the Lenders of or failure to exercise any so–called
self–help remedies; (e) any act, omission or condition
that might in any manner or to any extent vary, alter, increase,
extend or continue the risk to the Guarantor or might otherwise
operate as a discharge or release of the Guarantor under
Requirements of Law; (f) any full or partial release or
discharge of or accord and satisfaction with respect to liability
for the Guarantee Liabilities, or any part thereof, of the
Borrowers, the Guarantor, the Pledgor, any other Credit Party, any
co–guarantors or any other Person now or hereafter liable,
whether directly or indirectly, jointly, severally, or jointly and
severally, to pay, perform, guarantee or assure the payment of the
Guarantee Liabilities, or any part thereof; (g) the
impairment, modification, change, release, discharge or limitation
of the liability of the Borrowers, the Guarantor, the Pledgor, any
other Credit Party, any Obligor or any Person liable for or
obligated on the Guarantee Liabilities, or any of their estates in
bankruptcy, resulting from or pursuant to the bankruptcy or
insolvency of any of the foregoing or the application of the
Insolvency Laws or of or any decision of any court of the United
States or any state thereof; (h) any present or future
Requirements of Law or order of any Governmental Authority (
de jure or de facto ) purporting to reduce, amend or
otherwise affect the Guarantee Liabilities or to vary any terms of
payment, satisfaction or discharge thereof; (i) the waiver,
compromise, settlement, release, extension, amendment, change,
modification, substitution, replacement, reduction, increase,
alteration, rearrangement, renewal or termination of the terms of
the Guarantee Liabilities, the Credit Documents, the Collateral,
the Pledged Collateral, any collateral, security or Property for
the Guaranty or the Guarantee Liabilities, the Mortgage Loan
Documents, any or all of the obligations, covenants or agreements
of the Borrowers, the Pledgor, the other Credit Parties, the
Obligors or any other Person under the Credit Documents or Mortgage
Loan Documents (except by satisfaction in full of all Guarantee
Liabilities) or of the Guarantor under this Guaranty and/or any
failure of the Administrative Agent or the Lenders to notify the
Guarantor of any of the foregoing; (j) the extension of the
time for satisfaction, discharge or payment of the Guarantee
Liabilities or any part thereof owing or payable by the Borrowers
or any other Person under the Credit Documents or of the time for
performance of any other obligations, covenants or agreements under
or arising out of this Guaranty or the extension or renewal of any
thereof; (k) any existing or future offset, claim or defense
(other than payment in full of the Guarantee Liabilities) of the
Borrowers or any other Person against the Administrative Agent or
the Lenders or against payment of the Guarantee Liabilities,
whether such offset, claim or defense arises in connection with the
Guarantee Liabilities (or the transactions creating same) or
otherwise; (l) the taking or acceptance or the existence of
any other guaranty of or collateral, security or Property for the
Guarantee Liabilities in favor of the Administrative Agent, the
Lenders or any other Person specified in the Credit Documents or
the enforcement or attempted enforcement of such other guaranty,
collateral, security or Property; (m) any sale, lease,
sublease or transfer of or Lien on all or a portion of the assets
or Property of the Borrowers, the Pledgor, the Guarantor or any
other Credit Party, or any changes in the shareholders, partners or
members of the Borrowers, the Pledgor, the Guarantor or any other
Credit Party, or any reorganization, consolidation or merger of the
Borrowers, the Pledgor, the Guarantor or any other Credit Party;
(n) the invalidity, illegality or unenforceability of all or
any part of the Guarantee Liabilities, the Credit Documents, the
Collateral, the
4
Pledged Collateral, any
collateral, security or Property for the Guaranty or the Guarantee
Liabilities, the Mortgage Loan Documents or any document or
agreement executed in connection with the foregoing, for any reason
whatsoever, including, without limitation, the fact that
(1) the Guarantee Liabilities, or any part thereof, exceeds
the amount permitted by Requirements of Law or violates usury laws,
(2) the act of creating the Guarantee Liabilities, the
Mortgage Assets, the Collateral, the Pledged Collateral, any
collateral, security or Property for the Guaranty or the Guarantee
Liabilities or any part of the foregoing is ultra vires , (3) the officers or
representatives executing the Mortgage Loan Documents or Credit
Documents or otherwise creating the Guarantee Liabilities, the
Mortgage Assets, the Collateral, the Pledged Collateral or any
collateral, security or Property for the Guaranty or the Guarantee
Liabilities acted in excess of their authority, (4) the
Borrowers, the Pledgor, any other Credit Party, any Obligor or any
other Person has valid defenses, claims or offsets (whether at law,
in equity or by agreement) which render the Guarantee Liabilities
wholly or partially uncollectible, (5) the creation,
performance or repayment of the Guarantee Liabilities, the Mortgage
Assets, the Collateral, the Pledged Collateral or any collateral,
security or Property for the Guaranty or the Guarantee Liabilities
(or the execution, delivery and performance of any Credit Document,
Mortgage Loan Document or document or instrument representing part
of the Guarantee Liabilities, the Mortgage Assets, the Collateral,
the Pledged Collateral, any collateral, security or Property for
the Guaranty or the Guarantee Liabilities or executed in connection
with the Guarantee Liabilities, the Mortgage Assets, the
Collateral, the Pledged Collateral or any collateral, security or
Property for the Guaranty or the Guarantee Liabilities, or given to
secure the repayment of the Guarantee Liabilities, the Mortgage
Assets or the other Collateral) is illegal, uncollectible or
unenforceable, or (6) any Mortgage Loan Document, any Credit
Document or any other document, agreement or instrument has been
forged or otherwise is irregular or not genuine or authentic;
(o) any release, termination, sale, pledge, participation,
transfer, surrender, exchange, subordination, deterioration, waste,
loss or impairment (including, without limitation, negligent,
willful, unreasonable or unjustifiable impairment) of the
Collateral, the Pledged Collateral or any collateral, security or
Property at any time existing in connection with, or assuring or
securing payment of, all or any part of the Guaranty or the
Guarantee Liabilities; (q) the failure of the Administrative
Agent, the Lenders or any other Person to exercise diligence or
reasonable care in the preservation, protection, enforcement, sale
or other handling or treatment of all or any part of the
Collateral, the Pledged Collateral or any other collateral,
security or Property for the Guaranty or the Guarantee Liabilities,
including, but not limited to, any neglect, delay, omission,
failure or refusal of the Administrative Agent or the Lenders
(1) to take or prosecute any action for the collection of any
of the Guarantee Liabilities, the Pledged Collateral, any
Collateral or any collateral, security or Property for the Guaranty
or the Guarantee Liabilities, (2) to foreclose, or initiate
any action to foreclose, or, once commenced, prosecute to
completion any action to foreclose, upon any Collateral, the
Pledged Collateral or any security, collateral or Property for the
Guaranty or Guarantee Liabilities, or (3) to take or prosecute
any action in connection with any instrument or agreement
evidencing or securing all or any part of the Guarantee
Liabilities; (r) the fact that the Collateral, the Pledged
Collateral or any collateral, security, Property or Lien
contemplated or intended to be given, created or granted as
security for the repayment of the Guaranty or the Guarantee
Liabilities, or any part thereof, shall not be properly perfected
or created, or shall prove to be unenforceable or subordinate to
any other Lien; (s) any payment by the Borrowers or any other
Person to the Administrative Agent or the Lenders is held to
constitute a preference under Insolvency Laws, or for any reason
the Administrative Agent or the Lenders are required to refund such
payment or pay such amount to any such Borrower or other Person; or
(t) any event or action that would, in the absence of this
Section 4 , result in the full or partial release,
discharge or relief of the Guarantor from the performance or
observance of any obligation, covenant or agreement contained in
this Guaranty or any other agreement, whether or not such event or
action increases the likelihood that the Guarantor will be required
to pay the Guarantee Liabilities pursuant to the terms hereof or
thereof and whether or not such event or action prejudices the
Guarantor, it being the unambiguous and unequivocal intention of
the Guarantor that the Guarantor shall be obligated to pay the
Guarantee Liabilities when due, notwithstanding any occurrence,
circumstance, event, action or omission whatsoever, whether
contemplated or uncontemplated, and whether or not otherwise
or
5
particularly or
expressly described herein, which obligation shall be deemed
satisfied only upon the full and final indefeasible payment and
satisfaction of the Guarantee Liabilities.
5 .
Primary Liability of the
Guarantor .
Without limiting
the foregoing provisions, the Guarantor agrees that this Guaranty
may be enforced by the Administrative Agent and the Lenders without
the necessity at any time of resorting to or exhausting any other
security or collateral and without the necessity at any time of
having recourse to any of the Credit Documents, the Collateral, the
Pledged Collateral or any collateral, security or Property now or
hereafter securing the Guaranty or the Guarantee Liabilities or
otherwise, and the Guarantor hereby waives the right to require the
Administrative Agent or the Lenders to proceed against the
Borrowers, the Pledgor, any other Credit Party, any Obligor or any
other Person (including a co–guarantor) or to require the
Administrative Agent or the Lenders to pursue any other remedy or
enforce any other right. The Guarantor further agrees that the
Guarantor shall have no right of subrogation, reimbursement or
indemnity whatsoever against any Person, or any right of recourse
to the Collateral, the Pledged Collateral or any collateral,
security or Property for the Guaranty or the Guarantee Liabilities,
so long as any such Guarantee Liabilities remain outstanding. The
Guarantor further agrees that nothing contained herein shall
prevent the Administrative Agent or the Lenders from suing on the
Credit Agreement or any of the other Credit Documents or
foreclosing its security interest in or Lien on any Collateral, the
Pledged Collateral or any collateral, security or Property now or
hereafter securing the Guaranty or the Guarantee Liabilities or
from exercising any other rights available to it under the Credit
Agreement or any of the other Credit Documents or any other
instrument of security if none of the Borrowers, the Pledgor, the
Guarantor or any other Credit Party timely perform the obligations
of the Borrowers, the Pledgor, all other Credit Parties or other
Persons thereunder, and the exercise of any of the aforesaid rights
and the completion of any foreclosure proceedings shall not
constitute a discharge of the Guarantor’s obligations
hereunder; it being the purpose and intent of the Guarantor that
the Guarantor’s obligations hereunder shall be absolute,
independent and unconditional under any and all circumstances. The
Guarantor recognizes, acknowledges and agrees that the Guarantor
may be required to pay the Guarantee Liabilities in full (subject
to the limit set forth in Section 1 ) without
assistance or support of any other party, and the Guarantor has not
been induced to enter into this Guaranty on the basis of a
contemplation, belief, understanding or agreement that other
parties will be liable to pay or perform the Guarantee Liabilities,
or that the Administrative Agent or the Lenders will look to other
parties to pay or perform the Guarantee Liabilities. The Guarantor
recognizes, acknowledges and agrees that it is not entering into
this Guaranty in reliance on, or in contemplation of the benefits
of, the validity, enforceability, collectibility or value of the
Collateral, the Pledged Collateral or any of the collateral,
security or Property for the Guaranty or the Guarantee
Liabilities.
6 .
Attorneys’ Fees and Costs of
Collection .
If at any time or
times hereafter the Administrative Agent or the Lenders employ
counsel to pursue collection, to preserve or enforce its rights
under this Guaranty, or to intervene, to sue for enforcement of the
terms of this Guaranty or to file a petition, complaint, answer,
motion or other pleading in any suit or proceeding relating to this
Guaranty, then, in such event, all of the reasonable
attorneys’ fees, costs and expenses relating thereto and all
other amounts (if any) owed by the Guarantor under this Guaranty
(other than the Guarantee Liabilities) shall be an additional
liability of the Guarantor to the Administrative Agent and the
Lenders (over and above any limitation set forth in
Section 1 , if any), payable on demand. The obligations
contained in this Section 6 shall survive the
termination of this Guaranty.
7 .
Security Interests and
Setoff .
The Guarantor
agrees that in the event the Guarantor fails to pay its obligations
hereunder when due and payable under this Guaranty, the
Administrative Agent and the Lenders shall be entitled to
(a) any and
6
all remedies available
to it under Requirements of Law including, without limitation, all
rights of setoff and (b) the benefit of all Liens heretofore,
now and at any time or times hereafter granted by such Guarantor to
the Administrative Agent and the Lenders, if any, to secure such
Guarantor’s obligations hereunder.
8 .
Term of Guaranty
.
This Guaranty
shall continue in full force and effect until the Guarantee
Liabilities are fully and indefeasibly paid, performed and
discharged and the Credit Documents are terminated. This Guaranty
covers the Guarantee Liabilities whether presently outstanding or
arising subsequent to the date hereof, including all amounts
advanced by the Administrative Agent or the Lenders in stages or
installments. Notwithstanding the foregoing, this Guaranty shall
continue to be effective, or be reinstated, as the case may be, and
any payment of the Guarantee Liabilities hereunder shall be
reinstated, if at any time payment, or any part thereof, of any of
the Guarantee Liabilities is rescinded or must otherwise be
restored or returned by the Administrative Agent or the Lenders as
a preference, fraudulent conveyance or otherwise upon or in
connection with an Insolvency Event or Insolvency Proceeding with
respect to the Borrowers or any other Person obligated on or for
the Guarantee Liabilities, or upon or as a result of the
appointment of a receiver, intervenor or conservator of, or trustee
or similar officer for, the Borrowers or such other Person or any
substantial part of such BorrowersR
|
