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--~-lr-~~1 -~'s- n~,n?4915 OFR ??9i? E,4E (xvii) City's enforcement or forbearance from enforcement of the Guaranteed Obligations on a net or gross basis; and (xviii) Any assignment(s) and/or other conveyance(s) by Hammons, and/or any person or entity succeeding to any of the rights, titles, and/or interests originally held by Hammons in and to the Transaction Documents or the Project, of any of (A) the Transaction Documents, (B) such party's rights and/or obligations under the Transaction Documents, and/or (C) any of such party's rights, titles, and/or interests in and to the Project (including, without limitation any leasing or subleasing by Hammons, or any other party, of all or any portion of the Project), and/or City's consent to any such assignment or other conveyance; (b) In the event any payment by Hammons or any other Person to City is held to constitute a preference, fraudulent transfer or other voidable payment under any bankruptcy, insolvency or similaz law, or if for any other reason City is required to refund such payment or pay the amount thereof to any other party, such payment by Hammons or any other party to City shall not constitute a release of Guarantor from any liability hereunder, and this Guaranty shall continue to be effective or shall be reinstated (notwithstanding any prior release, surrender or discharge by City of this Guaranty or of Guazantor), as the case may be, with respect to, and this Guaranty shall apply to, any and all amounts so refunded by City or paid by City to another Person (which amounts shall constitute part of the Guaranteed Obligations), and any interest paid by City and any attorneys' fees, costs and expenses paid or incurred by City in connection with any such event. (c) It is the intent of Guazantor and City that the obligations and liabilities of Guazantor hereunder aze absolute, irrevocable and unconditional under any and all circumstances and that until the Guazanteed Obligations are fully and finally paid and performed, and not subject to refund or disgorgement, the obligations and liabilities of Guazantor hereunder shall not be dischazged or released, in whole or in part, by any act or occurrence that might, but for the provisions of this Guaranty, be deemed a legal or equitable dischagge or release of a guazantor. (d) Guarantor's obligations shall not be affected, impaired, lessened or released by loans, credits or other financial accommodations now existing or hereafter advanced by City to Hammons in excess of the Guaranteed Obligations. If for any reason this Guaranty is ever adjudicated as not constituting a guazantee of all the obligations covered within the scope of the Guaranteed Obligations (as defined herein), all payments, repayments and prepayments in respect of the Guazanteed Obligations, whether voluntary or involuntary, received by City from Hammons, any other Person or any other source (other than from Guazantor pursuant to a demand by City hereunder), and any amounts realized from any collateral for the Guaranteed Obligations, shall be deemed to be applied first to any portion of the Guazanteed Obligations which is not covered by this Guaranty, and last to the Guaranteed Obligations, and this Guaranty shall bind Guarantor to the extent of any Guazanteed Obligations that may remain owing to City. City shall have the right to apply any sums paid by Guazantor to any portion of the Guaranteed Obligations in City's sole and absolute discretion. F-8 803273.4