Common use of Continuing and Irrevocable Guaranty Clause in Contracts

Continuing and Irrevocable Guaranty. This Guaranty is a continuing guaranty of the Guarantied Obligations and may not be revoked and shall not otherwise terminate unless and until all Guarantied Obligations have been indefeasibly paid and performed in full. If, notwithstanding the foregoing, any Guarantor shall have any right under Applicable Law to terminate this Guaranty prior to indefeasible payment in full of the Guarantied Obligations, no such termination shall be effective until noon the next Business Day after the Beneficiary shall receive written notice thereof, signed by such Guarantor. Any such termination shall not affect this Guaranty in relation to (a) any Guarantied Obligation that was incurred or arose prior to the effective time of such notice, (b) any Guarantied Obligation incurred or arising after such effective time where such Guarantied Obligation is incurred or arises either pursuant to commitments existing at such effective time or incurred for the purpose of protecting or enforcing rights against the Company, any Guarantor or other guarantor of or other Person directly or indirectly liable on the Guarantied Obligations or any portion thereof (each of the Company, the Guarantors and any such other guarantor or Person is referred to herein as an "Obligor") or any Collateral given for the Guarantied Obligations or any other guaranties of the Guarantied Obligations or any portion thereof (an "Other Guaranty"), (c) any renewals, extensions, readvances, modifications or rearrangements of any of the foregoing or (d) the liability of any other Guarantor hereunder.

Continuing and Irrevocable Guaranty. This Guaranty is a continuing guaranty of the Guarantied Obligations and may not be revoked and shall not otherwise terminate unless and until all Guarantied Obligations have been indefeasibly paid and performed in fullfull in cash. If, notwithstanding the foregoing, any Guarantor shall have any right under Applicable Law Laws to terminate this Guaranty prior to indefeasible payment in full in cash of the Guarantied Obligations, no such termination shall be effective until noon the next Business Day after the Beneficiary Purchaser shall receive written notice thereof, signed by such Guarantor. Any such termination pursuant to the immediately preceding sentence shall not affect this Guaranty in relation to (a) any Guarantied Obligation that was incurred or arose prior to the effective time of such notice, (b) any Guarantied Obligation incurred or arising after such effective time where such Guarantied Obligation is incurred or arises either pursuant to commitments existing at such effective time or incurred for the purpose of protecting or enforcing rights against the CompanyIssuers, any Guarantor or other guarantor of of, or other Person directly or indirectly liable on on, the Guarantied Obligations (including, without limitations, Parent) or any portion part thereof (each of the CompanyIssuers, the Guarantors Guarantors, Parent and any such other guarantor or Person is referred to herein as an "ObligorOBLIGOR") or any Collateral security or other collateral ("COLLATERAL") given for the Guarantied Obligations or any other guaranties of the Guarantied Obligations or any portion thereof (an "Other Guaranty")thereof, (c) any renewals, extensions, readvances, modifications or rearrangements of any of the foregoing or (d) the liability of any other Guarantor hereunder.

Continuing and Irrevocable Guaranty. This Guaranty is a continuing guaranty of the Guarantied Obligations and may not be revoked and shall not otherwise terminate unless and until all Guarantied Obligations have been indefeasibly paid and performed in full. If, notwithstanding the foregoing, any Guarantor shall have any right under Applicable Law to terminate this Guaranty prior to indefeasible payment in full of the Guarantied Obligations, no such termination shall be effective until noon the next Business Day after the Beneficiary shall receive written notice thereof, signed by such Guarantor. Any such termination shall not affect this Guaranty in relation to (a) any Guarantied Obligation that was incurred or arose prior to the effective time of such notice, (b) any Guarantied Obligation incurred or arising after such effective time where such Guarantied Obligation is incurred or arises either pursuant to commitments existing at such effective time or incurred for the purpose of protecting or enforcing rights against the Company, any Guarantor or other guarantor of or other Person directly or indirectly liable on the Guarantied Obligations or any portion thereof (each of the Company, the Guarantors and any such other guarantor or Person is referred to herein as an "“Obligor"”) or any Collateral given for the Guarantied Obligations or any other guaranties of the Guarantied Obligations or any portion thereof (an "“Other Guaranty"”), (c) any renewals, extensions, readvances, modifications or rearrangements of any of the foregoing or (d) the liability of any other Guarantor hereunder.

Continuing and Irrevocable Guaranty. This Each Guarantor hereby acknowledges and agrees that this Guaranty is a continuing guaranty of the Guarantied Obligations and may not be revoked and shall not otherwise terminate unless and until all Guarantied Obligations have been indefeasibly paid and performed in full. If, notwithstanding the foregoing, any Guarantor shall have any right under Applicable Law Laws to terminate this Guaranty prior to indefeasible payment in full of the Guarantied Obligations, no such termination shall be effective until noon the next Business Day after the Beneficiary shall receive written notice thereof, signed by such Guarantor. Any such termination shall not affect this Guaranty in relation to (a) any Guarantied Obligation that was incurred or arose prior to the effective time of such notice, (b) any Guarantied Obligation incurred or arising after such effective time where such Guarantied Obligation is incurred or arises either pursuant to commitments existing at such effective time or incurred for the purpose of protecting or enforcing rights against the CompanyCompanies, any Guarantor or other guarantor of or other Person directly or indirectly liable on the Guarantied Obligations or any portion thereof (each of the Company, the Guarantors Companies and any such other guarantor or other Person is being referred to herein as an "“Obligor"”) or any Collateral collateral or other security (“Collateral”) given for the Guarantied Obligations or any other guaranties of the Guarantied Obligations or any portion thereof (an "Other Guaranty"), or (c) any renewals, extensions, readvances, modifications or rearrangements of any of the foregoing or (d) the liability of any other Guarantor hereunderforegoing.

Continuing and Irrevocable Guaranty. This Guaranty is a continuing guaranty of the Guarantied Obligations and may not be revoked and shall not otherwise terminate unless and until all Guarantied the Obligations have been indefeasibly paid and performed in full. If, notwithstanding the foregoing, any the Guarantor shall have any right under Applicable Law to terminate this Guaranty prior to indefeasible payment in full of the Guarantied Obligations, no such termination shall be effective until noon the next Business Day after the Beneficiary Collateral Agent shall receive have received written notice thereof, signed by such the Guarantor. Any such termination shall not affect this Guaranty in relation to (a) any Guarantied Obligation that was incurred or arose prior to the effective time of such notice, (b) any Guarantied Obligation incurred or arising after such effective time where such Guarantied Obligation is incurred or arises either pursuant to commitments existing at such effective time or incurred for the purpose of protecting or enforcing rights against the Company, any the Guarantor or any other guarantor of or other Person directly or indirectly liable on the Guarantied Obligations or any portion thereof (each of the Company, the Guarantors Guarantor and any such other guarantor or Person is referred to herein as an "Obligor") or any Collateral security ("Collateral") given for the Guarantied Obligations or any other guaranties of the Guarantied Obligations or any VESPER HOLDING S.A. GUARANTY 3 135 portion thereof (an "Other Guaranty"), or (c) any renewals, extensions, readvances, modifications or rearrangements of any of the foregoing or (d) the liability of any other Guarantor hereunderforegoing.

Continuing and Irrevocable Guaranty. This Guaranty is a continuing ----------------------------------- guaranty of the Guarantied Obligations and may not be revoked and shall not otherwise terminate unless and until all Guarantied Obligations have been indefeasibly paid and performed in full. If, notwithstanding the foregoing, any Guarantor shall have any right under Applicable Law Laws to terminate this Guaranty prior to indefeasible payment in full of the Guarantied Obligations, no such termination shall be effective until noon the next Business Day after the Beneficiary shall receive written notice thereof, signed by such Guarantor. Any such termination shall not affect this Guaranty in relation to (a) any Guarantied Obligation that was incurred or arose prior to the effective time of such notice, (b) any Guarantied Obligation incurred or arising after such effective time where such Guarantied Obligation is incurred or arises either pursuant to commitments existing at such effective time or incurred for the purpose of protecting or enforcing rights against the Company, any Guarantor or other guarantor of or other Person directly or indirectly liable on the Guarantied Obligations or any portion thereof (each of the Company, the Guarantors and any such other guarantor or Person is referred to herein as an "Obligor") or any Collateral given for the Guarantied Obligations or any other -------- guaranties of the Guarantied Obligations or any portion thereof (an "Other Guaranty")thereof, (c) any renewals, extensions, readvances, modifications or rearrangements of any of the foregoing or (d) the liability of any other Guarantor hereunder.

Continuing and Irrevocable Guaranty. This Guaranty is a continuing guaranty of the Guarantied Obligations and may not be revoked and shall not otherwise terminate unless and until all Guarantied the Obligations have been indefeasibly paid and performed in full. If, notwithstanding the foregoing, any the Guarantor shall have any right under Applicable Law to terminate this Guaranty prior to indefeasible payment in full of the Guarantied Obligations, no such termination shall be effective until noon the next Business Day after the Beneficiary Agent shall receive written notice thereof, signed by such the Guarantor. Any such termination shall not affect this Guaranty in relation to (a) any Guarantied Obligation that was incurred or arose prior to the effective time of such notice, (b) any Guarantied Obligation incurred or arising after such effective time where such Guarantied Obligation is incurred or arises either pursuant to commitments existing at such effective time or incurred for the purpose of protecting or enforcing rights against the CompanyBorrower, any the Guarantor or other guarantor of or other Person directly or indirectly liable on the Guarantied Obligations or any portion thereof (each of the Company, the Guarantors and any such other guarantor or Person is referred to herein as an "Obligor") or any Collateral given for the Guarantied Obligations or any other guaranties of the Guarantied Obligations or any portion thereof (an "OTHER GUARANTOR"; each of the Borrower, the Guarantor and the Other GuarantyGuarantors is referred to herein as an "), OBLIGOR") or any security ("COLLATERAL") given for the Obligations or any other guaranties of the Obligations or any portion thereof (an "OTHER GUARANTY") or (c) any renewals, extensions, readvances, modifications or rearrangements of any of the foregoing foregoing. Without limiting the generality of the foregoing, if any part of the Obligations arises under revolving credit facilities, then even if the Borrower is no longer entitled to further credit (as a result of the purported termination hereof or otherwise), no termination of this Guaranty shall be effective to reduce the obligations of the Guarantor hereunder with respect to any extensions of credit that may thereafter be made to the Borrower by the Beneficiaries to the extent that the outstanding amount of such credit (d) including letter of credit and other contingent exposure), together with all other Obligations then outstanding, does not exceed the liability aggregate amount of all Obligations outstanding as of the time any other Guarantor hereundertermination of this Guaranty becomes effective.

Continuing and Irrevocable Guaranty. This Guaranty is a continuing guaranty of the Guarantied Obligations and may not be revoked and shall not otherwise terminate unless and until all Guarantied the Obligations have been indefeasibly paid and performed in full. If, notwithstanding the foregoing, any Guarantor shall have any right under Applicable Law to terminate this Guaranty prior to indefeasible payment in full of the Guarantied Obligations, no such termination shall be effective until noon the next Business Day after the Beneficiary Lender Parties shall receive written notice thereof, signed by such Guarantor. Any such termination shall not affect this Guaranty in relation to (a) any Guarantied Obligation that was incurred or arose prior to the effective time of such notice, (b) any Guarantied Obligation incurred or arising after such effective time where such Guarantied Obligation is incurred or arises either pursuant to commitments existing at such effective time or incurred for the purpose of protecting or enforcing rights against the CompanyBorrower, any Guarantor or other guarantor of or other Person directly or indirectly liable on the Guarantied Obligations or any portion thereof (each of the Company, the Guarantors and any such other guarantor or Person is referred to herein as an "Obligor") or any Collateral given for the Guarantied Obligations or any other guaranties of the Guarantied Obligations or any portion thereof (an "OTHER GUARANTOR"; each of the Borrower, the Guarantors and the Other GuarantyGuarantors is referred to herein as an "), OBLIGOR") or any security ("COLLATERAL") given for the Obligations or any other guaranties of the Obligations or any portion thereof (an "OTHER GUARANTY") (c) any renewals, extensions, readvances, modifications or rearrangements of any of the foregoing or (d) the liability of any other Guarantor hereunder.

Continuing and Irrevocable Guaranty. This Guarantor hereby acknowledges and agrees that this Guaranty is a continuing guaranty of the Guarantied Obligations and may not be revoked and shall not otherwise terminate unless and until the later of (x) all Guarantied Obligations have been indefeasibly paid and performed in full, or (y) the occurrence of the Final Closing Date. If, notwithstanding the foregoing, any Guarantor shall have any right under Applicable Law Laws to terminate this Guaranty prior to indefeasible payment in full of the Guarantied Obligations, no such termination shall be effective until noon the next Business Day after the Beneficiary shall receive written notice thereof, signed by such Guarantor. Any such termination shall not affect this Guaranty in relation to (a) any Guarantied Obligation that was incurred or arose prior to the effective time of such notice, (b) any Guarantied Obligation incurred or arising after such effective time where such Guarantied Obligation is incurred or arises either pursuant to commitments existing at such effective time or incurred for the purpose of protecting or enforcing rights against the CompanyCompanies, any Guarantor or other guarantor of or other Person directly or indirectly liable on the Guarantied Obligations or any portion thereof (each of the Company, the Guarantors Companies and any such other guarantor or other Person is being referred to herein as an "“Obligor"”) or any Collateral collateral or other security (“Collateral”) given for the Guarantied Obligations or any other guaranties of the Guarantied Obligations or any portion thereof (an "Other Guaranty"), or (c) any renewals, extensions, readvances, modifications or rearrangements of any of the foregoing or (d) the liability of any other Guarantor hereunderforegoing.

Continuing and Irrevocable Guaranty. This Guaranty is a continuing guaranty of the Guarantied Obligations and may not be revoked and shall not otherwise terminate unless and until all Guarantied the Obligations have been indefeasibly paid and performed in full. If, notwithstanding the foregoing, any Guarantor shall have any right under Applicable Law to terminate this Guaranty prior to indefeasible payment in full of the Guarantied Obligations, no such termination shall be effective until noon the next Business Day after the Beneficiary Lender Parties shall receive written notice thereof, signed by such Guarantor. Any such termination shall not affect this Guaranty in relation to (a) any Guarantied Obligation that was incurred or arose prior to the effective time of such notice, (b) any Guarantied Obligation incurred or arising after such effective time where such Guarantied Obligation is incurred or arises either pursuant to commitments existing at such effective time or incurred for the purpose of protecting or enforcing rights against the CompanyBorrower, any Guarantor or other guarantor of or other Person directly or indirectly liable on the Guarantied Obligations or any portion thereof (an "Other Guarantor"; each of the CompanyBorrower, the Guarantors and any such other guarantor or Person the Other Guarantors is referred to herein as an "Obligor") or any Collateral security ("Collateral") given for the Guarantied Obligations or any other guaranties of the Guarantied Obligations or any portion thereof (an "Other Guaranty"), ) (c) any renewals, extensions, readvances, modifications or rearrangements of any of the foregoing or (d) the liability of any other Guarantor hereunder.