Common use of Unconditional Guaranty Clause in Contracts

Unconditional Guaranty. (a) Guarantor will pay the Guaranteed Obligations strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any such term or any right of any Lender with respect thereto. (b) This is a guaranty of payment and not of collection. The obligations of Guarantor under or in respect of this Guaranty and each other Loan Document to which Guarantor is a party are independent of the Guaranteed Obligations or any other obligation of any other Restricted Person under or in respect of the Loan Documents, and a separate action or actions may be brought and prosecuted against Guarantor to enforce this Guaranty, irrespective of whether any action is brought against Borrower or any other Restricted Person or whether Borrower or any other Restricted Person is joined in any such action or actions. (c) The obligations of Guarantor under this Guaranty and each other Loan Document to which Guarantor is a party shall not be affected by: (i) any voluntary or involuntary liquidation, dissolution, sale of all or substantially all assets, marshalling of assets or liabilities, receivership, conservatorship, assignment for the benefit of creditors, insolvency, bankruptcy, reorganization, arrangement, or composition of any Restricted Person, (ii) any other proceeding involving any Restricted Person or any asset of any Restricted Person under any law for the protection of debtors, or (iii) any discharge, impairment, modification, release, or limitation of the liability of, or stay of actions or lien enforcement proceeding against, any Restricted Person, any property of any Restricted Person, or the estate in bankruptcy of any Restricted Person in the course of or resulting from any such proceeding.

Unconditional Guaranty. (a) Guarantor will pay the Guaranteed Obligations strictly No action which any Lender Party may take or omit to take in accordance connection with the terms any of the Loan DocumentsDocuments (other than as required by Section 11), any of the Obligations (or any other indebtedness owing by Borrower to any Lender Party), or any Security, and no course of dealing of any Lender Party with any Obligor or any other Person, shall release or diminish Guarantor’s obligations, liabilities or agreements hereunder, affect this Guaranty in any way, or afford Guarantor any recourse against any Lender Party, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting whether any such term action or inaction may increase any right risks to or liabilities of any Lender with respect thereto.Party or any Obligor or increase any risk to or diminish any safeguard of any Security. Without limiting the foregoing, Guarantor hereby expressly agrees that Administrative Agent and the other Lender Parties may, from time to time, without notice to or the consent of Guarantor, do any or all of the following: (bi) This is a guaranty of payment and not of collection. The obligations of Guarantor under Amend, change or modify, in whole or in respect part, any one or more of this Guaranty and each other the Loan Documents (except an amendment to a Loan Document to which Guarantor is a party are independent to the extent such amendment requires the consent of Guarantor) and give or refuse to give any waivers or other indulgences with respect thereto. (ii) Neglect, delay, fail, or refuse to take or prosecute any action for the collection or enforcement of any of the Guaranteed Obligations, to foreclose or take or prosecute any action in connection with any Security or Loan Document, to bring suit against any Obligor or any other Person, or to take any other action concerning the Obligations or the Loan Documents. (iii) Accelerate, change, rearrange, extend, or renew the time, rate, terms, or manner for payment or performance of any one or more of the Obligations (whether for principal, interest, fees, expenses, indemnifications, affirmative or negative covenants, or otherwise). (iv) Compromise or settle any unpaid or unperformed Obligation or any other obligation of or amount due or owing, or claimed to be due or owing, under any other Restricted Person under one or in respect more of the Loan Documents. (v) Take, exchange, amend, eliminate, surrender, release, or subordinate any or all Security for any or all of the Obligations, accept additional or substituted Security therefor, and a separate perfect or fail to perfect any Lender Party’s rights in any or all Security. (vi) Discharge, release, substitute or add Obligors. (vii) Apply all monies received from Obligors or others, or from any Security for any of the Obligations, as provided in the Credit Agreement, without in any way being required to mxxxxxxx Security or assets or otherwise to apply all or any part of such monies upon any particular Obligations. (b) No action or actions may be brought and prosecuted against Guarantor to enforce this Guaranty, irrespective inaction of whether any action is brought against Borrower Obligor or any other Restricted Person Person, and no change of law or whether Borrower circumstances, shall release or any other Restricted Person is joined diminish Guarantor’s obligations, liabilities or agreements hereunder, affect this Guaranty in any such action way, or actions. (c) The obligations afford Guarantor any recourse against any Lender Party, other than the complete and final payment of the Obligations and the termination of all Letters of Credit and of all commitments of the Lender Parties under the Credit Agreement. Without limiting the foregoing, the obligations, liabilities and agreements of Guarantor under this Guaranty and each other Loan Document to which Guarantor is a party shall not be released, diminished, impaired, reduced, or affected byby the occurrence of any or all of the following from time to time, even if occurring without notice to or without the consent of Guarantor: (i) any Any voluntary or involuntary liquidation, dissolution, sale of all or substantially all assets, marshalling of assets or liabilities, receivership, conservatorship, assignment for the benefit of creditors, insolvency, bankruptcy, reorganization, arrangement, or composition of any Restricted Person, (ii) Obligor or any other proceeding proceedings involving any Restricted Person Obligor or any asset of the assets of any Restricted Person Obligor under any law laws for the protection of debtors, or (iii) or any discharge, impairment, modification, release, or limitation of the liability of, or stay of actions or lien enforcement proceeding proceedings against, any Restricted PersonObligor, any property properties of any Restricted PersonObligor, or the estate in bankruptcy of any Restricted Person Obligor in the course of or resulting from any such proceedingproceedings. (ii) The failure by any Lender Party to file or enforce a claim in any proceeding described in the immediately preceding subsection (i) or to take any other action in any proceeding to which any Obligor is a party. (iii) The release by operation of law of any Obligor from any of the Obligations or any other obligations to any Lender Party. (iv) The invalidity, deficiency, illegality, or unenforceability of any of the Obligations or the Loan Documents, in whole or in part, any bar by any statute of limitations or other law of recovery on any of the Obligations, or any defense or excuse for failure to perform on account of force majeure, act of God, casualty, impossibility, impracticability, or other defense or excuse whatsoever. (v) The failure of any Obligor or any other Person to sign any guaranty or other instrument or agreement within the contemplation of any Obligor or any Lender Party. (vi) The fact that Guarantor may have incurred directly part of the Obligations or is otherwise primarily liable therefor. (vii) Without limiting any of the foregoing, any fact or event (whether or not similar to any of the foregoing) which in the absence of this provision would or might constitute or afford a legal or equitable discharge or release of or defense to a guarantor or surety other than the actual payment and performance by Guarantor under this Guaranty. (c) Administrative Agent and the other Lender Parties may invoke the benefits of this Guaranty before pursuing any remedies against any Obligor or any other Person and before proceeding against any Security now or hereafter existing for the payment or performance of any of the Obligations. Administrative Agent or any other Lender Party may maintain an action against Guarantor on this Guaranty without joining any other Obligor therein and without bringing a separate action against any other Obligor. (d) If any payment to Administrative Agent or any other Lender Party by any Obligor is held to constitute a preference or a voidable transfer under applicable state, provincial, or federal laws, or if for any other reason Administrative Agent or any other Lender Party is required to refund such payment to the payor thereof or to pay the amount thereof to any other Person, such payment to Administrative Agent or such other Lender Party shall not constitute a release of Guarantor from any liability hereunder, and Guarantor agrees to pay such amount to Administrative Agent or such other Lender Party on demand and agrees and acknowledges that this Guaranty shall continue to be effective or shall be reinstated, as the case may be, to the extent of any such payment or payments. Any transfer by subrogation which is made as contemplated in Section 6 prior to any such payment or payments shall (regardless of the terms of such transfer) be automatically voided upon the making of any such payment or payments, and rights so transferred shall there upon revert to and be vested in Administrative Agent and the other Lender Parties. (e) This is a continuing guaranty and shall apply to and cover all Obligations and renewals and extensions thereof and substitutions therefor from time to time.

Unconditional Guaranty. (a) Guarantor will pay the Guaranteed Obligations strictly in accordance with the terms The obligations of the Loan Documents, regardless Guarantor under this Guaranty are absolute and unconditional without regard to the obligations of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any such term or any right of any Lender with respect thereto. (b) This is a guaranty of payment and not of collectionother Person. The obligations of the Guarantor under hereunder shall not be in any way limited or effected by any circumstance whatsoever including, without limitation, (a) any act or omission of the Lender consented to in respect of this Guaranty and each Section 2.2 hereof; (b) the failure to receive any notice, demand, presentment or protest waived in Section 2.4 hereof; (c) any failure by the Borrower or any surety or guarantor or any other Loan Document Person to which Guarantor is a party are independent of perform or comply with the Guaranteed Obligations or any other obligation the terms of any other Restricted Person under instrument or agreement relating thereto; (d) any change in respect the name, purpose, membership units or organization of the Loan Documents, and a separate action or actions may be brought and prosecuted against Guarantor to enforce this Guaranty, irrespective of whether any action is brought against Borrower or any surety or guarantor or any other Restricted Person Person; (e) any irregularity, defect or whether unauthorized action by the Lender, the Borrower or any surety or guarantor or any other Restricted Person is joined or any of its respective officers, directors members, managers or other agents in executing and delivering any instrument or agreements relating to the Guaranteed Obligations or in carrying out or attempting to carry out the terms of any such action or actions. agreements; (c) The obligations of Guarantor under this Guaranty and each other Loan Document to which Guarantor is a party shall not be affected by: (if) any voluntary or involuntary liquidation, dissolution, sale of all or substantially all assets, marshalling of assets or liabilities, receivership, conservatorship, assignment for the benefit of creditors, insolvency, bankruptcy, reorganizationreorganization or similar proceeding by or against the Borrower, arrangementLender, Guarantor or composition of any Restricted other surety or guarantor or other Person, ; (iig) any setoff, counterclaim, recoupment, deduction, any defense or other right which Guarantor may have against the Lender, the Borrower or any surety or guarantor or any other Person for any reason whatsoever whether related to the Guaranteed Obligations or otherwise; or (h) any other proceeding involving any Restricted Person circumstance which might constitute a legal or any asset equitable discharge or defense, in whole or in part, of any Restricted Person under any law for the protection a surety or guarantor. By signing this Guaranty, Guarantor hereby waives all defenses of debtors, or (iii) any discharge, impairment, modification, release, a surety to which it may be entitled by statute or limitation of the liability of, or stay of actions or lien enforcement proceeding against, any Restricted Person, any property of any Restricted Person, or the estate in bankruptcy of any Restricted Person in the course of or resulting from any such proceedingotherwise.

Unconditional Guaranty. Guarantor hereby agrees that its obligations under this Guarantee shall be unconditional, irrespective of any condition or circumstance, including, without limitation, (ai) Guarantor will pay the Guaranteed Obligations strictly in accordance with the terms validity or enforceability of the Loan DocumentsObligations or any part thereof, regardless or of the Notes or any other document evidencing all or any part of the Obligations, (ii) the absence of any lawattempt to collect from Issuer or any other guarantor or Person of all or any part of the Obligations or other action to enforce the same, regulation (iii) the waiver, modification, extension, amendment or order consent by Trustee or Noteholders with respect to any provision of any instrument evidencing the Obligations, or any part thereof, or any other agreement heretofore, now or hereafter in effect in any jurisdiction affecting any such term executed by Issuer or any right other guarantor or Person of all or any Lender with respect thereto. (b) This is a guaranty of payment and not of collection. The obligations of Guarantor under or in respect of this Guaranty and each other Loan Document to which Guarantor is a party are independent part of the Guaranteed Obligations, and delivered to Trustee, (iv) failure by Trustee to take any steps to perfect and maintain its security interest in, or to preserve its rights to, any security or collateral for the Obligations or any guarantee or other obligation agreement, (v) the existence or nonexistence of any other Restricted Person under or in respect of the Loan Documents, and a separate action or actions defenses which may be brought and prosecuted against Guarantor available to enforce this Guaranty, irrespective of whether any action is brought against Borrower Issuer or any other Restricted guarantor or Person of all or whether Borrower any part of the Obligations, (vi) the institution of any proceeding under Chapter 11 of Title 11 of the United States Code (11 U.S.C. § 101 et seq.), as amended (the “Bankruptcy Code”), or any similar proceeding, by or against any of Issuer or any other Restricted guarantor or Person is joined or Trustee’s election in any such action or actions. proceeding of the application of Section 1111(b)(2) of the Bankruptcy Code, (c) The obligations of Guarantor under this Guaranty and each other Loan Document to which Guarantor is a party shall not be affected by: (ivii) any voluntary borrowing or involuntary liquidationgrant of a security interest by Issuer, dissolutionas debtor-in-possession, sale under Section 364 of the Bankruptcy Code (or use of cash collateral under Section 363 of the Bankruptcy Code), (viii) the disallowance, under Section 502 of the Bankruptcy Code, of all or substantially all assetsany portion of Trustee’s or any Noteholder’s claim(s) for repayment of the Obligations, marshalling (ix) any assignment or other transfer of assets the Issuer’s interest or liabilitiesany assumption of the Issuer’s obligations under the Notes, receivership, conservatorship, assignment for the benefit of creditors, insolvency, bankruptcy, reorganization, arrangement, Indenture or composition of any Restricted Person, Transaction Document or (iix) any other proceeding involving any Restricted Person circumstance which might otherwise constitute a legal or any asset equitable discharge or defense of any Restricted Person under any law for the protection of debtors, or (iii) any discharge, impairment, modification, release, or limitation of the liability of, or stay of actions or lien enforcement proceeding against, any Restricted Person, any property of any Restricted Person, or the estate in bankruptcy of any Restricted Person in the course of or resulting from any such proceedinga guarantor.

Unconditional Guaranty. (a) Each Guarantor will pay the Guaranteed Obligations strictly in accordance with the terms of the Loan Documents, First Lien Documents to the extent permitted by law regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any such term or any right of any Lender First Lien Creditor with respect thereto. (b) This is a guaranty guarantee of payment and not of collection. The obligations of each Guarantor under or in respect of this Guaranty Article 11 and each other Loan First Lien Document to which such Guarantor is a party are independent of the Guaranteed Obligations or any other obligation of the Issuer or any other Restricted Person Guarantor under or in respect of the Loan First Lien Documents, and a separate action or actions may be brought and prosecuted against such Guarantor to enforce this GuarantyGuarantee, irrespective of whether any action is brought against Borrower the Issuer or any other Restricted Person Guarantor or whether Borrower the Issuer or any other Restricted Person Guarantor is joined in any such action or actions. (c) The obligations of each Guarantor under this Guaranty Article 11 and each other Loan First Lien Document to which such Guarantor is a party shall not not, to the maximum extent permitted by law, be affected by: (i1) any voluntary or involuntary liquidation, dissolution, sale of all or substantially all assets, marshalling of assets or liabilities, receivership, conservatorship, assignment for the benefit of creditors, insolvency, bankruptcy, reorganization, arrangement, or composition of the Issuer or any Restricted Person,other Guarantor; (ii2) any other proceeding involving the Issuer or any Restricted Person other Guarantor or any asset of the Issuer or any Restricted Person other Guarantor under any law for the protection of debtors, ; or (iii3) any discharge, impairment, modification, release, or limitation of the liability of, or stay of actions or lien enforcement proceeding against, the Issuer or any Restricted Personother Guarantor, any property of the Issuer or any Restricted Personother Guarantor, or the estate in bankruptcy of the Issuer or any Restricted Person other Guarantor in the course of or resulting from any such proceeding.

Unconditional Guaranty. (a) Each Guarantor will pay the Guaranteed Obligations strictly in accordance with the terms of the Loan Documents, Indenture Documents to the extent permitted by law regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any such term or any right of any Lender Second Lien Secured Party with respect thereto. (b) This is a guaranty guarantee of payment and not of collection. The obligations of each Guarantor under or in respect of this Guaranty Article 11 and each other Loan Indenture Document to which such Guarantor is a party are independent of the Guaranteed Obligations or any other obligation of the Company or any other Restricted Person Guarantor under or in respect of the Loan Indenture Documents, and a separate action or actions may be brought and prosecuted against such Guarantor to enforce this GuarantyGuarantee, irrespective of whether any action is brought against Borrower the Company or any other Restricted Person Guarantor or whether Borrower the Company or any other Restricted Person Guarantor is joined in any such action or actions. (c) The obligations of each Guarantor under this Guaranty Article 11 and each other Loan Indenture Document to which such Guarantor is a party shall not not, to the maximum extent permitted by law, be affected by: (i1) any voluntary or involuntary liquidation, dissolution, sale of all or substantially all assets, marshalling of assets or liabilities, receivership, conservatorship, assignment for the benefit of creditors, insolvency, bankruptcy, reorganization, arrangement, or composition of the Company or any Restricted Person,other Guarantor; (ii2) any other proceeding involving the Company or any Restricted Person other Guarantor or any asset of the Company or any Restricted Person other Guarantor under any law for the protection of debtors, ; or (iii3) any discharge, impairment, modification, release, or limitation of the liability of, or stay of actions or lien enforcement proceeding against, the Company or any Restricted Personother Guarantor, any property of the Company or any Restricted Personother Guarantor, or the estate in bankruptcy of the Company or any Restricted Person other Guarantor in the course of or resulting from any such proceeding.

Unconditional Guaranty. (a) Each Guarantor will pay the Guaranteed Obligations strictly in accordance with the terms of the Loan Documents, Indenture Documents to the extent permitted by law regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any such term or any right of any Lender Second Lien Secured Party with respect thereto. (b) This is a guaranty guarantee of payment and not of collection. The obligations of each Guarantor under or in respect of this Guaranty Article 11 and each other Loan Indenture Document to which such Guarantor is a party are independent of the Guaranteed Obligations or any other obligation of the Issuers or any other Restricted Person Guarantor under or in respect of the Loan Indenture Documents, and a separate action or actions may be brought and prosecuted against such Guarantor to enforce this GuarantyGuarantee, irrespective of whether any action is brought against Borrower the Issuers or any other Restricted Person Guarantor or whether Borrower the Issuers or any other Restricted Person Guarantor is joined in any such action or actions. (c) The obligations of each Guarantor under this Guaranty Article 11 and each other Loan Indenture Document to which such Guarantor is a party shall not not, to the maximum extent permitted by law, be affected by: (i1) any voluntary or involuntary liquidation, dissolution, sale of all or substantially all assets, marshalling of assets or liabilities, receivership, conservatorship, assignment for the benefit of creditors, insolvency, bankruptcy, reorganization, arrangement, or composition of the Company, the Co-Issuer or any Restricted Person,other Guarantor; (ii2) any other proceeding involving the Issuers or any Restricted Person other Guarantor or any asset of the Company, the Co-Issuer or any Restricted Person other Guarantor under any law for the protection of debtors, ; or (iii3) any discharge, impairment, modification, release, or limitation of the liability of, or stay of actions or lien enforcement proceeding against, the Company, the Co-Issuer or any Restricted Personother Guarantor, any property of the Company, the Co-Issuer or any Restricted Personother Guarantor, or the estate in bankruptcy of the Company, the Co-Issuer or any Restricted Person other Guarantor in the course of or resulting from any such proceeding.

Unconditional Guaranty. (a) Guarantor will pay the Guaranteed Obligations strictly No action which any Lender Party may take or omit to take in accordance connection with the terms any of the Loan DocumentsDocuments (other than as required by Section 11), any of the Obligations (or any other indebtedness owing by Borrower to any Lender Party), or any Security, and no course of dealing of any Lender Party with any Obligor or any other Person, shall release or diminish Guarantor’s obligations, liabilities or agreements hereunder, affect this Guaranty in any way, or afford Guarantor any recourse against any Lender Party, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting whether any such term action or inaction may increase any right risks to or liabilities of any Lender with respect thereto.Party or any Obligor or increase any risk to or diminish any safeguard of any Security. Without limiting the foregoing, Guarantor hereby expressly agrees that Administrative Agent and the other Lender Parties may, from time to time, without notice to or the consent of Guarantor, do any or all of the following: (bi) This is a guaranty of payment and not of collection. The obligations of Guarantor under Amend, change or modify, in whole or in respect part, any one or more of this Guaranty and each other the Loan Documents (except an amendment to a Loan Document to which Guarantor is a party are independent to the extent such amendment requires the consent of Guarantor) and give or refuse to give any waivers or other indulgences with respect thereto. (ii) Neglect, delay, fail, or refuse to take or prosecute any action for the collection or enforcement of any of the Guaranteed Obligations, to foreclose or take or prosecute any action in connection with any Security or Loan Document, to bring suit against any Obligor or any other Person, or to take any other action concerning the Obligations or the Loan Documents. (iii) Accelerate, change, rearrange, extend, or renew the time, rate, terms, or manner for payment or performance of any one or more of the Obligations (whether for principal, interest, fees, expenses, indemnifications, affirmative or negative covenants, or otherwise). (iv) Compromise or settle any unpaid or unperformed Obligation or any other obligation of or amount due or owing, or claimed to be due or owing, under any other Restricted Person under one or in respect more of the Loan Documents. (v) Take, exchange, amend, eliminate, surrender, release, or subordinate any or all Security for any or all of the Obligations, accept additional or substituted Security therefor, and a separate perfect or fail to perfect any Lender Party’s rights in any or all Security. (vi) Discharge, release, substitute or add Obligors. (vii) Apply all monies received from Obligors or others, or from any Security for any of the Obligations, as provided in the Credit Agreement, without in any way being required to xxxxxxxx Security or assets or otherwise to apply all or any part of such monies upon any particular Obligations. (b) No action or actions may be brought and prosecuted against Guarantor to enforce this Guaranty, irrespective inaction of whether any action is brought against Borrower Obligor or any other Restricted Person Person, and no change of law or whether Borrower circumstances, shall release or any other Restricted Person is joined diminish Guarantor’s obligations, liabilities or agreements hereunder, affect this Guaranty in any such action way, or actions. (c) The obligations afford Guarantor any recourse against any Lender Party, other than the complete and final payment of the Obligations and the termination of all Letters of Credit and of all commitments of the Lender Parties under the Credit Agreement. Without limiting the foregoing, the obligations, liabilities and agreements of Guarantor under this Guaranty and each other Loan Document to which Guarantor is a party shall not be released, diminished, impaired, reduced, or affected byby the occurrence of any or all of the following from time to time, even if occurring without notice to or without the consent of Guarantor: (i) any Any voluntary or involuntary liquidation, dissolution, sale of all or substantially all assets, marshalling of assets or liabilities, receivership, conservatorship, assignment for the benefit of creditors, insolvency, bankruptcy, reorganization, arrangement, or composition of any Restricted Person, (ii) Obligor or any other proceeding proceedings involving any Restricted Person Obligor or any asset of the assets of any Restricted Person Obligor under any law laws for the protection of debtors, or (iii) or any discharge, impairment, modification, release, or limitation of the liability of, or stay of actions or lien enforcement proceeding proceedings against, any Restricted PersonObligor, any property properties of any Restricted PersonObligor, or the estate in bankruptcy of any Restricted Person Obligor in the course of or resulting from any such proceedingproceedings. (ii) The failure by any Lender Party to file or enforce a claim in any proceeding described in the immediately preceding subsection (i) or to take any other action in any proceeding to which any Obligor is a party. (iii) The release by operation of law of any Obligor from any of the Obligations or any other obligations to any Lender Party. (iv) The invalidity, deficiency, illegality, or unenforceability of any of the Obligations or the Loan Documents, in whole or in part, any bar by any statute of limitations or other law of recovery on any of the Obligations, or any defense or excuse for failure to perform on account of force majeure, act of God, casualty, impossibility, impracticability, or other defense or excuse whatsoever. (v) The failure of any Obligor or any other Person to sign any guaranty or other instrument or agreement within the contemplation of any Obligor or any Lender Party. (vi) The fact that Guarantor may have incurred directly part of the Obligations or is otherwise primarily liable therefor. (vii) Without limiting any of the foregoing, any fact or event (whether or not similar to any of the foregoing) which in the absence of this provision would or might constitute or afford a legal or equitable discharge or release of or defense to a guarantor or surety other than the actual payment and performance by Guarantor under this Guaranty. (c) Administrative Agent and the other Lender Parties may invoke the benefits of this Guaranty before pursuing any remedies against any Obligor or any other Person and before proceeding against any Security now or hereafter existing for the payment or performance of any of the Obligations. Administrative Agent or any other Lender Party may maintain an action against Guarantor on this Guaranty without joining any other Obligor therein and without bringing a separate action against any other Obligor. (d) If any payment to Administrative Agent or any other Lender Party by any Obligor is held to constitute a preference or a voidable transfer under applicable state, provincial, or federal laws, or if for any other reason Administrative Agent or any other Lender Party is required to refund such payment to the payor thereof or to pay the amount thereof to any other Person, such payment to Administrative Agent or such other Lender Party shall not constitute a release of Guarantor from any liability hereunder, and Guarantor agrees to pay such amount to Administrative Agent or such other Lender Party on demand and agrees and acknowledges that this Guaranty shall continue to be effective or shall be reinstated, as the case may be, to the extent of any such payment or payments. Any transfer by subrogation which is made as contemplated in Section 6 prior to any such payment or payments shall (regardless of the terms of such transfer) be automatically voided upon the making of any such payment or payments, and rights so transferred shall there upon revert to and be vested in Administrative Agent and the other Lender Parties. (e) This is a continuing guaranty and shall apply to and cover all Obligations and renewals and extensions thereof and substitutions therefor from time to time.

Unconditional Guaranty. (a) Each Guarantor will pay the Guaranteed Obligations strictly in accordance with the terms of the Loan Documents, Indenture Documents to the extent permitted by law regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any such term or any right of any Lender Second Lien Creditor with respect thereto. (b) This is a guaranty guarantee of payment and not of collection. The obligations of each Guarantor under or in respect of this Guaranty Article 11 and each other Loan Indenture Document to which such Guarantor is a party are independent of the Guaranteed Obligations or any other obligation of PES or any other Restricted Person Guarantor under or in respect of the Loan Indenture Documents, and a separate action or actions may be brought and prosecuted against such Guarantor to enforce this GuarantyGuarantee, irrespective of whether any action is brought against Borrower PES or any other Restricted Person Guarantor or whether Borrower PES or any other Restricted Person Guarantor is joined in any such action or actions. (c) The obligations of each Guarantor under this Guaranty Article 11 and each other Loan Indenture Document to which such Guarantor is a party shall not not, to the maximum extent permitted by law, be affected by: (i1) any voluntary or involuntary liquidation, dissolution, sale of all or substantially all assets, marshalling of assets or liabilities, receivership, conservatorship, assignment for the benefit of creditors, insolvency, bankruptcy, reorganization, arrangement, or composition of PES or any Restricted Person,other Guarantor; (ii2) any other proceeding involving PES or any Restricted Person other Guarantor or any asset of PES or any Restricted Person other Guarantor under any law for the protection of debtors, ; or (iii3) any discharge, impairment, modification, release, or limitation of the liability of, or stay of actions or lien enforcement proceeding against, PES or any Restricted Personother Guarantor, any property of PES or any Restricted Personother Guarantor, or the estate in bankruptcy of PES or any Restricted Person other Guarantor in the course of or resulting from any such proceeding.

Unconditional Guaranty. (a) Guarantor will pay the Guaranteed Obligations strictly in accordance with the terms The obligations of the Loan Documents, regardless Guarantor under this Guaranty are absolute and unconditional without regard to the obligations of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any such term or any right of any Lender with respect thereto. (b) This is a guaranty of payment and not of collectionother Person. The obligations of the Guarantor under hereunder shall not be in any way limited or effected by any circumstance whatsoever including, without limitation, (a) any act or omission of the Lenders or the Agent (or any of them) consented to in respect of this Guaranty Section 2.2 hereof; (b) the failure to receive any notice, demand, presentment or protest waived in Sections 2.4 and each 2.6 hereof; (c) any failure by the Borrower or any surety or guarantor or any other Loan Document Person to which Guarantor is a party are independent of perform or comply with the Guaranteed Obligations or any other obligation the terms of any other Restricted Person under instrument or agreement relating thereto; (d) any change in respect the name, purpose, membership units or organization of the Loan Documents, and a separate action or actions may be brought and prosecuted against Guarantor to enforce this Guaranty, irrespective of whether any action is brought against Borrower or any surety or guarantor or any other Restricted Person Person; (e) any irregularity, defect or whether unauthorized action by the Lenders or the Agent (or any of them), the Borrower or any surety or guarantor or any other Restricted Person is joined or any of its respective officers, directors members, managers or other agents in executing and delivering any instrument or agreements relating to the Guaranteed Obligations or in carrying out or attempting to carry out the terms of any such action or actions. agreements; (c) The obligations of Guarantor under this Guaranty and each other Loan Document to which Guarantor is a party shall not be affected by: (if) any voluntary or involuntary liquidation, dissolution, sale of all or substantially all assets, marshalling of assets or liabilities, receivership, conservatorship, assignment for the benefit of creditors, insolvency, bankruptcy, reorganizationreorganization or similar proceeding by or against the Borrower, arrangementany Lender, the Agent, Guarantor or composition any other surety or guarantor or other Person; (g) any setoff, counterclaim, recoupment, deduction, any defense or other right which Guarantor may have against the Lenders or the Agent (or any of them), the Borrower or any Restricted Person, surety or guarantor or any other Person for any reason whatsoever whether related to the Guaranteed Obligations or otherwise; or (iih) any other proceeding involving any Restricted Person circumstance which might constitute a legal or any asset equitable discharge or defense, in whole or in part, of any Restricted Person under any law for the protection a surety or guarantor. By signing this Guaranty, Guarantor hereby waives all defenses of debtors, or (iii) any discharge, impairment, modification, release, a surety to which it may be entitled by statute or limitation of the liability of, or stay of actions or lien enforcement proceeding against, any Restricted Person, any property of any Restricted Person, or the estate in bankruptcy of any Restricted Person in the course of or resulting from any such proceedingotherwise.

Unconditional Guaranty. (a) Each Guarantor will pay the Guaranteed Obligations strictly in accordance with the terms of the Loan Documents, Second Lien Documents to the extent permitted by law regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any such term or any right of any Lender Second Lien Creditor with respect thereto. (b) This is a guaranty guarantee of payment and not of collection. The obligations of each Guarantor under or in respect of this Guaranty Article 11 and each other Loan Second Lien Document to which such Guarantor is a party are independent of the Guaranteed Obligations or any other obligation of the Issuer or any other Restricted Person Guarantor under or in respect of the Loan Second Lien Documents, and a separate action or actions may be brought and prosecuted against such Guarantor to enforce this GuarantyGuarantee, irrespective of whether any action is brought against Borrower the Issuer or any other Restricted Person Guarantor or whether Borrower the Issuer or any other Restricted Person Guarantor is joined in any such action or actions. (c) The obligations of each Guarantor under this Guaranty Article 11 and each other Loan Second Lien Document to which such Guarantor is a party shall not not, to the maximum extent permitted by law, be affected by: (i1) any voluntary or involuntary liquidation, dissolution, sale of all or substantially all assets, marshalling of assets or liabilities, receivership, conservatorship, assignment for the benefit of creditors, insolvency, bankruptcy, reorganization, arrangement, or composition of the Issuer or any Restricted Person,other Guarantor; (ii2) any other proceeding involving the Issuer or any Restricted Person other Guarantor or any asset of the Issuer or any Restricted Person other Guarantor under any law for the protection of debtors, ; or (iii3) any discharge, impairment, modification, release, or limitation of the liability of, or stay of actions or lien enforcement proceeding against, the Issuer or any Restricted Personother Guarantor, any property of the Issuer or any Restricted Personother Guarantor, or the estate in bankruptcy of the Issuer or any Restricted Person other Guarantor in the course of or resulting from any such proceeding.

Unconditional Guaranty. (a) Guarantor will pay the Guaranteed Obligations strictly in accordance with the terms The obligations of the Loan Documents, regardless Guarantor under this Guaranty are absolute and unconditional without regard to the obligations of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any such term or any right of any Lender with respect thereto. (b) This is a guaranty of payment and not of collectionother Person. The obligations of the Guarantor under hereunder shall not be in any way limited or effected by any circumstance whatsoever including, without limitation, (a) any act or omission of the Lenders or the Agent (or any of them) consented to in respect of this Guaranty Section 2.2 hereof; (b) the failure to receive any notice, demand, presentment or protest waived in Sections 2.4 and each 2.6 hereof; (c) any failure by the Borrower or any surety or guarantor or any other Loan Document Person to which Guarantor is a party are independent of perform or comply with the Guaranteed Obligations or any other obligation the terms of any other Restricted Person under instrument or agreement relating thereto; (d) any change in respect the name, purpose, membership units or organization of the Loan Documents, and a separate action or actions may be brought and prosecuted against Guarantor to enforce this Guaranty, irrespective of whether any action is brought against Borrower or any surety or guarantor or any other Restricted Person Person; (e) any irregularity, defect or whether unauthorized action by the Lenders or the Agent (or any of them), the Borrower or any surety or guarantor or any other Restricted Person is joined or any of their respective officers, directors members, managers or other agents in executing and delivering any instrument or agreements relating to the Guaranteed Obligations or in carrying out or attempting to carry out the terms of any such action or actions. agreements; (c) The obligations of Guarantor under this Guaranty and each other Loan Document to which Guarantor is a party shall not be affected by: (if) any voluntary or involuntary liquidation, dissolution, sale of all or substantially all assets, marshalling of assets or liabilities, receivership, conservatorship, assignment for the benefit of creditors, insolvency, bankruptcy, reorganizationreorganization or similar proceeding by or against the Borrower, arrangementany Lender, the Agent, any Guarantor or composition any other surety or guarantor or other Person; (g) any setoff, counterclaim, recoupment, deduction, any defense or other right which any Guarantor may have against the Lenders or the Agent (or any of them), the Borrower or any Restricted Person, surety or guarantor or any other Person for any reason whatsoever whether related to the Guaranteed Obligations or otherwise; or (iih) any other proceeding involving any Restricted Person circumstance which might constitute a legal or any asset equitable discharge or defense, in whole or in part, of any Restricted Person under any law for the protection a surety or guarantor. By signing this Guaranty, each Guarantor hereby waives all defenses of debtors, or (iii) any discharge, impairment, modification, release, a surety to which it may be entitled by statute or limitation of the liability of, or stay of actions or lien enforcement proceeding against, any Restricted Person, any property of any Restricted Person, or the estate in bankruptcy of any Restricted Person in the course of or resulting from any such proceedingotherwise.

Unconditional Guaranty. The Guarantor hereby irrevocably and unconditionally guarantees to the Buyer, subject to the terms and limitations contained in the Purchase Agreement, the due and punctual payment and performance by the Seller of all of the Seller’s obligations under the Purchase Agreement (athe “Guaranteed Obligations”) provided that, as regards any Guaranteed Obligations not involving the payment of money, to be performed outside the French Republic, the Guarantor’s obligations hereunder shall be to cause such Guaranteed Obligations to be performed by the Seller or another person designated by the Guarantor will pay and not by the Guarantor itself if the Guarantor’s own performance of such Guaranteed Obligations would require it to register or qualify to do business in or subject itself to the taxing or regulatory jurisdiction of, any other country. Subject to the aforesaid, the Guarantor’s guaranty hereunder is an absolute, unconditional guaranty of performance and, where applicable, of payment and shall not be released, discharged or otherwise affected by any matter whatsoever, including, without limitation, (i) the bankruptcy, insolvency, reorganization or dissolution of the Seller or the disaffirmance in whole or in part of any of the Guaranteed Obligations strictly in any such proceeding, or any action taken by any trustee or receiver or by any court in any such proceeding, (ii) any modification or amendment of or supplement to the Purchase Agreement or the Guaranteed Obligations, (iii) any consent, release or waiver by the Seller with respect to any of its rights under the Purchase Agreement, (iv) any assignment or transfer of the Purchase Agreement or of any rights or obligations thereunder in accordance with the terms thereof, (v) any merger or consolidation of the Loan DocumentsSeller into or with any other corporation, regardless or any sale, lease or other transfer of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any such term or any right of any Lender with respect thereto. (b) This is a guaranty of payment and not of collection. The obligations of Guarantor under or in respect of this Guaranty and each other Loan Document to which Guarantor is a party are independent of the Guaranteed Obligations or assets of the Seller to any other obligation of any other Restricted Person under person or in respect of the Loan Documentsentity, and a separate action or actions may be brought and prosecuted against Guarantor to enforce this Guaranty, irrespective of whether any action is brought against Borrower or any other Restricted Person or whether Borrower or any other Restricted Person is joined in any such action or actions. (c) The obligations of Guarantor under this Guaranty and each other Loan Document to which Guarantor is a party shall not be affected by: (ivi) any voluntary lack of authority or involuntary liquidation, dissolution, sale lack of all or substantially all assets, marshalling of assets or liabilities, receivership, conservatorship, assignment authorization for the benefit of creditors, insolvency, bankruptcy, reorganization, arrangement, or composition of any Restricted Person, (ii) any other proceeding involving any Restricted Person or any asset of any Restricted Person under any law for Seller to incur the protection of debtors, or (iii) any discharge, impairment, modification, release, or limitation of the liability of, or stay of actions or lien enforcement proceeding against, any Restricted Person, any property of any Restricted Person, or the estate in bankruptcy of any Restricted Person in the course of or resulting from any such proceedingGuaranteed Obligations.