Common use of Certain Guarantees Clause in Contracts

Certain Guarantees. (a) Without in any way affecting any obligation of Seller or any of its Affiliates prior to the Closing in respect thereof, Buyer shall cause Seller and its Affiliates (other than the Transferred Subsidiaries) to be removed or released, effective as of the Closing, in respect of all obligations of Seller and such Affiliates under each of the guarantees, indemnities, surety bonds, letters of credit and letters of comfort obtained by Seller and such Affiliates for the benefit of the Transferred Subsidiaries that are described in Schedule 4.10 and, to the extent commercially reasonable to achieve such removal or release, shall agree to substitute itself in the place of Seller and its Affiliates. Seller and its Affiliates shall take all actions reasonably requested by Buyer or its Affiliates in connection with any such removal or release. Buyer agrees to indemnify and hold harmless Seller and its Affiliates from and against any Losses incurred by Seller and its Affiliates after the Closing under or pursuant to any such guarantee, indemnity, surety bond, letter of credit or letter of comfort. (b) From the date of this Agreement until the Closing Date: (i) Seller shall use its commercially reasonable efforts to reach an agreement with the Specified Third Party whereby Seller and its Affiliates (other than the Transferred Subsidiaries) are removed or released in respect of all their respective obligations under the Specified Guarantee and substituted by one or more of the Transferred Subsidiaries and (ii) if Seller is unable to reach such an agreement with the Specified Third Party, Seller shall use its commercially reasonable efforts to reach an agreement with the Specified Third Party whereby the potential Liabilities of Seller and its Affiliates (other than the Transferred Subsidiaries) under the Specified Guarantee are capped at a specified maximum amount; it being understood that, except as provided below (and except to the extent of its expenditure of efforts as contemplated hereby), Seller shall not be required to incur any Liabilities in connection with the foregoing. From and after the Closing, if Seller or any of its Affiliates continue to have any obligations under the Specified Guarantee, then: (i) Buyer shall use its commercially reasonable efforts to cause Seller and its Affiliates to be removed or released in respect of their respective obligations under the Specified Guarantee and replaced with itself or a Transferred Subsidiary in the place of Seller and its Affiliates with respect to such obligations, (ii) indemnify and hold harmless Seller and its Affiliates from and against any Losses incurred by Seller and its Affiliates (other than the Transferred Subsidiaries) from and after the Closing under or pursuant to the Specified Guarantee and (iii) pay Seller a $50,000 per annum fee (payable quarterly) for so long as Seller or one of its Affiliates remains obligated under the Specified Guarantee (provided that to the extent Seller and its Affiliates are released under such guarantee, such fee shall be payable for the portion of the year prior to such release, and provided further that notwithstanding the obligation to pay such fee, Buyer shall continue to use its commercially reasonable efforts to reach an agreement with Specified Third Party whereby Seller and its Affiliates are removed or released in respect of all their respective obligations under the Specified Guarantee with respect to the Specified Liability). In addition: (a) at the Closing Buyer shall provide replacement credit support (such as a bank guarantee or letter of credit) from one or more of its lenders under the Debt Financing in replacement of the Specified Guarantee with respect to $7,000,000 of the Specified Liability and (b) not later than the 180th day following the Closing, to the extent that Seller and its Affiliates continue to be guarantors under the Specified Guarantee with respect to any portion of the Specified Liability and to the extent permitted by Specified Third Party and under Buyer’s Financing Commitments, Buyer shall obtain replacement credit support from one or more of its lenders under Debt Financing in replacement of the Specified Guarantee up to the then outstanding amount of the Specified Liability. Seller and its Affiliates shall cooperate with Buyer and its Affiliates with respect to such removal, release or replacement after the Closing and with respect to efforts to limit the Specified Guarantee to the amount of the underlying Liability. Buyer shall be responsible for any and all of its and its Affiliates expenses in connection with this Section 4.10. As used herein, the term “Specified Liability” shall mean that portion of the Liability underlying the Specified Guarantee up to $21,000,000 as may be reduced from time to time as such Liability is eliminated.

Certain Guarantees. (a) Without in If (i) any way affecting any obligation Subsidiary of Seller PAAC becomes a Restricted Subsidiary after the Closing Date, (ii) the Company, PAAC or any Subsidiary of its Affiliates prior PAAC that is a Guarantor transfers or causes to be transferred, in one transaction or a series of related transactions, property or assets (including, without limitation, businesses, divisions, real property, assets or equipment) which in the Closing in respect thereof, Buyer shall cause Seller aggregate have a value equal to or greater than 15% of PAAC's and its Affiliates (other than the Transferred Subsidiaries) to be removed or released, effective ' total assets determined on a consolidated basis as of the Closingtime of transfer to any Subsidiary or Subsidiaries of PAAC that is not the Company or a Guarantor or are not Guarantors, in respect (iii) any Subsidiary of all obligations PAAC which has a value equal to or greater than 5% of Seller PAAC's and such Affiliates under each its Subsidiaries' total assets determined on a consolidated basis as of the guarantees, indemnities, surety bonds, letters time of credit and letters of comfort obtained by Seller and such Affiliates for the benefit determination directly or indirectly guarantees or otherwise becomes obligated with respect to any Senior Indebtedness of the Transferred Subsidiaries that are described in Schedule 4.10 andCompany or PAAC, to or (iv) any Subsidiary of PAAC becomes a guarantor of the extent commercially reasonable to achieve such removal Existing Senior Secured Notes, the Term Loan Notes or release, shall agree to substitute itself in the place of Seller and its Affiliates. Seller and its Affiliates shall take all actions reasonably requested by Buyer or its Affiliates in connection with any such removal or release. Buyer agrees to indemnify and hold harmless Seller and its Affiliates from and against any Losses incurred by Seller and its Affiliates loans under the Existing Term Facility after the Closing under Date, the Company shall cause such Subsidiary or Subsidiaries of PAAC to execute and deliver to the Trustee a supplemental indenture pursuant to any which such Subsidiary or Subsidiaries or PAAC shall unconditionally guarantee, indemnityin accordance with Article Thirteen hereof, surety bondall of the Company's obligations under this Indenture and the Securities on the same terms as the other Guarantors, letter which Guarantee shall rank pari passu with any Senior Indebtedness of credit such Subsidiary; provided, that clause (i) of this Section 1019(a) shall not apply to any newly acquired or letter created Subsidiary of comfortPAAC organized outside of the United States of America and conducting the majority of its business outside of the United States of America for so long as the issuance of a guarantee by such Subsidiary would result in a material increase in the aggregate amount of income tax payable by PAAC on a consolidated basis and the Company shall deliver to the Trustee an Officers' Certificate so stating. (b) From the date of this Agreement until the Closing Date: (i) Seller shall use its commercially reasonable efforts to reach an agreement with the Specified Third Party whereby Seller and its Affiliates (other than the Transferred Subsidiaries) are removed or released in respect of all their respective obligations under the Specified Guarantee and substituted by one or more of the Transferred Subsidiaries and (ii) if Seller is unable to reach such an agreement with the Specified Third Party, Seller shall use its commercially reasonable efforts to reach an agreement with the Specified Third Party whereby the potential Liabilities of Seller and its Affiliates (other than the Transferred Subsidiaries) under the Specified Guarantee are capped at a specified maximum amount; it being understood that, except as provided below (and except to the extent of its expenditure of efforts as contemplated hereby), Seller shall not be required to incur any Liabilities in connection with the foregoing. From and after the Closing, if Seller or any of its Affiliates continue to have any obligations under the Specified Guarantee, then: (i) Buyer shall use its commercially reasonable efforts to cause Seller and its Affiliates to be removed or released in respect of their respective obligations under the Specified Guarantee and replaced with itself or a Transferred Subsidiary in the place of Seller and its Affiliates with respect to such obligations, (ii) indemnify and hold harmless Seller and its Affiliates from and against any Losses incurred by Seller and its Affiliates (other than the Transferred Subsidiaries) from and after the Closing under or Each guarantee created pursuant to the Specified provisions described in the foregoing paragraph is referred to as a "Guarantee" and the issuer of each such Guarantee and (iii) pay Seller is referred to as a $50,000 per annum fee (payable quarterly) for so long as Seller or one "Guarantor." Notwithstanding the foregoing, any Guarantee by a Subsidiary of PAAC of the Securities shall provide by its Affiliates remains obligated under the Specified Guarantee (provided terms that to the extent Seller and its Affiliates are released under such guarantee, such fee it shall be payable for the portion automatically and unconditionally released and discharged upon any sale, exchange, transfer or other disposition to any Person of all of the year prior to Company's, PAAC's or a Restricted Subsidiary's Equity Interest in (or if such releaseSubsidiary is owned by a Restricted Subsidiary, and provided further that notwithstanding the obligation to pay such fee, Buyer shall continue to use its commercially reasonable efforts to reach an agreement with Specified Third Party whereby Seller and its Affiliates are removed or released in respect of all their respective obligations under the Specified Guarantee with respect to the Specified Liability). In addition: (a) at the Closing Buyer shall provide replacement credit support (of such as a bank guarantee or letter of credit) from one or more of its lenders under the Debt Financing in replacement of the Specified Guarantee with respect to $7,000,000 of the Specified Liability and (b) not later than the 180th day following the Closing, to the extent that Seller and its Affiliates continue to be guarantors under the Specified Guarantee with respect to any portion of the Specified Liability and to the extent permitted by Specified Third Party and under Buyer’s Financing Commitments, Buyer shall obtain replacement credit support from one or more of its lenders under Debt Financing in replacement of the Specified Guarantee up to the then outstanding amount of the Specified Liability. Seller and its Affiliates shall cooperate with Buyer and its Affiliates with respect to such removal, release or replacement after the Closing and with respect to efforts to limit the Specified Guarantee to the amount of the underlying Liability. Buyer shall be responsible for any and all of its and its Affiliates expenses in connection with this Section 4.10. As used herein, the term “Specified Liability” shall mean that portion of the Liability underlying the Specified Guarantee up to $21,000,000 as may be reduced from time to time as such Liability is eliminated.Restricted