definiens: shall mean each of ( x ) Tih'-ot - e - c-, ( ' : ' " y~ » ) ( if applicable ) any other Affiliate ofTibotec Parent which shall at any time be a party to, or an1 -­assignee thereof under, any of the Guaranteed Agreements in accordance with the terms of such ) Annex U - I Page I CONFIDENTIAL EXECUTION VERSION agreements, and ( z ) ( if applicable ) any Third Party to which Tibotec has the ri ~ t to assi~, and ! does assi~, the Collaboration Agreement or an, y Ancillary Agreement.~ ~-, -1.2 Obligations Unconditional . The obligations of Guarantor under this Article I shall constitute a present and continuing guarantee of payment and not of collectability, and shall be absolute and unconditional . Without limiting the generality of the foregoing ( but subject to Section 1.3 and Section 2.2 hereof ), it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of Guarantor hereunder : ~I the sale or transfer of any or all of any Tibotec Entity 's assets or ; businesses, or the merger, dissolution or liquidation of any Tibot'-ec-=E - nl1"\;l the sale or transfer by Tibotec Parent or its Affiliates of ownership of any ; Tibotec Entity or Guarantor ;) any insolvency, bankruptcy, reorganization, receivership, assignment for the benefit of creditors, liquidation or similar proceedings with respect to ) any Tibotec Entity ; ori --!he .modifica ~ i ~ n, amendment, renewal or extension, by any . direct or L .., mdlrect subsidiary of Tibotec Parent, of the terms or conditions of any ) Guaranteed Agreements or any Guaranteed Obligations . ! 1.3 Certain Exceptions . Notwithstanding anything in this Agreement to the contrary, if any modification, amendment, renewal or extension of or to any Guaranteed Agreement is made, without Guarantor 's written consent, by any party other than an Affiliate ofTibotec Parent, Guarantor shall have no liability with respect to, and the Guaranteed Obligations shall not include, any obligation arising out of such modification, amendment, renewal or extension, to the extent that such obligation would not exist in the absence of such modification, amendment, renewal or extension