Common use of Additional Guarantor Clause in Contracts

Additional Guarantor. The Additional Guarantor agrees that it shall be and become a Guarantor for all purposes of the Subsidiary Guaranty and shall be fully liable thereunder to the Agent and other Guaranteed Parties to the same extent and with the same effect as though the Additional Guarantor had been one of the Guarantors originally executing and delivering the Subsidiary Guaranty. Without limiting the foregoing, the Additional Guarantor hereby jointly and severally (with respect to the guaranties made by the Subsidiary Guarantors under the Subsidiary Guaranty), irrevocably and unconditionally, guarantees the punctual payment when due, whether at stated maturity by acceleration of otherwise, of the Borrowings and all other Obligations (as defined in the Credit Agreement, and including all renewals, extensions, modifications and refinancings thereof, now or hereafter existing, whether for principal, interest, fees, expenses or otherwise, and any and all expenses (including reasonable attorneys' fees actually incurred and reasonable out-of-pocket expenses) incurred by the Agent and other Guaranteed Parties in enforcing any rights under the Subsidiary Guaranty (as supplemented hereby), subject, however, to the limitations expressly provided in the Subsidiary Guaranty in Section 15 thereof. All references in the Subsidiary Guaranty to "Guarantors" or any "Guarantor" shall be deemed to include and to refer to the Additional Guarantor.

Additional Guarantor. The Additional Guarantor hereby assumes all obligations, and agrees that it to be bound by all covenants, agreements and obligations, of a Guarantor under, and shall be and become a Guarantor for all purposes of of, the Subsidiary Guaranty and shall be fully liable thereunder to the Agent and other Guaranteed Parties Administrative Agent, any Lender or any Person entitled to indemnification pursuant to Section 11.3 of the Credit Agreement, or any of their respective successors, transferees or assigns, to the same extent and with the same effect as though the Additional Guarantor had been one of the Guarantors originally executing and delivering the Subsidiary Guaranty. Without limiting the foregoing, the : (a) The Additional Guarantor hereby jointly and severally (with respect to the guaranties made by the Subsidiary Guarantors under the Subsidiary Guaranty), irrevocably and unconditionally, jointly and severally with all other Guarantors, guarantees the due and punctual payment when due, whether at stated maturity by acceleration of otherwise, all present and future indebtedness and other liabilities of the Borrowings and all other Obligations (as defined in Borrower owing to the Administrative Agent, any Lender, any Person entitled to indemnification pursuant to Section 11.3 of the Credit Agreement, and their respective successors, transferees or assigns, of every type and description, whether or not evidenced by any note, guaranty or either instrument, arising under or in connection with the Credit Agreement, the Notes or any other Loan Document, whether or not for the payment of money, whether direct or indirect (including all renewalsthose acquired by assignment), extensionsabsolute or contingent, modifications and refinancings thereofdue or to become due, now existing or hereafter existingarising and however acquired, whether for including, without limitation, all principal, interest, charges, expenses, fees, expenses attorneys' fees and disbursements and any other sum chargeable to the Borrower under the Credit Agreement or any other Loan Document, whether at stated maturity, by acceleration or otherwise, and the performance, of all obligations of the Borrower now or hereafter existing under the Credit Agreement, the Notes and the other Loan Documents (such obligations being the "Guaranty Obligations"), and agrees to pay any and all expenses (including reasonable attorneys' counsel fees actually incurred and reasonable out-of-pocket expenses) incurred by the Agent and Administrative Agent, the Lenders or any other Guaranteed Parties Persons holding any of the Guaranty Obligations in enforcing any rights under this Guaranty. Without limiting the Subsidiary generality of the foregoing, the Guarantor's liability shall extend to all amounts which constitute part of the Guaranty Obligations and would be owed by the Borrower under the Credit Agreement, the Notes and the other Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower; (as supplemented hereby)b) The Additional Guarantor guarantees that the Guaranty Obligations will be paid and performed strictly in accordance with the terms of the Credit Agreement, subjectthe Notes and the other Loan Documents, howeverregardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent, the Lenders or any other Persons holding any of the Guaranty Obligations with respect thereto. The obligations of the Additional Guarantor under this Guaranty are independent of the Guaranty Obligations, and a separate action or actions may be brought and prosecuted against the Additional Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower, any other Guarantor or any other guarantor of the Guaranty Obligations or whether the Borrower or any other Guarantor is joined in any such action or actions; (c) The foregoing guaranty shall be a guaranty of payment and not of collection merely; (d) The foregoing guarantee is subject to the limitations expressly provided in Section 5 of the Subsidiary Guaranty in and to the other terms and conditions governing the guaranty of Guarantors under the Guaranty, including, without limitation, Section 15 thereof. 2 of the Guaranty; (e) All references in the Subsidiary Guaranty to the "Guarantors" or any "Guarantor" or to the "Funding Guarantor" or the "Contributing Guarantor" as applicable, shall be deemed to include and to refer to the Additional Guarantor.

Additional Guarantor. The Additional Guarantor agrees that it shall -------------------- be and become a Guarantor for all purposes of the Subsidiary Guaranty and shall be fully liable thereunder to the Agent and the other Guaranteed Parties to the same extent and with the same effect as though the Additional Guarantor had been one of the Guarantors originally executing and delivering the Subsidiary Guaranty. Without limiting the foregoing, the Additional Guarantor hereby jointly and severally (with respect to the guaranties made by the Subsidiary Guarantors under the Subsidiary Guaranty), irrevocably and unconditionally, guarantees the punctual and full payment when due, whether at stated maturity by acceleration of or otherwise, of the Borrowings all Loans and all other Obligations (as defined in owing by the Borrower to the Lenders and the Agent, or any of them, jointly or severally, under the Credit Agreement, the Notes and the other Credit Documents, including all renewals, extensions, modifications and refinancings thereof, now or hereafter existingowing, whether for principal, interest, fees, expenses or otherwise, and any and all reasonable out-of-pocket expenses (including reasonable attorneys' fees actually incurred and reasonable out-of-pocket expensesexpenses whether suit be brought or not, including reasonable attorneys' fees, costs and expenses if an appeal is taken) incurred by the Agent and or any other Guaranteed Parties Party in enforcing any rights under the Subsidiary Guaranty (as supplemented hereby), subject, however, to the limitations expressly provided in the Subsidiary Guaranty in Section 15 thereof. All references in the Subsidiary Guaranty to "Guarantors" or any "Guarantor" ", shall be deemed to include and to refer to the Additional Guarantor.

Additional Guarantor. By executing and delivering this Joinder Agreement, the Additional Guarantor, as provided in Section 7.13 of the Loan Agreement, (a) hereby becomes a party to the Loan Agreement as an “Obligated Party” and “Guarantor” thereunder with the same force and effect as if originally named therein as an Obligated Party or Guarantor, and (b) without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of an Obligated Party and Guarantor thereunder. The Additional Guarantor hereby acknowledges, agrees that it shall and confirms that, by its execution of this Joinder Agreement, the Additional Guarantor will be and become deemed to be a Guarantor party to the Loan Agreement as a “Guarantor” for all purposes of the Subsidiary Guaranty Loan Agreement (including any Guaranty), and shall be fully liable have all of the obligations of a Guarantor thereunder to as if it had executed the Agent and other Guaranteed Parties to the same extent and with the same effect as though the Loan Agreement. The Additional Guarantor had been one hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions applicable to Guarantors originally executing and delivering contained in the Subsidiary GuarantyLoan Agreement. Without limiting the foregoinggenerality of the foregoing terms of this Section 1, the Additional Guarantor hereby hereby, jointly and severally (with respect the other Guarantors, unconditionally, absolutely and irrevocably guarantees to the guaranties made by Secured Parties, as provided in the Subsidiary Guarantors under Guaranty, the Subsidiary Guaranty), irrevocably due and unconditionally, guarantees the punctual payment when dueat maturity, whether at stated maturity by acceleration of otherwise, of the Borrowings and all other Obligations (as defined in the Credit Agreement, and including all renewals, extensions, modifications and refinancings thereof, now or hereafter existing, whether for principal, interest, fees, expenses or otherwise, and any the due fulfillment and all expenses (including reasonable attorneys' fees actually incurred performance of the Obligations. The Additional Guarantor is jointly and reasonable out-of-pocket expenses) incurred by severally liable for the Agent full payment and other Guaranteed Parties in enforcing any rights under performance of the Subsidiary Guaranty (Obligations as supplemented hereby), subject, however, to the limitations expressly provided in the Subsidiary Guaranty in Section 15 thereof. All references in the Subsidiary Guaranty to "Guarantors" or any "Guarantor" shall be deemed to include and to refer to the Additional Guarantora primary obligor.

Additional Guarantor. The Additional Guarantor agrees that it shall be and become a Guarantor for all purposes of the Subsidiary Guaranty and shall be fully liable thereunder to the Administrative Agent and other Guaranteed Parties to the same extent and with the same effect as though the Additional Guarantor had been one of the Guarantors originally executing and delivering the Subsidiary Guaranty. Without limiting the foregoing, the Additional Guarantor hereby jointly and severally (with respect to the guaranties made by the Subsidiary Guarantors under the Subsidiary Guaranty), irrevocably and unconditionally, guarantees the punctual payment when due, whether at stated maturity by acceleration of or otherwise, of the Borrowings all Loans and all other Obligations (as defined in the Credit Term Loan Agreement), owing by the Borrower and its Subsidiaries to the Lenders or the Administrative Agent or their respective Affiliates, or any of them, under the Term Loan Agreement, the Notes and including the other Credit Documents including, without limitation, all renewals, extensions, modifications and refinancings thereof, now or hereafter existingowing, whether for principal, interest, fees, expenses or otherwise, and any and all reasonable out-of-pocket expenses (including reasonable attorneys' fees actually incurred incurred) and reasonable out-of-pocket expenses) expenses incurred by the Administrative Agent and other Guaranteed Parties in enforcing any rights under the Subsidiary Guaranty (as supplemented hereby), subject, however, to the limitations expressly provided in the Subsidiary Guaranty in Section 15 thereof. All references in the Subsidiary Guaranty to "Guarantors" or any "Guarantor" shall be deemed to include and to refer to the Additional Guarantor.

Additional Guarantor. The Each Additional Guarantor agrees that it shall be and become a Guarantor for all purposes of the Subsidiary Guaranty and shall be fully liable thereunder to the Administrative Agent and other Guaranteed Parties to the same extent and with the same effect as though the such Additional Guarantor had been one of the Guarantors originally executing and delivering the Subsidiary Guaranty. Without limiting the foregoing, the each Additional Guarantor hereby jointly and severally (with respect to the guaranties made by the Subsidiary Guarantors under the Subsidiary Guaranty), irrevocably and unconditionally, guarantees the punctual payment when due, whether at stated maturity by acceleration of or otherwise, of the Borrowings all Line of Credit Loans and all other Obligations (as defined in the Line of Credit Agreement), and including all renewals, extensions, modifications and refinancings thereof, now or hereafter existing, whether for principal, interest, fees, expenses or otherwise, and any and all expenses (including reasonable attorneys' fees actually incurred and reasonable out-of-pocket expenses) incurred by the Agent and other Guaranteed Parties in enforcing any rights under the Subsidiary Guaranty (as supplemented hereby), subject, however, to the limitations expressly provided in the Subsidiary Guaranty in Section 15 16 thereof. All references in the Subsidiary Guaranty to "Guarantors" or any "Guarantor" shall be deemed to include and to refer to each Additional Guarantor as if such Additional Guarantor was one of the Additional Guarantororiginal Guarantors executing the Subsidiary Guaranty.

Additional Guarantor. The Each Additional Guarantor agrees that it shall -------------------- be and become a Guarantor for all purposes of the Subsidiary Guaranty and shall be fully liable thereunder to the Agent and the other Guaranteed Parties to the same extent and with the same effect as though the such Additional Guarantor had been one of the Guarantors originally executing and delivering the Subsidiary Guaranty. Without limiting the foregoing, the Additional Guarantor hereby jointly and severally (with respect to the guaranties made by the Subsidiary Guarantors under the Subsidiary Guaranty), irrevocably and unconditionally, guarantees the punctual and full payment when due, whether at stated maturity by acceleration of or otherwise, of the Borrowings all Loans and all other Obligations (as defined in owing by the Borrower to the Lenders and the Agent, or any of them, jointly or severally, under the Credit Agreement, the Notes and the other Credit Documents, including all renewals, extensions, modifications and refinancings thereof, now or hereafter existingowing, whether for principal, interest, fees, expenses or otherwise, and any and all reasonable out-of-pocket expenses (including reasonable attorneys' fees actually incurred and reasonable out-of-pocket expensesexpenses whether suit be brought or not, including reasonable attorneys' fees, costs and expenses if an appeal is taken) incurred by the Agent and or any other Guaranteed Parties Party in enforcing any rights under the Subsidiary Guaranty (as supplemented hereby), subject, however, to the limitations expressly provided in the Subsidiary Guaranty in Section 15 thereof. All references in the Subsidiary Guaranty to "Guarantors" or any "Guarantor" ", shall be deemed to include and to refer to the Additional Guarantor.

Additional Guarantor. The Additional Guarantor agrees that it hereby assumes all obligations of a Guarantor under and shall be and become a Guarantor for all purposes of the Subsidiary Guaranty Note Purchase Agreement and shall be fully liable thereunder to the Collateral Agent and other Guaranteed Parties the Holders to the same extent and with the same effect as though the Additional Guarantor had been one of the Guarantors originally executing and delivering the Subsidiary GuarantyNote Purchase Agreements. Without limiting the foregoing: (a) the Additional Guarantor hereby unconditionally and irrevocably guarantees to the Collateral Agent and the Holders the due and punctual payment and performance of all the Obligations of the Company, in each case as and when the same shall become due and payable, whether at maturity, by acceleration, mandatory prepayment, declaration or otherwise, according to their terms; (b) in case of failure by the Company punctually to pay or perform the Obligations, the Additional Guarantor hereby jointly unconditionally and severally (with respect irrevocably agrees to cause such payment or performance to be made punctually as and when the guaranties made by the Subsidiary Guarantors under the Subsidiary Guaranty), irrevocably same shall become due and unconditionally, guarantees the punctual payment when duepayable, whether at stated maturity maturity, by acceleration of otherwiseacceleration, of the Borrowings and all other Obligations (as defined in the Credit Agreementby prepayment, and including all renewals, extensions, modifications and refinancings thereof, now or hereafter existing, whether for principal, interest, fees, expenses declaration or otherwise, and any and all expenses (including reasonable attorneys' fees actually incurred and reasonable out-of-pocket expenses) incurred as if such payment or performance were made by the Agent Company; (c) the foregoing guarantee shall be a guarantee of payment and other Guaranteed Parties in enforcing any rights under performance and not merely of collection; (d) the Subsidiary Guaranty (as supplemented hereby), subject, however, foregoing guarantee is subject to the limitations expressly provided in subsections (a) and (b) of Section 23.2 of the Subsidiary Guaranty in Note Purchase Agreement and is subject to the other terms and conditions governing the guarantee of Guarantors under the Note Purchase Agreement (including, without limitation, Section 15 23.4 thereof. All ), and the Additional Guarantor shall be entitled to all of the benefits and rights provided to a Guarantor under Section 23.3 of the Note Purchase Agreements; and (e) the obligations of the Additional Guarantor with respect to the Obligations shall be joint and several with those of the other Guarantors, and all references in the Subsidiary Guaranty Note Purchase Agreements to "the “Guarantors" ” or any "“Guarantor" ” shall be deemed to include and to refer to the Additional Guarantor.

Additional Guarantor. The Additional Guarantor agrees that it shall be and become a Guarantor for all purposes of the Subsidiary Guaranty and shall be fully liable thereunder to the Administrative Agent and other Guaranteed Parties to the same extent and with the same effect as though the Additional Guarantor had been one of the Guarantors originally executing and delivering the Subsidiary Guaranty. Without limiting the foregoing, the Additional Guarantor hereby jointly and severally (with respect to the guaranties made by the Subsidiary Guarantors under the Subsidiary Guaranty), irrevocably and unconditionally, guarantees the punctual payment when due, whether at stated maturity by acceleration of or otherwise, of the Borrowings all Loans and all other Obligations (as defined in the Credit Agreement), owing by the Borrower and including its Subsidiaries to the Lenders or the Administrative Agent or their respective Affiliates, or any of them, under the Credit Agreement, the Notes and the other Credit Documents including, without limitation, all renewals, extensions, modifications and refinancings thereof, now or hereafter existingowing, whether for principal, interest, fees, expenses or otherwise, and any and all reasonable out-of-pocket expenses (including reasonable attorneys' fees actually incurred incurred) and reasonable out-of-pocket expenses) expenses incurred by the Administrative Agent and other Guaranteed Parties in enforcing any rights under the Subsidiary Guaranty (as supplemented hereby), subject, however, to the limitations expressly provided in the Subsidiary Guaranty in Section 15 thereof. All references in the Subsidiary Guaranty to "Guarantors" or any "Guarantor" shall be deemed to include and to refer to the Additional Guarantor.

Additional Guarantor. The Additional Guarantor agrees that it shall be and become hereby becomes a Guarantor for all purposes of the Subsidiary Guaranty and shall be fully liable thereunder to the Administrative Agent and the other Guaranteed Parties to the same extent and with the same effect as though the Additional Guarantor had been one of the Guarantors originally executing and delivering the Subsidiary Guaranty. Without limiting the foregoing, the Additional Guarantor hereby jointly and severally (with respect to the guaranties made by the Subsidiary Guarantors under the Subsidiary Guaranty), irrevocably and unconditionally, guarantees the punctual and full payment when due, whether at stated maturity by acceleration of or otherwise, of the Borrowings all Loans and all other Obligations (as defined in owing by the Credit Borrower to the Lenders and the Agents, or any of them, jointly or severally, under the Loan Agreement, the Notes and the other Credit Documents, including all renewals, extensions, modifications and refinancings thereof, now or hereafter existingowing, whether for principal, interest, fees, expenses or otherwise, and any and all reasonable out-of-pocket expenses (including reasonable attorneys' fees actually incurred and reasonable out-of-pocket expensesexpenses whether suit be brought or not, including reasonable attorneys' fees, costs and expenses if an appeal is taken) incurred by the Agent and Agents or any other Guaranteed Parties Party in enforcing any rights under the Subsidiary Guaranty (as supplemented hereby), subject, however, to the limitations expressly provided in the Subsidiary Guaranty in Section 15 thereof. thereof All references in the Subsidiary Guaranty to "Guarantors" or any "Guarantor" ", shall be deemed to include and to refer to the Additional Guarantor.

Additional Guarantor. The Additional Guarantor agrees that it shall be and become a Guarantor for all purposes of the Subsidiary Guaranty and shall be fully liable thereunder to the Administrative Agent and other Guaranteed Parties to the same extent and with the same effect as though the Additional Guarantor had been one of the Guarantors originally executing and delivering the Subsidiary Guaranty. Without limiting the foregoing, the Additional Guarantor hereby jointly and severally (with respect to the guaranties made by the Subsidiary Guarantors under the Subsidiary Guaranty), irrevocably and unconditionally, guarantees the punctual payment when due, whether at stated maturity by acceleration of or otherwise, of the Borrowings all Loans and all other Obligations (as defined in the Credit Agreement), owing by the Borrower and including its Subsidiaries to the Guaranteed Parties, or any of them, under the Credit Agreement, the Notes and the other Credit Documents including, without limitation, all renewals, extensions, modifications and refinancings thereofthereof and all Rate Protection Obligations, now or hereafter existingowing, whether for principal, interest, fees, expenses expenses, indemnification and reimbursement payments or otherwise, and any and all reasonable out-of-pocket expenses (including reasonable attorneys' fees actually incurred incurred) and reasonable out-of-pocket expenses) expenses incurred by the Administrative Agent and other Guaranteed Parties in enforcing any rights under the Subsidiary Guaranty (as supplemented hereby), subject, however, to the limitations expressly provided in the Subsidiary Guaranty in Section 15 16 thereof. All references in the Subsidiary Guaranty to "Guarantors" or any "Guarantor" shall be deemed to include and to refer to the Additional Guarantor.

Additional Guarantor. The Additional Guarantor agrees that it shall be and become a Guarantor for all purposes of the Subsidiary Affiliate Guaranty and shall be fully liable thereunder to the Collateral Agent and other Guaranteed Parties to the same extent and with the same effect as though the Additional Guarantor had been one of the Guarantors originally executing and delivering the Subsidiary Affiliate Guaranty. Without limiting the foregoing, the Additional Guarantor hereby jointly and severally (with respect to the guaranties made by the Subsidiary Affiliate Guarantors under the Subsidiary Affiliate Guaranty), irrevocably and unconditionally, guarantees the punctual payment when due, whether at stated maturity by acceleration of otherwise, of the Borrowings and all other Obligations (as defined in the Credit Agreement, and including all renewals, extensions, modifications and refinancings thereof, now or hereafter existing, whether for principal, interest, fees, expenses or otherwise, and any and all expenses (including reasonable attorneys' fees actually incurred and reasonable out-of-pocket expenses) incurred by the Collateral Agent and other Guaranteed Parties in enforcing any rights under the Subsidiary Affiliate Guaranty (as supplemented hereby), subject, however, to the limitations expressly provided in the Subsidiary Affiliate Guaranty in Section 15 14 thereof. All references in the Subsidiary Affiliate Guaranty to "Guarantors" or any "Guarantor" shall be deemed to include and to refer to the Additional Guarantor.

Additional Guarantor. The Additional Guarantor agrees that it shall be and become a Guarantor for all purposes of the Subsidiary Guaranty and shall be fully liable thereunder to the Administrative Agent and other Guaranteed Parties to the same extent and with the same effect as though the Additional Guarantor had been one of the Guarantors originally executing and delivering the Subsidiary Guaranty. Without limiting the foregoing, the Additional Guarantor hereby jointly and severally (with respect to the guaranties made by the Subsidiary Guarantors under the Subsidiary Guaranty), irrevocably and unconditionally, guarantees the punctual payment when due, and in the applicable currency required for such payment under the terms of the Credit Agreement, whether at stated maturity by acceleration of otherwise, of the Borrowings Loans, and all other Obligations (as defined in the Credit Agreement, and including all renewals, extensions, modifications and refinancings thereof, now or hereafter existing, whether for principal, interest, fees, expenses or otherwise, and any and all expenses (including reasonable attorneys' ’ fees actually incurred and reasonable out-of-pocket expenses) incurred by the Administrative Agent and other Guaranteed Parties in enforcing any rights under the Subsidiary Guaranty (as supplemented hereby), subject, however, to the limitations expressly provided in the Subsidiary Guaranty in Section 15 14 thereof. All references in the Subsidiary Guaranty to "“Guarantors" ” or any "“Guarantor" ” shall be deemed to include and to refer to the Additional Guarantor.

Additional Guarantor. The Additional Guarantor agrees that it hereby assumes all obligations of a Guarantor under and shall be and become a Guarantor for all purposes of the Subsidiary Guaranty Note Purchase Agreement and shall be fully liable thereunder to the Collateral Agent and other Guaranteed Parties the Holders to the same extent and with the same effect as though the Additional Guarantor had been one of the Guarantors originally executing and delivering the Subsidiary GuarantyNote Purchase Agreements. Without limiting the foregoing: (to Note Purchase Agreement) (a) the Additional Guarantor hereby unconditionally and irrevocably guarantees to the Collateral Agent and the Holders the due and punctual payment and performance of all the Obligations of the Company, in each case as and when the same shall become due and payable, whether at maturity, by acceleration, mandatory prepayment, declaration or otherwise, according to their terms; (b) in case of failure by the Company punctually to pay or perform the Obligations, the Additional Guarantor hereby jointly unconditionally and severally (with respect irrevocably agrees to cause such payment or performance to be made punctually as and when the guaranties made by the Subsidiary Guarantors under the Subsidiary Guaranty), irrevocably same shall become due and unconditionally, guarantees the punctual payment when duepayable, whether at stated maturity maturity, by acceleration of otherwiseacceleration, of the Borrowings and all other Obligations (as defined in the Credit Agreementby prepayment, and including all renewals, extensions, modifications and refinancings thereof, now or hereafter existing, whether for principal, interest, fees, expenses declaration or otherwise, and any and all expenses (including reasonable attorneys' fees actually incurred and reasonable out-of-pocket expenses) incurred as if such payment or performance were made by the Agent Company; (c) the foregoing guarantee shall be a guarantee of payment and other Guaranteed Parties in enforcing any rights under performance and not merely of collection; (d) the Subsidiary Guaranty (as supplemented hereby), subject, however, foregoing guarantee is subject to the limitations expressly provided in subsections (a) and (b) of Section 23.2 of the Subsidiary Guaranty in Note Purchase Agreement and is subject to the other terms and conditions governing the guarantee of Guarantors under the Note Purchase Agreement (including, without limitation, Section 15 23.4 thereof. All ), and the Additional Guarantor shall be entitled to all of the benefits and rights provided to a Guarantor under Section 23.3 of the Note Purchase Agreements; and (e) the obligations of the Additional Guarantor with respect to the Obligations shall be joint and several with those of the other Guarantors, and all references in the Subsidiary Guaranty Note Purchase Agreements to "the “Guarantors" ” or any "“Guarantor" ” shall be deemed to include and to refer to the Additional Guarantor.

Additional Guarantor. The Additional Guarantor agrees that it shall be and become a Guarantor for all purposes of the Subsidiary Parent Guaranty and shall be fully liable thereunder to the Administrative Agent and other Guaranteed Parties to the same extent and with the same effect as though the Additional Guarantor had been one of the Guarantors originally executing and delivering the Subsidiary Parent Guaranty. Without limiting the foregoing, the Additional Guarantor hereby jointly and severally (with respect to the guaranties made by the Subsidiary Parent Guarantors under the Subsidiary Parent Guaranty), irrevocably and unconditionally, guarantees the punctual payment when due, and in the applicable currency required for such payment under the terms of the Credit Agreement, whether at stated maturity by acceleration of otherwise, of the Borrowings Loans, and all other Obligations (as defined in the Credit Agreement, and including all renewals, extensions, modifications and refinancings thereof, now or hereafter existing, whether for principal, interest, fees, expenses or otherwise, and any and all expenses (including reasonable attorneys' ’ fees actually incurred and reasonable out-of-pocket expenses) incurred by the Administrative Agent and other Guaranteed Parties in enforcing any rights under the Subsidiary Parent Guaranty (as supplemented hereby), subject, however, to the limitations expressly provided in the Subsidiary Guaranty in Section 15 thereof. All references in the Subsidiary Parent Guaranty to "“Guarantors" ” or any "“Guarantor" ” shall be deemed to include and to refer to the Additional Guarantor.

Additional Guarantor. The Additional Guarantor agrees that it shall be and become a Guarantor for all purposes of the Subsidiary Guaranty and shall be fully liable thereunder to the Administrative Agent and the other Guaranteed Parties to the same extent and with the same effect as though the Additional Guarantor had been one of the Guarantors originally executing and delivering the Subsidiary Guaranty. Without limiting the foregoing, the Additional Guarantor hereby jointly and severally (with respect to the guaranties made by the Subsidiary Guarantors under the Subsidiary Guaranty), irrevocably and unconditionally, guarantees the punctual and full payment when due, whether at stated maturity by acceleration of or otherwise, of the Borrowings all Loans and all other Obligations (as defined in owing by the Borrower to the Lenders and the Administrative Agent, or any of them, jointly or severally, under the Credit Agreement, the Notes and the other Credit Documents, including all renewals, extensions, modifications and refinancings thereof, now or hereafter existingowing, whether for principal, interest, fees, expenses or otherwise, and any and all reasonable out-of-pocket expenses (including reasonable attorneys' fees actually incurred and reasonable out-of-pocket expensesexpenses whether suit be brought or not, including reasonable attorneys' fees, costs and expenses if an appeal is taken) incurred by the Administrative Agent and or any other Guaranteed Parties Party in enforcing any rights under the Subsidiary Guaranty (as supplemented hereby), subject, however, to the limitations expressly provided in the Subsidiary Guaranty in Section 15 thereof. All references in the Subsidiary Guaranty to "Guarantors" or any "Guarantor" ", shall be deemed to include and to refer to the Additional Guarantor.

Additional Guarantor. The Additional Guarantor agrees that it shall be and become a Guarantor for all purposes of the Subsidiary Guaranty and shall be fully liable liable, jointly and severally thereunder to the Agent and other Guaranteed Parties to the same extent and with the same effect as though the Additional Guarantor had been one of the Guarantors a Guarantor originally executing and delivering the Subsidiary Guaranty. Without limiting the foregoing, the Additional Guarantor hereby jointly and severally (with respect to the guaranties made by the Subsidiary Guarantors Guarantor under the Subsidiary Guaranty), irrevocably and unconditionally, guarantees the punctual payment when due, whether at stated maturity by acceleration of otherwise, of the Borrowings and all other Obligations (as defined in the Credit Agreement, and including all renewals, extensions, modifications and refinancings thereof, now or hereafter existing, whether for principal, interest, fees, expenses or otherwise, and any and all expenses (including reasonable attorneys' fees actually incurred and reasonable out-of-pocket expenses) incurred by the Agent and other Guaranteed Parties in enforcing any rights under the Subsidiary Guaranty (as supplemented hereby), subject, however, to the limitations expressly provided in the Subsidiary Guaranty in Section 15 14 thereof. All references in the Subsidiary Guaranty to "Guarantors" or any the "Guarantor" shall be deemed to include and to refer to the Additional Guarantor.

Additional Guarantor. The Additional Guarantor agrees that it hereby assumes all obligations of a Guarantor under and shall be and become a Guarantor for all purposes of the Subsidiary Guaranty Note Purchase Agreements and shall be fully liable thereunder to the Noteholder Collateral Agent and other Guaranteed Parties the Holders to the same extent and with the same effect as though the Additional Guarantor had been one of the Guarantors originally executing and delivering the Subsidiary GuarantyNote Purchase Agreements. Without limiting the foregoing: (a) the Additional Guarantor hereby unconditionally and irrevocably guarantees to the Noteholder Collateral Agent and the Holders the due and punctual payment and performance of all the Obligations of the Company, in each case as and when the same shall become due and payable, whether at maturity, by acceleration, mandatory prepayment, declaration or otherwise, according to their terms; EXHIBIT 10.8(b) (to Note Purchase Agreement) (b) in case of failure by the Company punctually to pay or perform the Obligations, the Additional Guarantor hereby jointly unconditionally and severally (with respect irrevocably agrees to cause such payment or performance to be made punctually as and when the guaranties made by the Subsidiary Guarantors under the Subsidiary Guaranty), irrevocably same shall become due and unconditionally, guarantees the punctual payment when duepayable, whether at stated maturity maturity, by acceleration of otherwiseacceleration, of the Borrowings and all other Obligations (as defined in the Credit Agreementby prepayment, and including all renewals, extensions, modifications and refinancings thereof, now or hereafter existing, whether for principal, interest, fees, expenses declaration or otherwise, and any and all expenses (including reasonable attorneys' fees actually incurred and reasonable out-of-pocket expenses) incurred as if such payment or performance were made by the Agent Company; (c) the foregoing guarantee shall be a guarantee of payment and other Guaranteed Parties in enforcing any rights under performance and not merely of collection; (d) the Subsidiary Guaranty (as supplemented hereby), subject, however, foregoing guarantee is subject to the limitations expressly provided in subsections (a) and (b) of Section 23.2 of the Subsidiary Guaranty in Note Purchase Agreements and is subject to the other terms and conditions governing the guarantee of Guarantors under the Note Purchase Agreements (including, without limitation, Section 15 23.4 thereof. All ), and the Additional Guarantor shall be entitled to all of the benefits and rights provided to a Guarantor under Section 23.3 of the Note Purchase Agreements; and (e) the obligations of the Additional Guarantor with respect to the Obligations shall be joint and several with those of the other Guarantors, and all references in the Subsidiary Guaranty Note Purchase Agreements to the "Guarantors" or any "Guarantor" shall be deemed to include and to refer to the Additional Guarantor.

Additional Guarantor. The Additional Guarantor agrees that it shall be and become a Guarantor for all purposes of the Subsidiary Guaranty and shall be fully liable thereunder to the Agent and other Guaranteed Parties to the same extent and with the same effect as though the Additional Guarantor had been one of the Guarantors originally executing and delivering the Subsidiary Guaranty. Without limiting the foregoing, the Additional Guarantor hereby jointly and severally (with respect to the guaranties made by the Subsidiary Guarantors under the Subsidiary Guaranty), irrevocably and unconditionally, guarantees the punctual payment when due, whether at stated maturity by acceleration of or otherwise, of the Borrowings all Term Credit Loans and all other Obligations (as defined in the Term Credit Agreement), and including all renewals, extensions, modifications and refinancings thereof, now or hereafter existing, whether for principal, interest, fees, expenses or otherwise, and any and all expenses (including reasonable attorneys' fees actually incurred and reasonable out-of-pocket expenses) incurred by the Agent and other Guaranteed Parties in enforcing any rights under the Subsidiary Guaranty (as supplemented hereby), subject, however, to the limitations expressly provided in the Subsidiary Guaranty in Section 15 16 thereof. All references in the Subsidiary Guaranty to "Guarantors" or any "Guarantor" shall be deemed to include and to refer to the Additional GuarantorGuarantor as if such Additional Guarantor was one of the original Guarantors executing the Subsidiary Guaranty.

Additional Guarantor. The Additional Guarantor agrees that it shall be and become a Guarantor for all purposes of the Subsidiary Guaranty and shall be fully liable thereunder to the Administrative Agent and other Guaranteed Parties to the same extent and with the same effect as though the Additional Guarantor had been one of the Guarantors originally executing and delivering the Subsidiary Guaranty. Without limiting the foregoing, the Additional Guarantor hereby jointly and severally (with respect to the guaranties made by the Subsidiary Guarantors under the Subsidiary Guaranty), irrevocably and unconditionally, guarantees the punctual payment when due, and in the applicable currency required for such payment under the terms of the Credit Agreement, whether at stated maturity by acceleration of otherwise, of the Borrowings Revolving Loans, the L/C Obligations, and all other Obligations (as defined including, without limitation, all additional Obligations that may be owing following any increases in the Revolving Credit Commitments Amount pursuant to the Credit Agreement) owing by the Borrower to the Lenders, the Administrative Agent and the Issuing Banks, or any of them, under the Credit Agreement, the Notes, and the other Credit Documents, and including all renewals, extensions, increases, modifications and refinancings thereof, whether now or hereafter existing, and whether for principal, interest, fees, expenses or otherwise, and any and all expenses (including reasonable attorneys' ’ fees actually incurred and reasonable out-of-pocket expenses) incurred by the Administrative Agent and other Guaranteed Parties in enforcing any rights under the Subsidiary Guaranty (as supplemented hereby), subject, however, to the limitations expressly provided in the Subsidiary Guaranty in Section 15 thereof. All references in the Subsidiary Guaranty to "“Guarantors" ” or any "“Guarantor" ” shall be deemed to include and to refer to the Additional Guarantor.