Common use of Additional Guarantor Clause in Contracts

Additional Guarantor. The Additional Guarantor hereby assumes all obligations, and agrees to be bound by all covenants, agreements and obligations, of a Guarantor under, and shall be a Guarantor for all purposes of, the Guaranty and shall be fully liable thereunder to the 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 Guaranty. Without limiting the foregoing: (a) The Additional Guarantor hereby irrevocably and unconditionally, jointly and severally with all other Guarantors, guarantees the due and punctual payment of all present and future indebtedness and other liabilities of the 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 those acquired by assignment), absolute or contingent, due or to become due, now existing or hereafter arising and however acquired, including, without limitation, all principal, interest, charges, expenses, fees, 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 counsel fees and expenses) incurred by the Administrative Agent, the Lenders or any other Persons holding any of the Guaranty Obligations in enforcing any rights under this Guaranty. Without limiting the 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; (b) The Additional Guarantor guarantees that the Guaranty Obligations will be paid and performed strictly in accordance with the terms of the Credit Agreement, the Notes and the other Loan Documents, regardless 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 Guaranty and to the other terms and conditions governing the guaranty of Guarantors under the Guaranty, including, without limitation, Section 2 of the Guaranty; (e) All references in the 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 hereby assumes all obligations, and agrees to be bound by all covenants, agreements and obligations, of a Guarantor under, and that it shall be and become a Guarantor for all purposes of, of the Subsidiary Guaranty and shall be fully liable thereunder to the 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, 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: (a) The , 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 guarantees the punctual payment when due, whether at stated maturity by acceleration of otherwise, of the Borrowings and severally with all other Guarantors, guarantees the due and punctual payment of all present and future indebtedness and other liabilities of the Borrower owing to the Administrative Agent, any Lender, any Person entitled to indemnification pursuant to Section 11.3 of Obligations (as defined in the Credit Agreement, and their respective successorsincluding all renewals, transferees extensions, modifications and refinancings thereof, now or assigns, of every type and descriptionhereafter existing, 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 those acquired by assignment), absolute or contingent, due or to become due, now existing or hereafter arising and however acquired, including, without limitation, all principal, interest, charges, expenses, fees, 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 expenses 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 counsel reasonable attorneys' fees actually incurred and reasonable out-of-pocket expenses) incurred by the Administrative Agent, the Lenders or any Agent and other Persons holding any of the Guaranty Obligations Guaranteed Parties in enforcing any rights under this Guaranty. Without limiting the generality of the foregoingSubsidiary Guaranty (as supplemented hereby), 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 Agreementsubject, the Notes and the other Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcyhowever, reorganization or similar proceeding involving the Borrower; (b) The Additional Guarantor guarantees that the Guaranty Obligations will be paid and performed strictly in accordance with the terms of the Credit Agreement, the Notes and the other Loan Documents, regardless 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 the Subsidiary Guaranty in Section 5 of the Guaranty and to the other terms and conditions governing the guaranty of Guarantors under the Guaranty, including, without limitation, Section 2 of the Guaranty; (e) 15 thereof. 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. 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 assumes acknowledges, agrees and confirms that, by its execution of this Joinder Agreement, the Additional Guarantor will be deemed to be a party to the Loan Agreement as a “Guarantor” for all obligationspurposes of the Loan Agreement (including any Guaranty), and shall have all of the obligations of a Guarantor thereunder as if it had executed the Loan Agreement. The Additional Guarantor hereby ratifies, as of the date hereof, and agrees to be bound by by, all covenants, agreements and obligations, of a Guarantor under, and shall be a Guarantor for all purposes of, the Guaranty and shall be fully liable thereunder to the Administrative Agent, any Lender or any Person entitled to indemnification pursuant to Section 11.3 of the Credit terms, provisions and conditions applicable to Guarantors contained in the Loan 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 Guaranty. Without limiting the foregoing: (a) The generality of the foregoing terms of this Section 1, the Additional Guarantor hereby irrevocably and unconditionallyhereby, jointly and severally with all the other Guarantors, unconditionally, absolutely and irrevocably guarantees to the Secured Parties, as provided in the Guaranty, the due and punctual payment of all present and future indebtedness and other liabilities of the 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 descriptionat maturity, 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 those acquired by assignment), absolute or contingent, due or to become due, now existing or hereafter arising and however acquired, including, without limitation, all principal, interest, charges, expenses, fees, 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 due fulfillment and performance 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 counsel fees and expenses) incurred by the Administrative Agent, the Lenders or any other Persons holding any of the Guaranty Obligations in enforcing any rights under this Guaranty. Without limiting the 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; (b) The Additional Guarantor guarantees that is jointly and severally liable for the Guaranty Obligations will be paid full payment and performed strictly in accordance with the terms performance of the Credit Agreement, the Notes and the other Loan Documents, regardless 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 as 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 Guaranty and to the other terms and conditions governing the guaranty of Guarantors under the Guaranty, including, without limitation, Section 2 of the Guaranty; (e) All references in the 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 Guarantorprimary obligor.

Additional Guarantor. The Each Additional Guarantor hereby assumes all obligations, agrees that it shall -------------------- be and agrees to be bound by all covenants, agreements and obligations, of a Guarantor under, and shall be become a Guarantor for all purposes of, of the Subsidiary Guaranty and shall be fully liable thereunder to the Administrative Agent, any Lender or any Person entitled to indemnification pursuant to Section 11.3 of Agent and the Credit Agreement, or any of their respective successors, transferees or assigns, 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: (a) The , 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 punctual and punctual full payment of all present and future indebtedness and other liabilities of the 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 those acquired by assignment), absolute or contingent, due or to become when due, now existing or hereafter arising and however acquired, including, without limitation, all principal, interest, charges, expenses, fees, 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, maturity by acceleration or otherwise, of all Loans and all other Obligations owing by the Borrower to the Lenders and the performanceAgent, or any of all obligations of the Borrower now them, jointly or hereafter existing severally, under the Credit Agreement, the Notes and the other Loan Documents (such obligations being the "Guaranty Obligations")Credit Documents, including all renewals, extensions, modifications and refinancings thereof, now or hereafter owing, whether for principal, interest, fees, expenses or otherwise, and agrees to pay any and all reasonable out-of-pocket expenses (including counsel reasonable attorneys' fees actually incurred and expensesreasonable out-of-pocket expenses whether suit be brought or not, including reasonable attorneys' fees, costs and expenses if an appeal is taken) incurred by the Administrative Agent, the Lenders Agent or any other Persons holding any of the Guaranty Obligations Guaranteed Party in enforcing any rights under this Guaranty. Without limiting the generality of the foregoingSubsidiary Guaranty (as supplemented hereby), 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 Agreementsubject, the Notes and the other Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcyhowever, reorganization or similar proceeding involving the Borrower; (b) The Additional Guarantor guarantees that the Guaranty Obligations will be paid and performed strictly in accordance with the terms of the Credit Agreement, the Notes and the other Loan Documents, regardless 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 the Subsidiary Guaranty in Section 5 of the Guaranty and to the other terms and conditions governing the guaranty of Guarantors under the Guaranty, including, without limitation, Section 2 of the Guaranty; (e) 15 thereof. 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 hereby assumes all obligations, and agrees to be bound by all covenants, agreements and obligations, of a Guarantor under, and that it shall be and become a Guarantor for all purposes of, of the Subsidiary Guaranty and shall be fully liable thereunder to the 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, 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: (a) The , 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 of all present and future indebtedness and other liabilities of the 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 those acquired by assignment), absolute or contingent, due or to become when due, now existing or hereafter arising and however acquired, including, without limitation, all principal, interest, charges, expenses, fees, 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, maturity by acceleration or otherwise, and the performance, of all obligations of Loans and all other Obligations (as defined in the Credit Agreement), owing by the Borrower now and its Subsidiaries to the Lenders or hereafter existing the Administrative Agent or their respective Affiliates, or any of them, under the Credit Agreement, the Notes and the other Loan Credit Documents (such obligations being the "Guaranty Obligations")including, without limitation, all renewals, extensions, modifications and refinancings thereof, now or hereafter owing, whether for principal, interest, fees, expenses or otherwise, and agrees to pay any and all reasonable out-of-pocket expenses (including counsel reasonable attorneys' fees actually incurred) and expenses) expenses incurred by the Administrative Agent, the Lenders or any other Persons holding any of the Guaranty Obligations Agent in enforcing any rights under this Guaranty. Without limiting the generality of the foregoingSubsidiary Guaranty (as supplemented hereby), 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 Agreementsubject, the Notes and the other Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcyhowever, reorganization or similar proceeding involving the Borrower; (b) The Additional Guarantor guarantees that the Guaranty Obligations will be paid and performed strictly in accordance with the terms of the Credit Agreement, the Notes and the other Loan Documents, regardless 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 the Subsidiary Guaranty in Section 5 of the Guaranty and to the other terms and conditions governing the guaranty of Guarantors under the Guaranty, including, without limitation, Section 2 of the Guaranty; (e) 15 thereof. 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 hereby assumes all obligations, and agrees to be bound by all covenants, agreements and obligations, of a Guarantor under, and shall be becomes a Guarantor for all purposes of, of the Subsidiary Guaranty and shall be fully liable thereunder to the Administrative Agent, any Lender or any Person entitled to indemnification pursuant to Section 11.3 of Agent and the Credit Agreement, or any of their respective successors, transferees or assigns, 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: (a) The , 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 punctual and punctual full payment of all present and future indebtedness and other liabilities of the 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 those acquired by assignment), absolute or contingent, due or to become when due, now existing or hereafter arising and however acquired, including, without limitation, all principal, interest, charges, expenses, fees, 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, maturity by acceleration or otherwise, of all Loans and all other Obligations owing by the Borrower to the Lenders and the performanceAgents, or any of all obligations of the Borrower now them, jointly or hereafter existing severally, under the Credit Loan Agreement, the Notes and the other Loan Documents (such obligations being the "Guaranty Obligations")Credit Documents, including all renewals, extensions, modifications and refinancings thereof, now or hereafter owing, whether for principal, interest, fees, expenses or otherwise, and agrees to pay any and all reasonable out-of-pocket expenses (including counsel reasonable attorneys' fees actually incurred and expensesreasonable out-of-pocket expenses whether suit be brought or not, including reasonable attorneys' fees, costs and expenses if an appeal is taken) incurred by the Administrative Agent, the Lenders Agents or any other Persons holding any of the Guaranty Obligations Guaranteed Party in enforcing any rights under this Guaranty. Without limiting the generality of the foregoingSubsidiary Guaranty (as supplemented hereby), 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 Agreementsubject, the Notes and the other Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcyhowever, reorganization or similar proceeding involving the Borrower; (b) The Additional Guarantor guarantees that the Guaranty Obligations will be paid and performed strictly in accordance with the terms of the Credit Agreement, the Notes and the other Loan Documents, regardless 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 the Subsidiary Guaranty in Section 5 of the Guaranty and to the other terms and conditions governing the guaranty of Guarantors under the Guaranty, including, without limitation, Section 2 of the Guaranty; (e) 15 thereof 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 hereby assumes all obligations, agrees that it shall -------------------- be and agrees to be bound by all covenants, agreements and obligations, of a Guarantor under, and shall be become a Guarantor for all purposes of, of the Subsidiary Guaranty and shall be fully liable thereunder to the Administrative Agent, any Lender or any Person entitled to indemnification pursuant to Section 11.3 of Agent and the Credit Agreement, or any of their respective successors, transferees or assigns, 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: (a) The , 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 punctual and punctual full payment of all present and future indebtedness and other liabilities of the 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 those acquired by assignment), absolute or contingent, due or to become when due, now existing or hereafter arising and however acquired, including, without limitation, all principal, interest, charges, expenses, fees, 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, maturity by acceleration or otherwise, of all Loans and all other Obligations owing by the Borrower to the Lenders and the performanceAgent, or any of all obligations of the Borrower now them, jointly or hereafter existing severally, under the Credit Agreement, the Notes and the other Loan Documents (such obligations being the "Guaranty Obligations")Credit Documents, including all renewals, extensions, modifications and refinancings thereof, now or hereafter owing, whether for principal, interest, fees, expenses or otherwise, and agrees to pay any and all reasonable out-of-pocket expenses (including counsel reasonable attorneys' fees actually incurred and expensesreasonable out-of-pocket expenses whether suit be brought or not, including reasonable attorneys' fees, costs and expenses if an appeal is taken) incurred by the Administrative Agent, the Lenders Agent or any other Persons holding any of the Guaranty Obligations Guaranteed Party in enforcing any rights under this Guaranty. Without limiting the generality of the foregoingSubsidiary Guaranty (as supplemented hereby), 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 Agreementsubject, the Notes and the other Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcyhowever, reorganization or similar proceeding involving the Borrower; (b) The Additional Guarantor guarantees that the Guaranty Obligations will be paid and performed strictly in accordance with the terms of the Credit Agreement, the Notes and the other Loan Documents, regardless 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 the Subsidiary Guaranty in Section 5 of the Guaranty and to the other terms and conditions governing the guaranty of Guarantors under the Guaranty, including, without limitation, Section 2 of the Guaranty; (e) 15 thereof. 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 hereby assumes all obligations, and agrees to be bound by all covenants, agreements and obligations, of a Guarantor under, and that it shall be and become a Guarantor for all purposes of, of the Affiliate Guaranty and shall be fully liable thereunder to the 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, 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 Affiliate Guaranty. Without limiting the foregoing: (a) The , the Additional Guarantor hereby jointly and severally (with respect to the guaranties made by the Affiliate Guarantors under the Affiliate Guaranty), irrevocably and unconditionally, jointly guarantees the punctual payment when due, whether at stated maturity by acceleration of otherwise, of the Borrowings and severally with all other Guarantors, guarantees the due and punctual payment of all present and future indebtedness and other liabilities of the Borrower owing to the Administrative Agent, any Lender, any Person entitled to indemnification pursuant to Section 11.3 of Obligations (as defined in the Credit Agreement, and their respective successorsincluding all renewals, transferees extensions, modifications and refinancings thereof, now or assigns, of every type and descriptionhereafter existing, 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 those acquired by assignment), absolute or contingent, due or to become due, now existing or hereafter arising and however acquired, including, without limitation, all principal, interest, charges, expenses, fees, 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 expenses 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 counsel reasonable attorneys' fees and reasonable out-of-pocket expenses) incurred by the Administrative Agent, the Lenders or any Collateral Agent and other Persons holding any of the Guaranty Obligations Guaranteed Parties in enforcing any rights under this Guaranty. Without limiting the generality of the foregoingAffiliate Guaranty (as supplemented hereby), 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 Agreementsubject, the Notes and the other Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcyhowever, reorganization or similar proceeding involving the Borrower; (b) The Additional Guarantor guarantees that the Guaranty Obligations will be paid and performed strictly in accordance with the terms of the Credit Agreement, the Notes and the other Loan Documents, regardless 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 the Affiliate Guaranty in Section 5 of the Guaranty and to the other terms and conditions governing the guaranty of Guarantors under the Guaranty, including, without limitation, Section 2 of the Guaranty; (e) 14 thereof. All references in the Affiliate 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 hereby assumes all obligations, and agrees to be bound by all covenants, agreements and obligations, obligations of a Guarantor under, under and shall be a Guarantor for all purposes of, of the Guaranty Note Purchase Agreement and shall be fully liable thereunder to the Administrative Agent, any Lender or any Person entitled to indemnification pursuant to Section 11.3 of Collateral Agent and the Credit Agreement, or any of their respective successors, transferees or assigns, 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 GuarantyNote Purchase Agreements. Without limiting the foregoing:: (to Note Purchase Agreement) (a) The the Additional Guarantor hereby unconditionally and irrevocably guarantees to the Collateral Agent and unconditionally, jointly and severally with all other Guarantors, guarantees the Holders the due and punctual payment and performance of all present and future indebtedness and other liabilities the Obligations of the Borrower owing to Company, in each case as and when the Administrative Agent, any Lender, any Person entitled to indemnification pursuant to Section 11.3 of the Credit Agreement, same shall become due 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 those acquired by assignment), absolute or contingent, due or to become due, now existing or hereafter arising and however acquired, including, without limitation, all principal, interest, charges, expenses, fees, attorneys' fees and disbursements and any other sum chargeable to the Borrower under the Credit Agreement or any other Loan Documentpayable, whether at stated maturity, by acceleration acceleration, mandatory prepayment, declaration 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 according to pay any and all expenses (including counsel fees and expenses) incurred by the Administrative Agent, the Lenders or any other Persons holding any of the Guaranty Obligations in enforcing any rights under this Guaranty. Without limiting the 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 Borrowertheir terms; (b) The Additional Guarantor guarantees that in case of failure by the Guaranty Obligations will be paid and performed strictly in accordance with Company punctually to pay or perform the terms of the Credit AgreementObligations, the Notes and the other Loan Documents, regardless 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 hereby unconditionally and irrevocably agrees to cause such payment or performance to be made punctually as and when the Guaranty Obligationssame shall become due and payable, whether at maturity, by acceleration, by prepayment, declaration or otherwise, and a separate action as if such payment or actions may be brought and prosecuted against performance were made by 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 actionsCompany; (c) The the foregoing guaranty guarantee shall be a guaranty guarantee of payment and performance and not merely of collection merelycollection; (d) The the foregoing guarantee is subject to the limitations expressly provided in subsections (a) and (b) of Section 5 23.2 of the Guaranty Note Purchase Agreement and is subject to the other terms and conditions governing the guaranty guarantee of Guarantors under the Guaranty, Note Purchase Agreement (including, without limitation, Section 2 23.4 thereof), and the Additional Guarantor shall be entitled to all of the Guaranty;benefits and rights provided to a Guarantor under Section 23.3 of the Note Purchase Agreements; and (e) All 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 Guaranty Note Purchase Agreements 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 hereby assumes all obligations, and agrees to be bound by all covenants, agreements and obligations, of a Guarantor under, and that it shall be and become a Guarantor for all purposes of, of the Parent Guaranty and shall be fully liable thereunder to the 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, 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 Parent Guaranty. Without limiting the foregoing: (a) The , the Additional Guarantor hereby jointly and severally (with respect to the guaranties made by the Parent Guarantors under the Parent Guaranty), irrevocably and unconditionally, jointly and severally with all other Guarantors, guarantees the due and punctual payment of all present and future indebtedness and other liabilities of the Borrower owing to the Administrative Agent, any Lender, any Person entitled to indemnification pursuant to Section 11.3 of the Credit Agreementwhen due, and their respective successors, transferees or assigns, of every type and description, whether or not evidenced by any note, guaranty or either instrument, arising in the applicable currency required for such payment 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 those acquired by assignment), absolute or contingent, due or to become due, now existing or hereafter arising and however acquired, including, without limitation, all principal, interest, charges, expenses, fees, 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 counsel fees and expenses) incurred by the Administrative Agent, the Lenders or any other Persons holding any of the Guaranty Obligations in enforcing any rights under this Guaranty. Without limiting the 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; (b) The Additional Guarantor guarantees that the Guaranty Obligations will be paid and performed strictly in accordance with the terms of the Credit Agreement, whether at stated maturity by acceleration of otherwise, of the Notes Loans, and all other Obligations (as defined in the other Loan DocumentsCredit Agreement, regardless of any lawand including all renewals, regulation or order extensions, modifications and refinancings thereof, now or hereafter in effect in existing, whether for principal, interest, fees, expenses or otherwise, and any jurisdiction affecting any of such terms or the rights of and all expenses (including reasonable attorneys’ fees and reasonable out-of-pocket expenses) incurred by the Administrative Agent, the Lenders or Agent and other Guaranteed Parties in enforcing 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 Guaranty and to the other terms and conditions governing the guaranty of Guarantors rights under the Guaranty, including, without limitation, Section 2 of the Guaranty; Parent Guaranty (e) as supplemented hereby). All references in the Parent 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 hereby assumes all obligations, and agrees to be bound by all covenants, agreements and obligations, of a Guarantor under, and that it shall be and become a Guarantor for all purposes of, of the Subsidiary Guaranty and shall be fully liable thereunder to the 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, 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: (a) The , 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 of all present and future indebtedness and other liabilities of the 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 those acquired by assignment), absolute or contingent, due or to become when due, now existing or hereafter arising and however acquired, including, without limitation, all principal, interest, charges, expenses, fees, 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, maturity by acceleration or otherwise, and the performance, of all obligations of Loans and all other Obligations (as defined in the Credit Agreement), owing by the Borrower now and its Subsidiaries to the Guaranteed Parties, or hereafter existing any of them, under the Credit Agreement, the Notes and the other Loan Credit Documents (such obligations being the "Guaranty including, without limitation, all renewals, extensions, modifications and refinancings thereof and all Rate Protection Obligations"), now or hereafter owing, whether for principal, interest, fees, expenses, indemnification and reimbursement payments or otherwise, and agrees to pay any and all reasonable out-of-pocket expenses (including counsel reasonable attorneys' fees actually incurred) and expenses) expenses incurred by the Administrative Agent, the Lenders or any other Persons holding any of the Guaranty Obligations Agent in enforcing any rights under this Guaranty. Without limiting the generality of the foregoingSubsidiary Guaranty (as supplemented hereby), 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 Agreementsubject, the Notes and the other Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcyhowever, reorganization or similar proceeding involving the Borrower; (b) The Additional Guarantor guarantees that the Guaranty Obligations will be paid and performed strictly in accordance with the terms of the Credit Agreement, the Notes and the other Loan Documents, regardless 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 the Subsidiary Guaranty in Section 5 of the Guaranty and to the other terms and conditions governing the guaranty of Guarantors under the Guaranty, including, without limitation, Section 2 of the Guaranty; (e) 16 thereof. 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 hereby assumes all obligations, and agrees to be bound by all covenants, agreements and obligations, of a Guarantor under, and that it shall be and become a Guarantor for all purposes of, of the Subsidiary Guaranty and shall be fully liable thereunder to the 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, 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: (a) The , 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 of all present and future indebtedness and other liabilities of the Borrower owing to the Administrative Agent, any Lender, any Person entitled to indemnification pursuant to Section 11.3 of the Credit Agreementwhen due, and their respective successors, transferees or assigns, of every type and description, whether or not evidenced by any note, guaranty or either instrument, arising in the applicable currency required for such payment 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 those acquired by assignment), absolute or contingent, due or to become due, now existing or hereafter arising and however acquired, including, without limitation, all principal, interest, charges, expenses, fees, 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 counsel fees and expenses) incurred by the Administrative Agent, the Lenders or any other Persons holding any of the Guaranty Obligations in enforcing any rights under this Guaranty. Without limiting the 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; (b) The Additional Guarantor guarantees that the Guaranty Obligations will be paid and performed strictly in accordance with the terms of the Credit Agreement, whether at stated maturity by acceleration of otherwise, of the Notes Loans, and all other Obligations (as defined in the other Loan DocumentsCredit Agreement, regardless of any lawand including all renewals, regulation or order extensions, modifications and refinancings thereof, now or hereafter in effect in existing, whether for principal, interest, fees, expenses or otherwise, and any jurisdiction affecting any of such terms or the rights of and all expenses (including reasonable attorneys’ fees and reasonable out-of-pocket expenses) incurred by the Administrative AgentAgent and other Guaranteed Parties in enforcing any rights under the Subsidiary Guaranty (as supplemented hereby), 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 Obligationssubject, and a separate action or actions may be brought and prosecuted against the Additional Guarantor to enforce this Guarantyhowever, 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 the Subsidiary Guaranty in Section 5 of the Guaranty and to the other terms and conditions governing the guaranty of Guarantors under the Guaranty, including, without limitation, Section 2 of the Guaranty; (e) 14 thereof. 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 hereby assumes all obligations, and agrees to be bound by all covenants, agreements and obligations, of a Guarantor under, and that it shall be and become a Guarantor for all purposes of, of the Subsidiary Guaranty and shall be fully liable thereunder to the 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, 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: (a) The , 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 of all present and future indebtedness and other liabilities of the 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 those acquired by assignment), absolute or contingent, due or to become when due, now existing or hereafter arising and however acquired, including, without limitation, all principal, interest, charges, expenses, fees, 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, maturity by acceleration or otherwise, and the performance, of all obligations of Term Credit Loans and all other Obligations (as defined in the Borrower Term Credit Agreement), including all renewals, extensions, modifications and refinancings thereof, now or hereafter existing under the Credit Agreementexisting, the Notes and the other Loan Documents (such obligations being the "Guaranty Obligations")whether for principal, interest, fees, expenses or otherwise, and agrees to pay any and all expenses (including counsel reasonable attorneys' fees actually incurred and reasonable out-of-pocket expenses) incurred by the Administrative Agent, the Lenders or any other Persons holding any of the Guaranty Obligations Guaranteed Parties in enforcing any rights under this Guaranty. Without limiting the generality of the foregoingSubsidiary Guaranty (as supplemented hereby), 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 Agreementsubject, the Notes and the other Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcyhowever, reorganization or similar proceeding involving the Borrower; (b) The Additional Guarantor guarantees that the Guaranty Obligations will be paid and performed strictly in accordance with the terms of the Credit Agreement, the Notes and the other Loan Documents, regardless 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 the Subsidiary Guaranty in Section 5 of the Guaranty and to the other terms and conditions governing the guaranty of Guarantors under the Guaranty, including, without limitation, Section 2 of the Guaranty; (e) 16 thereof. 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 GuarantorGuarantor as if such Additional Guarantor was one of the original Guarantors executing the Subsidiary Guaranty.

Additional Guarantor. The Additional Guarantor hereby assumes all obligations, and agrees to be bound by all covenants, agreements and obligations, obligations of a Guarantor under, under and shall be a Guarantor for all purposes of, of the Guaranty Note Purchase Agreement and shall be fully liable thereunder to the Administrative Agent, any Lender or any Person entitled to indemnification pursuant to Section 11.3 of Collateral Agent and the Credit Agreement, or any of their respective successors, transferees or assigns, 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 GuarantyNote Purchase Agreements. Without limiting the foregoing: (a) The the Additional Guarantor hereby unconditionally and irrevocably guarantees to the Collateral Agent and unconditionally, jointly and severally with all other Guarantors, guarantees the Holders the due and punctual payment and performance of all present and future indebtedness and other liabilities the Obligations of the Borrower owing to Company, in each case as and when the Administrative Agent, any Lender, any Person entitled to indemnification pursuant to Section 11.3 of the Credit Agreement, same shall become due 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 those acquired by assignment), absolute or contingent, due or to become due, now existing or hereafter arising and however acquired, including, without limitation, all principal, interest, charges, expenses, fees, attorneys' fees and disbursements and any other sum chargeable to the Borrower under the Credit Agreement or any other Loan Documentpayable, whether at stated maturity, by acceleration acceleration, mandatory prepayment, declaration 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 according to pay any and all expenses (including counsel fees and expenses) incurred by the Administrative Agent, the Lenders or any other Persons holding any of the Guaranty Obligations in enforcing any rights under this Guaranty. Without limiting the 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 Borrowertheir terms; (b) The Additional Guarantor guarantees that in case of failure by the Guaranty Obligations will be paid and performed strictly in accordance with Company punctually to pay or perform the terms of the Credit AgreementObligations, the Notes and the other Loan Documents, regardless 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 hereby unconditionally and irrevocably agrees to cause such payment or performance to be made punctually as and when the Guaranty Obligationssame shall become due and payable, whether at maturity, by acceleration, by prepayment, declaration or otherwise, and a separate action as if such payment or actions may be brought and prosecuted against performance were made by 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 actionsCompany; (c) The the foregoing guaranty guarantee shall be a guaranty guarantee of payment and performance and not merely of collection merelycollection; (d) The the foregoing guarantee is subject to the limitations expressly provided in subsections (a) and (b) of Section 5 23.2 of the Guaranty Note Purchase Agreement and is subject to the other terms and conditions governing the guaranty guarantee of Guarantors under the Guaranty, Note Purchase Agreement (including, without limitation, Section 2 23.4 thereof), and the Additional Guarantor shall be entitled to all of the Guaranty;benefits and rights provided to a Guarantor under Section 23.3 of the Note Purchase Agreements; and (e) All 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 Guaranty Note Purchase Agreements 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 Each Additional Guarantor hereby assumes all obligations, and agrees to be bound by all covenants, agreements and obligations, of a Guarantor under, and that it shall be and become a Guarantor for all purposes of, of the Subsidiary Guaranty and shall be fully liable thereunder to the 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, 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: (a) 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, jointly and severally with all other Guarantors, guarantees the due and punctual payment of all present and future indebtedness and other liabilities of the 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 those acquired by assignment), absolute or contingent, due or to become when due, now existing or hereafter arising and however acquired, including, without limitation, all principal, interest, charges, expenses, fees, 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, maturity by acceleration or otherwise, and the performance, of all obligations Line of Credit Loans and all other Obligations (as defined in the Borrower Line of Credit Agreement), including all renewals, extensions, modifications and refinancings thereof, now or hereafter existing under the Credit Agreementexisting, the Notes and the other Loan Documents (such obligations being the "Guaranty Obligations")whether for principal, interest, fees, expenses or otherwise, and agrees to pay any and all expenses (including counsel reasonable attorneys' fees actually incurred and reasonable out-of-pocket expenses) incurred by the Administrative Agent, the Lenders or any other Persons holding any of the Guaranty Obligations Guaranteed Parties in enforcing any rights under this Guaranty. Without limiting the generality of the foregoingSubsidiary Guaranty (as supplemented hereby), 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 Agreementsubject, the Notes and the other Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcyhowever, reorganization or similar proceeding involving the Borrower; (b) The Additional Guarantor guarantees that the Guaranty Obligations will be paid and performed strictly in accordance with the terms of the Credit Agreement, the Notes and the other Loan Documents, regardless 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 the Subsidiary Guaranty in Section 5 of the Guaranty and to the other terms and conditions governing the guaranty of Guarantors under the Guaranty, including, without limitation, Section 2 of the Guaranty; (e) 16 thereof. 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 each Additional Guarantor as if such Additional Guarantor was one of the Additional Guarantororiginal Guarantors executing the Subsidiary Guaranty.

Additional Guarantor. The Additional Guarantor hereby assumes all obligations, and agrees to be bound by all covenants, agreements and obligations, of a Guarantor under, and that it shall be and become a Guarantor for all purposes of, of the Subsidiary Guaranty and shall be fully liable thereunder to the 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, 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: (a) The , 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 of all present and future indebtedness and other liabilities of the Borrower owing to the Administrative Agent, any Lender, any Person entitled to indemnification pursuant to Section 11.3 of the Credit Agreementwhen due, and their respective successors, transferees or assigns, of every type and description, whether or not evidenced by any note, guaranty or either instrument, arising in the applicable currency required for such payment 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 those acquired by assignment), absolute or contingent, due or to become due, now existing or hereafter arising and however acquired, including, without limitation, all principal, interest, charges, expenses, fees, 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 counsel fees and expenses) incurred by the Administrative Agent, the Lenders or any other Persons holding any of the Guaranty Obligations in enforcing any rights under this Guaranty. Without limiting the 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; (b) The Additional Guarantor guarantees that the Guaranty Obligations will be paid and performed strictly in accordance with the terms of the Credit Agreement, whether at stated maturity by acceleration of otherwise, of the Notes Revolving Loans, the L/C Obligations, and all other Obligations (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 Loan Credit Documents, regardless of any lawand including all renewals, regulation or order extensions, increases, modifications and refinancings thereof, whether now or hereafter in effect in existing, and whether for principal, interest, fees, expenses or otherwise, and any jurisdiction affecting any of such terms or the rights of and all expenses (including reasonable attorneys’ fees and reasonable out-of-pocket expenses) incurred by the Administrative AgentAgent and other Guaranteed Parties in enforcing any rights under the Subsidiary Guaranty (as supplemented hereby), 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 Obligationssubject, and a separate action or actions may be brought and prosecuted against the Additional Guarantor to enforce this Guarantyhowever, 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 the Subsidiary Guaranty in Section 5 of the Guaranty and to the other terms and conditions governing the guaranty of Guarantors under the Guaranty, including, without limitation, Section 2 of the Guaranty; (e) 15 thereof. 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 hereby assumes all obligations, and agrees to be bound by all covenants, agreements and obligations, of a Guarantor under, and that it shall be and become a Guarantor for all purposes of, of the Subsidiary Guaranty and shall be fully liable thereunder to the Administrative Agent, any Lender or any Person entitled to indemnification pursuant to Section 11.3 of Agent and the Credit Agreement, or any of their respective successors, transferees or assigns, 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: (a) The , 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 punctual and punctual full payment of all present and future indebtedness and other liabilities of the 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 those acquired by assignment), absolute or contingent, due or to become when due, now existing or hereafter arising and however acquired, including, without limitation, all principal, interest, charges, expenses, fees, 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, maturity by acceleration or otherwise, of all Loans and all other Obligations owing by the Borrower to the Lenders and the performanceAdministrative Agent, or any of all obligations of the Borrower now them, jointly or hereafter existing severally, under the Credit Agreement, the Notes and the other Loan Documents (such obligations being the "Guaranty Obligations")Credit Documents, including all renewals, extensions, modifications and refinancings thereof, now or hereafter owing, whether for principal, interest, fees, expenses or otherwise, and agrees to pay any and all reasonable out-of-pocket expenses (including counsel reasonable attorneys' fees actually incurred and expensesreasonable out-of-pocket expenses whether suit be brought or not, including reasonable attorneys' fees, costs and expenses if an appeal is taken) incurred by the Administrative Agent, the Lenders Agent or any other Persons holding any of the Guaranty Obligations Guaranteed Party in enforcing any rights under this Guaranty. Without limiting the generality of the foregoingSubsidiary Guaranty (as supplemented hereby), 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 Agreementsubject, the Notes and the other Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcyhowever, reorganization or similar proceeding involving the Borrower; (b) The Additional Guarantor guarantees that the Guaranty Obligations will be paid and performed strictly in accordance with the terms of the Credit Agreement, the Notes and the other Loan Documents, regardless 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 the Subsidiary Guaranty in Section 5 of the Guaranty and to the other terms and conditions governing the guaranty of Guarantors under the Guaranty, including, without limitation, Section 2 of the Guaranty; (e) 15 thereof. 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 hereby assumes all obligations, and agrees to be bound by all covenants, agreements and obligations, of a Guarantor under, and that it shall be and become a Guarantor for all purposes of, of the Subsidiary Guaranty and shall be fully liable liable, jointly and severally thereunder to the 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, 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: (a) The , the Additional Guarantor hereby jointly and severally (with respect to the guaranties made by the Subsidiary Guarantor under the Subsidiary Guaranty), irrevocably and unconditionally, jointly guarantees the punctual payment when due, whether at stated maturity by acceleration of otherwise, of the Borrowings and severally with all other Guarantors, guarantees the due and punctual payment of all present and future indebtedness and other liabilities of the Borrower owing to the Administrative Agent, any Lender, any Person entitled to indemnification pursuant to Section 11.3 of Obligations (as defined in the Credit Agreement, and their respective successorsincluding all renewals, transferees extensions, modifications and refinancings thereof, now or assigns, of every type and descriptionhereafter existing, 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 those acquired by assignment), absolute or contingent, due or to become due, now existing or hereafter arising and however acquired, including, without limitation, all principal, interest, charges, expenses, fees, 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 expenses 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 counsel reasonable attorneys' fees actually incurred and reasonable out-of-pocket expenses) incurred by the Administrative Agent, the Lenders or any Agent and other Persons holding any of the Guaranty Obligations Guaranteed Parties in enforcing any rights under this Guaranty. Without limiting the generality of the foregoingSubsidiary Guaranty (as supplemented hereby), 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 Agreementsubject, the Notes and the other Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcyhowever, reorganization or similar proceeding involving the Borrower; (b) The Additional Guarantor guarantees that the Guaranty Obligations will be paid and performed strictly in accordance with the terms of the Credit Agreement, the Notes and the other Loan Documents, regardless 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 the Subsidiary Guaranty in Section 5 of the Guaranty and to the other terms and conditions governing the guaranty of Guarantors under the Guaranty, including, without limitation, Section 2 of the Guaranty; (e) 14 thereof. 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 hereby assumes all obligations, and agrees to be bound by all covenants, agreements and obligations, obligations of a Guarantor under, under and shall be a Guarantor for all purposes of, of the Guaranty Note Purchase Agreements and shall be fully liable thereunder to the Administrative Agent, any Lender or any Person entitled to indemnification pursuant to Section 11.3 of Noteholder Collateral Agent and the Credit Agreement, or any of their respective successors, transferees or assigns, 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 GuarantyNote Purchase Agreements. Without limiting the foregoing: (a) The the Additional Guarantor hereby unconditionally and irrevocably guarantees to the Noteholder Collateral Agent and unconditionally, jointly and severally with all other Guarantors, guarantees the Holders the due and punctual payment and performance of all present and future indebtedness and other liabilities the Obligations of the Borrower owing to Company, in each case as and when the Administrative Agent, any Lender, any Person entitled to indemnification pursuant to Section 11.3 of the Credit Agreement, same shall become due 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 those acquired by assignment), absolute or contingent, due or to become due, now existing or hereafter arising and however acquired, including, without limitation, all principal, interest, charges, expenses, fees, attorneys' fees and disbursements and any other sum chargeable to the Borrower under the Credit Agreement or any other Loan Documentpayable, whether at stated maturity, by acceleration 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 unconditionally and irrevocably agrees to cause such payment or performance to be made punctually as and when the same shall become due and payable, whether at maturity, by acceleration, by prepayment, declaration or otherwise, and the performance, of all obligations of the Borrower now as if such payment 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 counsel fees and expenses) incurred performance were made by the Administrative Agent, the Lenders or any other Persons holding any of the Guaranty Obligations in enforcing any rights under this Guaranty. Without limiting the 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; (b) The Additional Guarantor guarantees that the Guaranty Obligations will be paid and performed strictly in accordance with the terms of the Credit Agreement, the Notes and the other Loan Documents, regardless 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 actionsCompany; (c) The the foregoing guaranty guarantee shall be a guaranty guarantee of payment and performance and not merely of collection merelycollection; (d) The the foregoing guarantee is subject to the limitations expressly provided in subsections (a) and (b) of Section 5 23.2 of the Guaranty Note Purchase Agreements and is subject to the other terms and conditions governing the guaranty guarantee of Guarantors under the Guaranty, Note Purchase Agreements (including, without limitation, Section 2 23.4 thereof), and the Additional Guarantor shall be entitled to all of the Guaranty;benefits and rights provided to a Guarantor under Section 23.3 of the Note Purchase Agreements; and (e) All 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 Guaranty Note Purchase Agreements 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 hereby assumes all obligations, and agrees to be bound by all covenants, agreements and obligations, of a Guarantor under, and that it shall be and become a Guarantor for all purposes of, of the Subsidiary Guaranty and shall be fully liable thereunder to the 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, 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: (a) The , 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 of all present and future indebtedness and other liabilities of the 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 those acquired by assignment), absolute or contingent, due or to become when due, now existing or hereafter arising and however acquired, including, without limitation, all principal, interest, charges, expenses, fees, 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, maturity by acceleration or otherwise, and the performance, of all obligations of Loans and all other Obligations (as defined in the Term Loan Agreement), owing by the Borrower now and its Subsidiaries to the Lenders or hereafter existing the Administrative Agent or their respective Affiliates, or any of them, under the Credit Term Loan Agreement, the Notes and the other Loan Credit Documents (such obligations being the "Guaranty Obligations")including, without limitation, all renewals, extensions, modifications and refinancings thereof, now or hereafter owing, whether for principal, interest, fees, expenses or otherwise, and agrees to pay any and all reasonable out-of-pocket expenses (including counsel reasonable attorneys' fees actually incurred) and expenses) expenses incurred by the Administrative Agent, the Lenders or any other Persons holding any of the Guaranty Obligations Agent in enforcing any rights under this Guaranty. Without limiting the generality of the foregoingSubsidiary Guaranty (as supplemented hereby), 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 Agreementsubject, the Notes and the other Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcyhowever, reorganization or similar proceeding involving the Borrower; (b) The Additional Guarantor guarantees that the Guaranty Obligations will be paid and performed strictly in accordance with the terms of the Credit Agreement, the Notes and the other Loan Documents, regardless 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 the Subsidiary Guaranty in Section 5 of the Guaranty and to the other terms and conditions governing the guaranty of Guarantors under the Guaranty, including, without limitation, Section 2 of the Guaranty; (e) 15 thereof. 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.